Stockholders' Equity

12 Months Ended

Dec. 31, 2013

Equity [Abstract]

Stockholders' Equity

Stockholders' Equity

Authorized Shares

On December 26, 2012 the Company effected a reverse stock split of 1 for 20 shares which reduced the number of authorized Common Stock to 16,000,000, par value $0.0017. The Company is authorized to issue up to 1 million shares of its $0.01 par value Preferred Stock.

Accumulated Other Comprehensive Income

Accumulated Other Comprehensive income is comprised of the effects of foreign currency translation adjustments to the financial statements.

Stock Repurchase Programs and Stock Repurchase

On September 13, 2010, the Company announced that the Board of Directors approved a repurchase of shares of Common Stock of the Company in an amount up to $10.0 million under a stock repurchase program. The program expired on December 31, 2011. Under this program the Company purchased 15 thousand shares at a total cost of $0.4 million, and 55 thousand shares at a total cost of $1.5 million during the year ended December 31, 2011 and 2010, respectively.

On August 17, 2012, the Company entered into a Share Purchase Agreement with T2 Accredited Fund, L.P., T2 Qualified Fund, L.P. and Tilson Offshore Fund, Ltd. to purchase 292 thousand shares of the Company's Common Stock owned by the sellers at a price of $9.60 per share for an aggregate price of $2.8 million, which was a discount of 7.7% percent from the last reported trading price of $10.40 per share for the Company's Common Stock on August 16, 2012. The sale was executed on August 20, 2012.

On December 3, 2012, the Company announced that the Board of Directors approved a repurchase of shares of Common Stock of the Company in an amount up to $10.0 million under a stock repurchase program. The program expires on December 31, 2013. Under this program the Company purchased 40 thousand shares at a total cost of $0.4 million during the year ended December 31, 2012, and 262 thousand shares at a total cost of $2.6 million during the year ended December 31, 2013. Under this Stock Repurchase Program, the Company had purchased 302,178 shares at a total cost of approximately $3.0 million.

On August 15, 2013, the Company Board of Directors terminated the Company's existing stock repurchase plan and approved a replacement repurchase plan on substantially the same terms in an amount up to $7.0 million that is scheduled to expire on May 14, 2014. Since August 15, 2013 the Company has purchased 127,510 shares at a total cost of approximately $1.3 million during the year ended December 31, 2013, leaving $5.7 million for future purchase.

Equity Grants

MRV's equity plans provide for granting options, restricted stock or other forms of equity to purchase shares of MRV's Common Stock, to employees, directors and non-employees performing consulting or advisory services for the Company. Under these plans, stock options exercise prices generally equal the fair market value of MRV's Common Stock at the date of grant and restricted stock grants do not have exercise prices. The options generally vest over one year to four years with expiration dates of ten years from the date of grant and all outstanding restricted stock grants vest one year from the date of grant. The Company's 2007 Omnibus Plan provides for granting options, restricted stock, and other forms of equity, and is at the discretion of the Board of Directors. As of December 31, 2013, 251 thousand options to purchase shares of Common Stock were available for future awards under the plan. See Note 13 Share-Based Compensation for additional discussion.

Dividends

On May 1, 2012, the Company's Board of Directors declared a dividend and payment to option holders totaling approximately $47.3 million, or $6.00 per share of the Company's Common Stock. The dividend was paid on May 25, 2012 to holders of record as of the close of business on May 16, 2012. The Board also approved a staggered cash payment to option holders equal to the loss in the Black-Scholes fair value of their options as a result of the dividend. Restricted stockholders received per share payments in the same amount as the Company's stockholders. Option holders who provided service to the Company at the time of the payment of the dividend received 50 percent of the payment amount in respect of their vested options promptly following payment of the dividend, and will receive 50 percent of the payment amount 12 months following, conditioned upon continuous service to MRV, subject to certain acceleration conditions such as involuntary termination without cause, death or disability, change of control, or a sale of the business unit in which the option holder is employed. Option holders with unvested options will receive the cash payment in 12 months, subject to the same conditions described above.

On December 3, 2012, the Company's Board of Directors declared a dividend and payment to option holders totaling approximately $10.6 million, or $1.40 per share of the Company's Common Stock. The dividend was paid on December 21, 2012 to holders of record as of the close of business on December 14, 2012. Restricted stockholders received per share payments in the same amount as the Company's stockholders. Option holders received a one-time payment equal to the loss in the Black-Scholes fair value of their options as a result of the dividend.

On October 20, 2011, the Board of Directors declared a $75.0 million special dividend, representing approximately $0.48 per share, which was paid on November 10, 2011. The dividend represented excess capital resulting from our sale of Source Photonics.

Reverse Split

On October 11, 2012, the Company's stockholders approved a motion authorizing the Board of Directors to amend the Company's amended and restated certificate of incorporation to effect a reverse stock split of all outstanding shares of the Company's Common Stock at one of the approved ratios of 1:10, 1:11, 1:12, 1:13, 1:14, 1:15, 1:16, 1:17, 1:18, 1:19 or 1:20, at the Board of Director's discretion, and reduce the authorized shares of Common Stock in the same ratio. On December 3, 2012, the Company issued a press release announcing that its Board of Directors had approved a 1-for-20 reverse stock split of the Company’s issued and outstanding Common Stock, and a decrease in the number of authorized shares of the Company’s Common Stock as allowed by the Company’s stockholders at its annual meeting of stockholders on October 11, 2012. The reverse stock split was effective after close of trade on December 26, 2012, and the Common Stock traded on a split-adjusted basis on the OTCQB Marketplace commencing on the open of trade on December 27, 2012.