0000921895-15-001678.txt : 20150625 0000921895-15-001678.hdr.sgml : 20150625 20150625172947 ACCESSION NUMBER: 0000921895-15-001678 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150623 FILED AS OF DATE: 20150625 DATE AS OF CHANGE: 20150625 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MRV COMMUNICATIONS INC CENTRAL INDEX KEY: 0000887969 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 061340090 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 20415 NORDHOFF ST CITY: CHATSWORTH STATE: CA ZIP: 91311 BUSINESS PHONE: 8187730900 MAIL ADDRESS: STREET 1: 20415 NORDHOFF ST CITY: CHATSWORTH STATE: CA ZIP: 91311 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Raging Capital Master Fund, Ltd. CENTRAL INDEX KEY: 0001566641 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11174 FILM NUMBER: 15952566 BUSINESS ADDRESS: STREET 1: C/O OGIER FIDUCIARY SERVICES (CAYMAN) STREET 2: 89 NEXUS WAY CITY: CAMANA BAY, GRAND CAYMAN STATE: E9 ZIP: KY 1-9007 BUSINESS PHONE: 609.357.1870 MAIL ADDRESS: STREET 1: C/O OGIER FIDUCIARY SERVICES (CAYMAN) STREET 2: 89 NEXUS WAY CITY: CAMANA BAY, GRAND CAYMAN STATE: E9 ZIP: KY 1-9007 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Raging Capital Management, LLC CENTRAL INDEX KEY: 0001444376 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11174 FILM NUMBER: 15952567 BUSINESS ADDRESS: STREET 1: TEN PRINCETON AVENUE STREET 2: PO BOX 228 CITY: ROCKY HILL STATE: NJ ZIP: 08553-0228 BUSINESS PHONE: 6099100954 MAIL ADDRESS: STREET 1: TEN PRINCETON AVENUE STREET 2: PO BOX 228 CITY: ROCKY HILL STATE: NJ ZIP: 08553-0228 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MARTIN WILLIAM C CENTRAL INDEX KEY: 0001205885 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11174 FILM NUMBER: 15952568 MAIL ADDRESS: STREET 1: C/O RAGING CAPITAL MANAGEMENT, LLC STREET 2: TEN PRINCETON AVENUE, PO BOX 228 CITY: ROCKY HILL STATE: NJ ZIP: 08553 4 1 form407738019_06252015.xml OWNERSHIP DOCUMENT X0306 4 2015-06-23 0 0000887969 MRV COMMUNICATIONS INC MRVC 0001205885 MARTIN WILLIAM C C/O RAGING CAPITAL MANAGEMENT, LLC TEN PRINCETON AVENUE P.O. BOX 228 ROCKY HILL NJ 08553 0 0 1 0 0001444376 Raging Capital Management, LLC TEN PRINCETON AVENUE P.O. BOX 228 ROCKY HILL NJ 08553 0 0 1 0 0001566641 Raging Capital Master Fund, Ltd. C/O OGIER FIDUCIARY SERVICES (CAYMAN) 89 NEXUS WAY CAMANA BAY, GRAND CAYMAN E9 KY 1-9007 CAYMAN ISLANDS 0 0 1 0 Common Stock, $0.0017 par value 2015-06-23 4 P 0 600000 10.9994 A 2135664 I By Raging Capital Master Fund, Ltd. Common Stock, $0.0017 par value 2015-06-24 4 P 0 1200 10.4440 A 2136864 I By Raging Capital Master Fund, Ltd. This Form 4 is filed jointly by Raging Capital Master Fund, Ltd. ("Raging Master"), Raging Capital Management, LLC ("Raging Capital") and William C. Martin (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. Represents securities owned directly by Raging Master. As the Investment Manager of Raging Master, Raging Capital may be deemed to beneficially own the securities owned directly by Raging Master. As the Managing Member of Raging Capital, Mr. Martin may be deemed to beneficially own the securities owned directly by Raging Master. By: /s/ Allan J. Young as Attorney-in-fact for William C. Martin 2015-06-25 By: Raging Capital Management, LLC, By: /s/ Allan J. Young, as Attorney-in-fact for William C. Martin, Managing Member 2015-06-25 By: Raging Capital Master Fund, Ltd., By: Raging Capital Management, LLC, Investment Manager, By: /s/ Allan J. Young, as Attorney-in-fact for William C. Martin, Managing Member 2015-06-25 EX-24.1 2 ex2407738youwas.htm POWER OF ATTORNEY Unassociated Document
Exhibit 24.1
 
 
POWER OF ATTORNEY
 
Know all by these presents, that each of the undersigned hereby constitutes and appoints Allan J. Young signing singly, the undersigned’s true and lawful attorney-in-fact to:
 
1.           Execute for and on behalf of the undersigned all documents relating to the business of Raging Capital Management, LLC, including, but not limited to, all filings with the Securities and Exchange Commission, any stock exchange and any other regulatory, administrative or similar authority, and all memoranda, correspondence, communications or the like, except that such attorney-in-fact shall have no power to execute any document that has the effect of creating a financial commitment or financial obligation of the undersigned or their affiliates.
 
2.           Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such document with the appropriate authority.
 
3.           Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
 
Each of the undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. Each of the undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with any rules or regulations including federal securities laws.
 
This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
 
[Signatures on Following Page]
 
 
 
 
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 26th day of February, 2015.
 
 
Raging Capital Management, LLC
   
 
By:
/s/ William C. Martin
   
Name:
William C. Martin
   
Title:
Managing Member

   
 
/s/ William C. Martin
 
William C. Martin
 
 
 
 
 
 
POWER OF ATTORNEY
 
Know all by these presents, that the undersigned hereby constitutes and appoints Frederick C. Wasch signing singly, the undersigned’s true and lawful attorney-in-fact to:
 
1.           Execute for and on behalf of the undersigned all documents relating to the business of Raging Capital Management, LLC including, but not limited to, all filings with the Securities and Exchange Commission, any stock exchange and any other regulatory, administrative or similar authority, and all memoranda, correspondence, communications or the like, except that such attorney-in-fact shall have no power to execute any document that has the effect of creating a financial commitment or financial obligation of Raging Capital Management, LLC or its affiliates.
 
2.           Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such document with the appropriate authority.
 
3.           Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
 
The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with any rules or regulations, including federal securities laws.
 
This Power of Attorney shall remain in full force until revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
 

 

 

 
[Signatures on Following Page]
 
 
 
 
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 30th day of December, 2014.
 


 
/s/ William C. Martin
 
William C. Martin