UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Date: December 21, 2004

Commission File Number 333-112764

STRATUS TECHNOLOGIES INTERNATIONAL, S.à r.l.

(Translation of registrant’s name into English)

123, Avenue de X Septembre, L-2551 Luxembourg

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F [X] Form 40-F [ ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b)(7) :

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes [ ] No [X]

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- .

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, thereunto duly authorized.


	STRATUS TECHNOLOGIES INTERNATIONAL, S.à r.l.
	(Registrant)

Date: December 21, 2004	By:	/s/ Graham David McGregor-Smith
	Name:	Graham David McGregor-Smith
	Title:	Manager

EXHIBITS

Exhibit 99.1

Press Release of Stratus Technologies International, S.à r.l. Announcing Financial Results for Second Quarter Fiscal Year 2005 and the Results of its Financial Restatement

Exhibit 99.1

FOR IMMEDIATE RELEASE

Stratus Technologies International, S.à r.l. Announces Financial Results for Second

Quarter Fiscal Year 2005 and the Results of its Financial Restatement

Luxembourg, December 21, 2004 -Stratus Technologies International, S.à r.l., a global provider of fault-tolerant computer servers, technologies and services, today reported its financial results for the second quarter and six months ended August 29, 2004. In addition, Stratus has completed its review of prior period financial results as announced on October 7, 2004 and is reporting restated consolidated financial results for fiscal years 2000 through 2004, the first quarter of fiscal year 2005, the first and second quarters of fiscal year 2004 and the six months ended August 24, 2003. As a result, previously issued annual financial statements and the related quarterly financial statements for those periods should not be relied upon.

“Today we are reporting our financial results through the second quarter of fiscal 2005 and concluding the review of our prior period financial results,” said Dave Laurello, chief executive officer. “Most of the adjustments relate to the timing of revenue recognition where the revenue has been deferred and has been, or is expected to be recognized in subsequent fiscal periods, along with the related costs of revenue. There have been no adjustments to cash balances over this restatement period. The completion of our financial review forms a strong foundation for us to continue to build the company and expand our business. We remain focused on expanding our presence in the mission critical server marketplace. During this period we have continued to win new accounts and drive new marketing initiatives. We have also taken actions to strengthen our internal controls and processes.”

Second Quarter and First Six Months Results

For the second quarter ended August 29, 2004, total revenue was $68.9 million, an increase of $0.5 million compared to the $68.4 million, as restated, attained in the same period last year. For the second quarter, profit from operations was $3.4 million compared to a profit of $8.3 million, as restated, for the same period last year. For the second quarter, the net loss was $2.3 million compared to net income of $4.8 million, as restated, for the same period last year. For the second quarter, the company reported EBITDA, a non-GAAP financial measure, of $9.7 million, compared to EBITDA of $14.4 million, as restated, for the same period last year. Refer to the reconciliation of EBITDA to GAAP financial measures in the attached “Consolidated Condensed Statement of Earnings.”

For the six months ended August 29, 2004, total revenue was $136.9 million compared to $129.2 million, as restated, for the same period last year, an increase of 6 percent. Profit from operations for the period was $6.4 million compared to a profit of $12.4 million, as restated, for the same period last year. Net loss for the period was $6.0 million compared to net income of $6.1 million, as restated, for the same period last year. EBITDA for the six month period was $18.0 million compared to EBITDA of $25.5 million, as restated, for the same period last year.

Second Quarter Results Conference Call

A conference call to review second quarter financial results and the restatement will be held today

at 1:30 p.m. Eastern Time and may be accessed by calling 888-889-5602 (U.S. only) or 973-339-3086. Live listen-only access to the conference call will be available from the Stratus website at www.stratus.com.

Restatement of Consolidated Financial Statements

Stratus has restated its consolidated financial results for fiscal years 2000 through 2004 and the first quarter of fiscal 2005. As previously reported, the primary impact of the restatements is the adjustment to the timing of revenue recognition. Other adjustments include reclassifications of product revenue to service revenue to account for hardware maintenance as a service rather than a warranty cost and a reduction to our allowance for doubtful accounts.

An overview of adjustments by period is as follows:

•

2005 – Restated revenue for the first quarter of 2005 was $68.0 million compared with $66.4 million as previously reported. Restated deferred revenue as of May 30, 2004 was $42.8 million as compared with $25.7 million as previously reported. Restated cost of revenue was $35.4 million as compared with $34.8 million as previously reported. Restated inventory was $33.1 million as compared with $29.1 million as previously reported. Restated profit from operations was $3.0 million as compared with $2.0 million as previously reported. Restated net loss was $3.7 million as compared with $4.8 million as previously reported. Restated EBITDA was $8.3 million as compared with $7.1 million as previously reported.

•

2004 – Restated revenue for fiscal 2004 was $256.9 million compared with $261.3 million as previously reported. Restated deferred revenue as of February 29, 2004 was $43.0 million as compared with $24.0 million as previously reported. Restated cost of revenue was $129.5 million as compared with $128.0 million as previously reported. Restated inventory was $35.6 million as compared with $30.4 million as previously reported. Restated profit from operations was $9.6 million as compared with $14.6 million as previously reported. Restated net loss was $7.0 million as compared with $1.3 million as previously reported. Restated EBITDA was $37.9 million as compared with $43.0 million as previously reported.

•

2003 – Restated revenue for fiscal 2003 was $244.4 million compared with $246.9 million as previously reported. Restated deferred revenue as of February 23, 2003 was $34.7 million as compared with $21.1 million as previously reported. Restated cost of revenue was $127.5 million as compared with $128.5 million as previously reported. Restated inventory was $36.1 million as compared with $31.3 million as previously reported. Restated profit from operations was $7.3 million as compared with $8.9 million as previously reported. Restated net loss was $7.0 million as compared with $6.1 million as previously reported. Restated EBITDA was $30.2 million as compared with $31.7 million as previously reported.

•

2002 – Restated revenue for fiscal 2002 was $251.9 million compared with $244.8 million as previously reported. Restated deferred revenue as of February 24, 2002 was $31.0 million as compared with $20.5 million as previously reported. Restated cost of revenue was $153.3 million as compared with $153.7 million as previously reported. Restated inventory was $28.5 million as compared with $25.3 million as previously reported. Restated loss from operations was $25.7 million as compared with $33.2 million as previously reported. Restated net loss was $47.3 million as compared with $53.4 million as previously reported. Restated EBITDA was $2.5 million as compared with negative EBITDA of $5.1 million as previously reported.

•

2001 – Restated revenue for fiscal 2001 was $305.4 million compared with $311.0 million as previously reported. Restated deferred revenue as of February 25, 2001 was $34.7 million as compared with $16.6 million as previously reported. Restated cost of revenue was $159.2 million as compared with $160.1 million as previously reported. Restated inventory was $22.9 million as compared with $19.2 million as previously reported. Restated loss from operations was $16.4 million as compared with $11.7 million as previously reported. Restated net loss was $22.1 million as compared with $17.4 million as previously reported. Restated EBITDA was $5.2 million as compared with $9.9 million as previously reported.

•

2000 – Restated revenue for fiscal 2000 was $270.9 million compared with $283.7 million as previously reported. Restated deferred revenue as of February 27, 2000 was $26.7 million as compared with $14.0 million as previously reported. Restated cost of revenue was $150.4 million as compared with $155.0 million as previously reported. Restated inventory was $14.7 million as compared with $11.5 million as previously reported. Restated loss from operations was $10.9 million as compared with $2.7 million as previously reported. Restated net loss was $20.3 million as compared with $13.7 million as previously reported. Restated EBITDA was $3.5 million as compared with $11.7 million as previously reported.

The quarterly report for the second quarter of fiscal 2005 and restated financial statements for the restated periods, including footnotes, management’s discussion and analysis will be furnished as soon as practicable on separate Form 6-K filings.

About Stratus Technologies

Stratus Technologies is a global provider of fault-tolerant computer servers, technologies and services, with more than 20 years of experience focused in the fault-tolerant server market. Stratus servers provide high levels of reliability relative to the server industry, delivering 99.999% uptime or better. Stratus servers and support services are used by customers for their critical computer-based operations that are required to be continuously available for the proper functioning of their businesses.

Forward-Looking Statements. This press release may contain forward-looking statements (within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities

Exchange Act of 1934, as amended). You are cautioned that such forward-looking statements are not guarantees of future performance and involve a number of risks and uncertainties that could cause actual results to differ materially from those described in such forward-looking statements. Such risks and uncertainties include, but are not limited to, the continued acceptance of our products by the market; our ability to enter into new service agreements and to retain customers under existing service contracts; our ability to source quality components and key technologies without interruption and at acceptable prices; our reliance on sole source manufacturers and suppliers; the presence of existing competitors and the emergence of new competitors; our financial condition and liquidity and our leverage and debt service obligations; economic conditions globally and in our most important markets; developments in the fault-tolerant and high-availability server markets; claims by third parties that we infringe upon their intellectual property rights; our success in adequately protecting our intellectual property rights; our success in maintaining efficient manufacturing and logistics operations; our ability to recruit, retain and develop appropriately skilled employees; exposure for systems and service failures; fluctuations in exchange rates; current risks of terrorist activity and acts of war; and the impact of changes in policies, laws, regulations or practices of foreign governments on our international operations. Any forward-looking statements in this press release are made as of the date hereof, and Stratus undertakes no duty to further update such forward-looking statements.

Stratus Technologies International, S.à r.l.

Consolidated Condensed Statement of Earnings

(Unaudited)

(In thousands)


	Three Months Ended August 29 2004			Three Months Ended August 24, 2003
	As Reported			As Reported			Adjustments		As Restated
Revenue
Product	$	28,845		$	24,769		$	4,811	$	29,580
Service		40,072			37,564			1,278		38,842

Total revenue		68,917			62,333			6,089		68,422

Cost of revenue
Product		16,513			13,613			3,095		16,708
Service		19,344			15,985			288		16,273
Amortization of intangibles		502			502			—		502

Total cost of revenue		36,359			30,100			3,383		33,483

Gross profit		32,558			32,233			2,706		34,939

Operating expenses
Research and development		12,215			10,430			—		10,430
Sales and marketing		12,009			11,313			23		11,336
General and administrative		3,799			2,737			—		2,737
Amortization of intangibles		1,150			1,150			—		1,150
Restructuring and asset impairment charges		—			797			—		797
Management fees		—			188			—		188

Total operating expenses		29,173			26,615			23		26,638

Profit from operations		3,385			5,618			2,683		8,301

Interest expense, net		(5,209	)		(2,852	)		—		(2,852	)
Other income (expense), net		198			(37	)		—		(37	)

Income (loss) before taxes		(1,626	)		2,729			2,683		5,412

Tax provision		640			575			5		580

Net income (loss)	$	(2,266	)	$	2,154		$	2,678	$	4,832

EBITDA TABLE
Net income (loss)	$	(2,266	)	$	2,154		$	2,678	$	4,832
Add
Interest expense, net		5,209			2,852			—		2,852
Provision for income taxes		640			575			5		580
Depreciation and amortization		6,083			6,094			23		6,117

EBITDA (A)	$	9,666		$	11,675		$	2,706	$	14,381

(A)

EBITDA is a non-GAAP financial measure, which represents net income (loss) before interest, taxes, depreciation and amortization. We present EBITDA because we consider it an important supplemental measure of our performance and believe it is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry.

We also use EBITDA for the following purposes: Our credit agreement and our indenture use EBITDA (with additional adjustments) to measure our compliance with covenants such as interest coverage and debt incurrence. EBITDA is also used by us and others in our industry to evaluate and price potential acquisition candidates.

EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP.

Some of these limitations are:

EBITDA does not reflect our cash expenditures, or future requirements for capital expenditures, or contractual commitments;

EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debts;

Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA does not reflect any cash requirements for such replacements;

Other companies in our industry may calculate EBITDA differently than we do, limiting its usefulness as a comparative measure.

Because of these limitations, EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business.

We compensate for these limitations by relying primarily on our GAAP results and using EBITDA only supplementally.

EBITDA is a measure of our performance that is not required by, or presented in accordance with, GAAP. EBITDA

is not a measurement of our financial performance under GAAP and should not be considered as an alternative to net income, operating income or any other performance measures derived in accordance with GAAP or as an alternative to cash flow from operating activities as a measure of our liquidity.

Stratus Technologies International, S.à r.l.

Consolidated Condensed Statement of Earnings

(Unaudited)

(In thousands)


	Six Months Ended August 29 2004			Six Months Ended August 24, 2003
	As Reported			As Reported			Adjustments		As Restated
Revenue
Product	$	57,199		$	49,570		$	2,828	$	52,398
Service		79,666			74,084			2,710		76,794

Total revenue		136,865			123,654			5,538		129,192

Cost of revenue
Product		34,587			27,226			2,687		29,913
Service		36,205			32,041			354		32,395
Amortization of intangibles		1,004			1,004			—		1,004

Total cost of revenue		71,796			60,271			3,041		63,312

Gross profit		65,069			63,383			2,497		65,880

Operating expenses
Research and development		24,889			22,533			—		22,533
Sales and marketing		24,282			21,666			22		21,688
General and administrative		7,231			5,680			—		5,680
Amortization of intangibles		2,300			2,394			—		2,394
Restructuring charges		(10	)		803			—		803
Management fees		—			376			—		376

Total operating expenses		58,692			53,452			22		53,474

Profit from operations		6,377			9,931			2,475		12,406

Interest expense, net		(10,453	)		(5,856	)		—		(5,856	)
Other income (expense), net		(749	)		526			1		527

Income (loss) before taxes		(4,825	)		4,601			2,476		7,077

Tax provision		1,176			926			86		1,012

Net income (loss)	$	(6,001	)	$	3,675		$	2,390	$	6,065

EBITDA TABLE
Net income (loss)	$	(6,001	)	$	3,675		$	2,390	$	6,065
Add
Interest expense, net		10,453			5,856			—		5,856
Provision for income taxes		1,176			926			86		1,012
Depreciation and amortization		12,326			12,499			23		12,522

EBITDA (A)	$	17,954		$	22,956		$	2,499	$	25,455

(A)

EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP.

Some of these limitations are:

EBITDA does not reflect our cash expenditures, or future requirements for capital expenditures, or contractual commitments;

EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debts;

Other companies in our industry may calculate EBITDA differently than we do, limiting its usefulness as a comparative measure.

Because of these limitations, EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business.

We compensate for these limitations by relying primarily on our GAAP results and using EBITDA only supplementally.

EBITDA is a measure of our performance that is not required by, or presented in accordance with, GAAP. EBITDA

Stratus Technologies International, S.à r.l.

Consolidated Condensed Balance Sheet

(Unaudited)

(In thousands)


	August 29 2004			February 29, 2004
	As Reported			As Reported			Adjustments			As Restated
ASSETS

Current assets
Cash and cash equivalents	$	21,828		$	23,098		$	—		$	23,098
Accounts receivable, net		62,834			62,095			868			62,963
Inventory		32,880			30,418			5,202			35,620
Prepaid expenses and other current assets		5,849			6,420			39			6,459

Total current assets		123,391			122,031			6,109			128,140
Property, plant & equipment, net		38,542			42,150			—			42,150
Other assets		43,392			46,257			(6	)		46,251

Total assets	$	205,325		$	210,438		$	6,103		$	216,541

LIABILITIES & STOCKHOLDER’S EQUITY (DEFICIT)

Current liabilities
Current term debt	$	11,299		$	1,913		$	—		$	1,913
Accounts payable		19,584			22,440			(5	)		22,435
Accrued expenses		27,426			31,726			(944	)		30,782
Income taxes payable		7,890			6,925			7			6,932
Deferred revenue		43,274			23,962			19,043			43,005

Total current liabilities		109,473			86,966			18,101			105,067

Long-term liabilities
Long-term debt		170,462			180,885			—			180,885
Other liabilities		2,139			1,498			—			1,498

Total stockholder’s equity (deficit):		(76,749	)		(58,911	)		(11,998	)		(70,909	)

Total liabilities and stockholder’s deficit:	$	205,325		$	210,438		$	6,103		$	216,541

Stratus Technologies International, S.à r.l.

Consolidated Condensed Statement of Earnings

(Unaudited)

(In thousands)


	Three Months Ended May 30, 2004									Three Months Ended May 25, 2003
	As Reported			Adjustments			As Restated			As Reported			Adjustments			As Restated
Revenue
Product	$	28,306		$	48		$	28,354		$	24,801		$	(1,983	)	$	22,818
Service		38,139			1,455			39,594			36,520			1,432			37,952

Total revenue		66,445			1,503			67,948			61,321			(551	)		60,770

Cost of revenue
Product		17,410			664			18,074			13,613			(408	)		13,205
Service		16,893			(32	)		16,861			16,056			66			16,122
Amortization of intangibles		502			—			502			502			—			502

Total cost of revenue		34,805			632			35,437			30,171			(342	)		29,829

Gross profit		31,640			871			32,511			31,150			(209	)		30,941

Operating expenses
Research and development		12,674			—			12,674			12,103			—			12,103
Sales and marketing		12,358			(85	)		12,273			10,353			—			10,353
General and administrative		3,426			6			3,432			2,943			—			2,943
Amortization of intangibles		1,150			—			1,150			1,244			—			1,244
Restructuring charges		(10	)		—			(10	)		6			—			6
Management fees		—									188			—			188

Total operating expenses		29,598			(79	)		29,519			26,837			—			26,837

Profit from operations		2,042			950			2,992			4,313			(209	)		4,104

Interest expense, net		(5,244	)		—			(5,244	)		(3,004	)		—			(3,004	)
Other income (expense), net		(1,077	)		130			(947	)		563			2			565

Income (loss) before taxes		(4,279	)		1,080			(3,199	)		1,872			(207	)		1,665

Tax provision		499			37			536			351			81			432

Net income (loss)	$	(4,778	)	$	1,043		$	(3,735	)	$	1,521		$	(288	)	$	1,233

EBITDA TABLE
Net income (loss)	$	(4,778	)	$	1,043		$	(3,735	)	$	1,521		$	(288	)	$	1,233
Add
Interest expense, net		5,244			—			5,244			3,004			—			3,004
Provision for income taxes		499			37			536			351			81			432
Depreciation and amortization		6,149			94			6,243			6,405			—			6,405

EBITDA (A)	$	7,114		$	1,174		$	8,288		$	11,281		$	(207	)	$	11,074

(A)

EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP.

Some of these limitations are:

EBITDA does not reflect our cash expenditures, or future requirements for capital expenditures, or contractual commitments;

EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debts;

Other companies in our industry may calculate EBITDA differently than we do, limiting its usefulness as a comparative measure.

Because of these limitations, EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business.

We compensate for these limitations by relying primarily on our GAAP results and using EBITDA only supplementally.

EBITDA is a measure of our performance that is not required by, or presented in accordance with, GAAP. EBITDA

Stratus Technologies International, S.à r.l.

Consolidated Condensed Balance Sheet

(Unaudited)

(In thousands)


	May 30, 2004									February 29, 2004
	As Reported			Adjustments			As Restated			As Reported			Adjustments			As Restated
ASSETS

Current assets
Cash and cash equivalents	$	27,645		$	—		$	27,645		$	23,098		$	—		$	23,098
Accounts receivable, net		57,112			850			57,962			62,095			868			62,963
Inventory		29,118			3,942			33,060			30,418			5,202			35,620
Prepaid expenses and other current assets		6,294			142			6,436			6,420			39			6,459

Total current assets		120,169			4,934			125,103			122,031			6,109			128,140
Property, plant & equipment, net		39,719			(2	)		39,717			42,150			—			42,150
Other assets		44,654			(6	)		44,648			46,257			(6	)		46,251

Total assets	$	204,542		$	4,926		$	209,468		$	210,438		$	6,103		$	216,541

LIABILITIES & STOCKHOLDER’S EQUITY (DEFICIT)

Current liabilities
Current term debt	$	11,280		$	—		$	11,280		$	1,913		$	—		$	1,913
Accounts payable		17,474			(6	)		17,468			22,440			(5	)		22,435
Accrued expenses		33,774			(1,212	)		32,562			31,726			(944	)		30,782
Income taxes payable		7,180			35			7,215			6,925			7			6,932
Deferred revenue		25,744			17,050			42,794			23,962			19,043			43,005

Total current liabilities		95,452			15,867			111,319			86,966			18,101			105,067

Long-term liabilities
Long-term debt		170,915			—			170,915			180,885			—			180,885
Other liabilities		1,994			—			1,994			1,498			—			1,498

Total stockholder’s equity (deficit):		(63,819	)		(10,941	)		(74,760	)		(58,911	)		(11,998	)		(70,909	)

Total liabilities and stockholder’s equity:	$	204,542		$	4,926		$	209,468		$	210,438		$	6,103		$	216,541

Stratus Technologies International, S.à r.l.

Consolidated Condensed Statement of Earnings

(Unaudited)

(In thousands)


	Fiscal Year Ended February 29, 2004
	As Reported			Adjustments			As Restated
Revenue
Product		110,902		$	(9,505	)	$	101,397
Service		150,447			5,072			155,519

Total revenue		261,349			(4,433	)		256,916

Cost of revenue
Product		59,268			428			59,696
Service		66,741			1,009			67,750
Amortization of intangibles		2,007			—			2,007

Total cost of revenue		128,016			1,437			129,453

Gross profit		133,333			(5,870	)		127,463

Operating expenses
Research and development		49,046			2			49,048
Sales and marketing		47,594			90			47,684
General and administrative		14,126			(939	)		13,187
Amortization of intangibles		4,699			—			4,699
Restructuring and asset impairment charges		623			—			623
Management fees		2,611			—			2,611

Total operating expenses		118,699			(847	)		117,852

Profit from operations		14,634			(5,023	)		9,611

Interest expense, net		(16,167	)		—			(16,167	)
Other income (expense), net		3,280			(135	)		3,145

Income (loss) before taxes		1,747			(5,158	)		(3,411	)

Tax provision		3,036			584			3,620

Net loss	$	(1,289	)	$	(5,742	)	$	(7,031	)

EBITDA TABLE
Net loss	$	(1,289	)	$	(5,742	)	$	(7,031	)
Add
Interest expense, net		16,167			—			16,167
Provision for income taxes		3,036			584			3,620
Depreciation and amortization		25,060			93			25,153

EBITDA (A)	$	42,974		$	(5,065	)	$	37,909

(A)

EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP.

Some of these limitations are:

EBITDA does not reflect our cash expenditures, or future requirements for capital expenditures, or contractual commitments;

EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debts;

Other companies in our industry may calculate EBITDA differently than we do, limiting its usefulness as a comparative measure.

Because of these limitations, EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business.

We compensate for these limitations by relying primarily on our GAAP results and using EBITDA only supplementally.

EBITDA is a measure of our performance that is not required by, or presented in accordance with, GAAP. EBITDA

Stratus Technologies International, S.à r.l.

Consolidated Condensed Balance Sheet

(Unaudited)

(In thousands)


	February 29, 2004
	As Reported			Adjustments			As Restated
ASSETS

Current assets
Cash and cash equivalents	$	23,098		$	—		$	23,098
Accounts receivable, net		62,095			868			62,963
Inventory		30,418			5,202			35,620
Prepaid expenses and other current assets		6,420			39			6,459

Total current assets		122,031			6,109			128,140
Property, plant & equipment, net		42,150			—			42,150
Other assets		46,257			(6	)		46,251

Total assets	$	210,438		$	6,103		$	216,541

LIABILITIES & STOCKHOLDER’S EQUITY (DEFICIT)

Current liabilities
Current term debt	$	1,913		$	—		$	1,913
Accounts payable		22,440			(5	)		22,435
Accrued expenses		31,726			(944	)		30,782
Income taxes payable		6,925			7			6,932
Deferred revenue		23,962			19,043			43,005

Total current liabilities		86,966			18,101			105,067

Long-term liabilities
Long-term debt		180,885			—			180,885
Other liabilities		1,498			—			1,498

Total stockholder’s equity (deficit):		(58,911	)		(11,998	)		(70,909	)

Total liabilities and stockholder’s deficit:	$	210,438		$	6,103		$	216,541

Stratus Technologies International, S.à r.l.

Consolidated Condensed Statement of Earnings

(Unaudited)

(In thousands)


	Fiscal Year Ended February 23, 2003
	As Reported			Adjustments			As Restated
Revenue
Product		119,422		$	(10,011	)	$	109,411
Service		127,509			7,496			135,005

Total revenue		246,931			(2,515	)		244,416

Cost of revenue
Product		62,452			(1,510	)		60,942
Service		63,357			512			63,869
Amortization of intangibles		1,508			—			1,508
Asset impairment and other charges		1,174			—			1,174

Total cost of revenue		128,491			(998	)		127,493

Gross profit		118,440			(1,517	)		116,923

Operating expenses
Research and development		47,408			—			47,408
Sales and marketing		42,548			—			42,548
General and administrative		11,649			—			11,649
Amortization of intangibles		2,522			—			2,522
Restructuring and asset impairment charges		4,705			—			4,705
Management fees		750			—			750

Total operating expenses		109,582			—			109,582

Profit from operations		8,858			(1,517	)		7,341

Interest expense, net		(11,441	)		—			(11,441	)
Other income (expense), net		(226	)		(19	)		(245	)

Loss before taxes		(2,809	)		(1,536	)		(4,345	)

Tax provision		3,332			(649	)		2,683

Net loss	$	(6,141	)	$	(887	)	$	(7,028	)

EBITDA TABLE
Net loss	$	(6,141	)	$	(887	)	$	(7,028	)
Add
Interest expense, net		11,441			—			11,441
Provision for income taxes		3,332			(649	)		2,683
Depreciation and amortization		23,097			9			23,106

EBITDA (A)	$	31,729		$	(1,527	)	$	30,202

(A)

EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP.

Some of these limitations are:

EBITDA does not reflect our cash expenditures, or future requirements for capital expenditures, or contractual commitments;

EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debts;

Other companies in our industry may calculate EBITDA differently than we do, limiting its usefulness as a comparative measure.

Because of these limitations, EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business.

We compensate for these limitations by relying primarily on our GAAP results and using EBITDA only supplementally.

EBITDA is a measure of our performance that is not required by, or presented in accordance with, GAAP. EBITDA

Stratus Technologies International, S.à r.l.

Consolidated Condensed Balance Sheet

(Unaudited)

(In thousands)


	February 23, 2003
	As Reported			Adjustments			As Restated
ASSETS

Current assets
Cash and cash equivalents	$	16,444		$	—		$	16,444
Accounts receivable, net		63,677			58			63,735
Inventory		31,287			4,842			36,129
Prepaid expenses and other current assets		6,493			1,300			7,793

Total current assets		117,901			6,200			124,101
Property, plant & equipment, net		45,563			—			45,563
Other assets		49,591			(740	)		48,851

Total assets	$	213,055		$	5,460		$	218,515

LIABILITIES & STOCKHOLDER’S EQUITY (DEFICIT)

Current liabilities
Current term debt	$	15,780		$	—		$	15,780
Accounts payable		19,475			—			19,475
Accrued expenses		42,518			(1,810	)		40,708
Income taxes payable		7,225			9			7,234
Deferred revenue		21,135			13,526			34,661

Total current liabilities		106,133			11,725			117,858

Long-term liabilities
Long-term debt		99,523			—			99,523
Other liabilities		7,900			(154	)		7,746

Total stockholder’s equity (deficit):		(501	)		(6,111	)		(6,612	)

Total liabilities and stockholder’s deficit:	$	213,055		$	5,460		$	218,515

Stratus Technologies International, S.à r.l.

Consolidated Condensed Statement of Earnings

(Unaudited)

(In thousands)


	Fiscal Year Ended February 24, 2002
	As Reported			Adjustments			As Restated
Revenue
Product	$	118,709		$	(4,160	)	$	114,549
Service		126,085			11,282			137,367

Total revenue		244,794			7,122			251,916

Cost of revenue
Product		73,168			(471	)		72,697
Service		75,793			96			75,889
Amortization of intangibles		1,508			—			1,508
Asset impairment and other charges		3,182			—			3,182

Total cost of revenue		153,651			(375	)		153,276

Gross profit		91,143			7,497			98,640

Operating expenses
Research and development		54,806			—			54,806
Sales and marketing		45,986			—			45,986
General and administrative		14,324			—			14,324
Amortization of intangibles		3,447			—			3,447
Restructuring and asset impairment charges		12,518			—			12,518
Contract settlement		(7,500	)		—			(7,500	)
Management fees		750			—			750

Total operating expenses		124,331			—			124,331

Loss from operations		(33,188	)		7,497			(25,691	)

Interest expense, net		(10,405	)		—			(10,405	)
Other income (expense), net		(445	)		108			(337	)

Loss before taxes		(44,038	)		7,605			(36,433	)

Tax provision		9,343			1,506			10,849

Net loss	$	(53,381	)	$	6,099		$	(47,282	)

EBITDA TABLE
Net income (loss)	$	(53,381	)	$	6,099		$	(47,282	)
Add
Interest expense, net		10,405			—			10,405
Provision for income taxes		9,343			1,506			10,849
Depreciation and amortization		28,546			29			28,575

EBITDA (A)	$	(5,087	)	$	7,634		$	2,547

(A)

EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP.

Some of these limitations are:

EBITDA does not reflect our cash expenditures, or future requirements for capital expenditures, or contractual commitments;

EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debts;

Other companies in our industry may calculate EBITDA differently than we do, limiting its usefulness as a comparative measure.

Because of these limitations, EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business.

We compensate for these limitations by relying primarily on our GAAP results and using EBITDA only supplementally.

EBITDA is a measure of our performance that is not required by, or presented in accordance with, GAAP. EBITDA is not a measurement of our financial performance under GAAP and should not be considered as an alternative to net income, operating income or any other performance measures derived in accordance with GAAP or as an alternative to cash flow from operating activities as a measure of our liquidity.

Stratus Technologies International, S.à r.l.

Consolidated Condensed Balance Sheet

(Unaudited)

(In thousands)


	February 24, 2002
	As Reported			Adjustments			As Restated
ASSETS

Current assets
Cash and cash equivalents	$	22,711		$	—		$	22,711
Accounts receivable, net		56,340			—			56,340
Inventory		25,283			3,256			28,539
Prepaid expenses and other current assets		7,723			584			8,307

Total current assets		112,057			3,840			115,897
Property, plant & equipment, net		50,808			—			50,808
Other assets		40,224			(551	)		39,673

Total assets	$	203,089		$	3,289		$	206,378

LIABILITIES & STOCKHOLDER’S EQUITY (DEFICIT)

Current liabilities
Current term debt	$	42,079		$	—		$	42,079
Accounts payable		24,008			—			24,008
Accrued expenses		35,426			(2,004	)		33,422
Income taxes payable		6,507			(24	)		6,483
Deferred revenue		20,503			10,536			31,039

Total current liabilities		128,523			8,508			137,031

Long-term liabilities
Long-term debt		104,682			—			104,682
Other liabilities		5,224			—			5,224

Total stockholder’s equity (deficit):		(35,340	)		(5,219	)		(40,559	)

Total liabilities and stockholder’s deficit:	$	203,089		$	3,289		$	206,378

Stratus Technologies International, S.à r.l.

Consolidated Condensed Statement of Earnings

(Unaudited)

(In thousands)


	Fiscal Year Ended February 25, 2001
	As Reported			Adjustments			As Restated
Revenue
Product	$	183,704		$	(18,729	)	$	164,975
Service		127,300			13,079			140,379

Total revenue		311,004			(5,650	)		305,354

Cost of revenue
Product		79,657			(939	)		78,718
Service		78,929			—			78,929
Amortization of intangibles		1,514			—			1,514

Total cost of revenue		160,100			(939	)		159,161

Gross profit		150,904			(4,711	)		146,193

Operating expenses
Research and development		67,449			—			67,449
Sales and marketing		65,564			—			65,564
General and administrative		25,443			—			25,443
Purchased in-process research and development		(120	)		—			(120	)
Amortization of intangibles		3,468			—			3,468
Management fees and recapitalization fees		750			—			750

Total operating expenses		162,554			—			162,554

Loss from operations		(11,650	)		(4,711	)		(16,361	)

Interest expense, net		(4,883	)		—			(4,883	)
Other income (expense), net		831			35			866

Loss before taxes		(15,702	)		(4,676	)		(20,378	)

Tax provision		1,715			49			1,764

Net loss	$	(17,417	)	$	(4,725	)	$	(22,142	)

EBITDA TABLE
Net income (loss)	$	(17,417	)	$	(4,725	)	$	(22,142	)
Add
Interest expense, net		4,883			—			4,883
Provision for income taxes		1,715			49			1,764
Depreciation and amortization		20,694			—			20,694

EBITDA (A)	$	9,875		$	(4,676	)	$	5,199

(A)

EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP.

Some of these limitations are:

EBITDA does not reflect our cash expenditures, or future requirements for capital expenditures, or contractual commitments;

EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debts;

Other companies in our industry may calculate EBITDA differently than we do, limiting its usefulness as a comparative measure.

Because of these limitations, EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business.

We compensate for these limitations by relying primarily on our GAAP results and using EBITDA only supplementally.

EBITDA is a measure of our performance that is not required by, or presented in accordance with, GAAP. EBITDA

Stratus Technologies International, S.à r.l.

Consolidated Condensed Balance Sheet

(Unaudited)

(In thousands)


	February 25, 2001
	As Reported		Adjustments			As Restated
ASSETS

Current assets
Cash and cash equivalents	$	26,367	$	—		$	26,367
Accounts receivable, net		70,151		—			70,151
Inventory		19,238		3,695			22,933
Prepaid expenses and other current assets		14,094		38			14,132

Total current assets		129,850		3,733			133,583
Property, plant & equipment, net		57,748		—			57,748
Other assets		40,605		1,504			42,109

Total assets	$	228,203	$	5,237		$	233,440

LIABILITIES & STOCKHOLDER’S EQUITY (DEFICIT)

Current liabilities
Current term debt	$	6,400	$	—		$	6,400
Accounts payable		31,419		—			31,419
Accrued expenses		44,903		(1,636	)		43,267
Income taxes payable		3,979		34			4,013
Deferred revenue		16,561		18,106			34,667

Total current liabilities		103,262		16,504			119,766

Long-term liabilities
Long-term debt		105,543		—			105,543
Other liabilities		4,404		—			4,404

Total stockholder’s equity (deficit):		14,994		(11,267	)		3,727

Total liabilities and stockholder’s equity:	$	228,203	$	5,237		$	233,440

Stratus Technologies International, S.à r.l.

Consolidated Condensed Statement of Earnings

(Unaudited)

(In thousands)


	Fiscal Year Ended February 27, 2000
	As Reported			Adjustments			As Restated
Revenue
Product	$	151,746		$	(20,122	)	$	131,624
Service		132,001			7,320			139,321

Total revenue		283,747			(12,802	)		270,945

Cost of revenue
Product		80,550			(4,638	)		75,912
Service		72,926			—			72,926
Amortization of intangibles		1,535						1,535

Total cost of revenue		155,011			(4,638	)		150,373

Gross profit		128,736			(8,164	)		120,572

Operating expenses
Research and development		45,844						45,844
Sales and marketing		49,685						49,685
General and administrative		14,327						14,327
Purchased in-process research and development		13,874						13,874
Amortization of intangibles		3,534						3,534
Management fees		4,205						4,205

Total operating expenses		131,469			—			131,469

Loss from operations		(2,733	)		(8,164	)		(10,897	)

Interest expense, net		(5,005	)					(5,005	)
Other income (expense), net		(616	)		9			(607	)

Loss before taxes		(8,354	)		(8,155	)		(16,509	)

Tax provision		5,366			(1,616	)		3,750

Net loss	$	(13,720	)	$	(6,539	)	$	(20,259	)

EBITDA TABLE
Net loss	$	(13,720	)	$	(6,539	)	$	(20,259	)
Add
Interest expense, net		5,005			—			5,005
Provision for income taxes		5,366			(1,616	)		3,750
Depreciation and amortization		15,030			—			15,030

EBITDA (A)	$	11,681		$	(8,155	)	$	3,526

(A)

EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP.

Some of these limitations are:

EBITDA does not reflect our cash expenditures, or future requirements for capital expenditures, or contractual commitments;

EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debts;

Other companies in our industry may calculate EBITDA differently than we do, limiting its usefulness as a comparative measure.

Because of these limitations, EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business.

We compensate for these limitations by relying primarily on our GAAP results and using EBITDA only supplementally.

EBITDA is a measure of our performance that is not required by, or presented in accordance with, GAAP. EBITDA

Stratus Technologies International, S.à r.l.

Consolidated Condensed Balance Sheet

(Unaudited)

(In thousands)


	February 27, 2000
	As Reported		Adjustments			As Restated
ASSETS

Current assets
Cash and cash equivalents	$	53,469	$	—		$	53,469
Accounts receivable, net		55,847		—			55,847
Inventory		11,460		3,237			14,697
Prepaid expenses and other current assets		6,708		1,046			7,754

Total current assets		127,484		4,283			131,767
Property, plant & equipment, net		40,811		—			40,811
Other assets		48,338		217			48,555

Total assets	$	216,633	$	4,500		$	221,133

LIABILITIES & STOCKHOLDER’S EQUITY (DEFICIT)

Current liabilities
Current term debt	$	3,250	$	—		$	3,250
Accounts payable		24,304		—			24,304
Accrued expenses		50,157		(1,282	)		48,875
Income taxes payable		9,692		(343	)		9,349
Deferred revenue		14,039		12,695			26,734

Total current liabilities		101,442		11,070			112,512

Long-term liabilities
Long-term debt		54,875		—			54,875
Other liabilities		1,273		—			1,273

Total stockholder’s equity (deficit):		59,043		(6,570	)		52,473

Total liabilities and stockholder’s equity:	$	216,633	$	4,500		$	221,133

STRATUS TECHNOLOGIES INTERNATIONAL SARL 6-K