SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
May 29, 2003
Date of Report
(Date of earliest event reported)
SORRENTO NETWORKS CORPORATION
(Exact name of Registrant as specified in charter)
NEW JERSEY
(State or other jurisdiction of incorporation)
0-15810 22-2367234
(Commission File No.) (IRS Employer Identification Number)
9990 Mesa Rim Road
San Diego, California 92121
(Address of Principal Executive Office)
(858) 558-3960
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
Special Meeting of Shareholders
On May 29, 2003 Sorrento Networks Corporation announced that its shareholders
approved its capital and corporate restructuring plan at a special meeting of
shareholders held on May 29, 2003. The Company announced that the closing of the
restructuring transaction is expected to occur in early June 2003, and that an
amendment to the Exchange Agreement extending the closing deadline from May 30
to June 6, 2003, has been approved by the requisite percentages of debenture
holders and Series A preferred shareholders.
A copy of the press release issued by Sorrento Networks Corporation on May 29,
2003 and the form of amendment to the exchange agreement are attached as
exhibits to this report.
This report contains forward-looking statements that are based on current
expectations, estimates, forecasts and projections about the industries in which
we operate, our beliefs and our management's assumptions. Words such as
"expects," "anticipates," "targets," "goals," "projects," "intends," "plans,"
"believes," "seeks," "estimates" and variations of such words and similar
expressions are intended to identify such forward-looking statements. These
statements are not guarantees of future performance and involve certain risks,
uncertainties and assumptions that are difficult to predict. Therefore, actual
outcomes and results may differ materially from what is expressed or forecast in
such forward-looking statements. For a list and description of such risks and
uncertainties, see the reports filed by Sorrento Networks Corporation with the
Securities and Exchange Commission.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable
(b) Not applicable
(c) Exhibits Description
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99.1 Press Release dated May 29, 2003.
99.2 Form of Amendment to Exchange Agreement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SORRENTO NETWORKS CORPORATION
DATE: May 30, 2003 By: /s/ Joe R. Armstrong
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Joe R. Armstrong, Chief Financial Officer