8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

Current Report

Pursuant To Section 13 Or 15(D) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 26, 2007

MRV COMMUNICATIONS, INC.

(Name of registrant as specified in its charter)

DELAWARE	001-11174	06-1340090
(State or other jurisdiction of	(Commission File	(I.R.S. Employer
Incorporation or organization)	Number)	Identification Number)

20415 Nordhoff Street, Chatsworth, California	91311
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (818) 773-0900

Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant

under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

As used in this Report, “we”, “us,” “our,” “MRV,” “registrant” or the “Company” refer to MRV Communications, Inc. and its consolidated subsidiaries.

Item 1.01. Entry into a Material Definitive Agreement.

As previously reported in its Current Report on Form 8-K filed January 31, 2007, on January 26, 2007 registrant and its newly-formed, wholly-owned subsidiaries, Lighthouse Transition Corporation (“LTC”) and Lighthouse Acquisition Corporation (“LAC”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Fiberxon, Inc., a privately-held Delaware corporation (“Fiberxon”) having its principal operations and substantially all of its assets in the People’s Republic of China (“PRC”). Under the Merger Agreement, registrant agreed to acquire all of the outstanding capital stock of Fiberxon for consideration composed of (i) approximately $17.7 million in cash, (ii) approximately 18.4 million shares of registrant’s common stock (excluding shares of registrant’s common stock underlying outstanding Fiberxon stock options), and (iii) a deferred obligation to pay approximately $31.5 million in cash or shares of registrant’s common stock, or a combination thereof (the “deferred consideration payment”), within 18 months of the closing of the Fiberxon acquisition, or sooner upon the occurrence of certain acceleration events. In addition, registrant agreed to assume all outstanding Fiberxon stock options and convert such options into options to purchase shares of registrant’s common stock based on an Option Exchange Ratio, as defined in the Merger Agreement.

As so reported and as originally agreed under the Merger Agreement, the parties contemplated that the shares of registrant’s common stock issued under the Merger Agreement would generally be freely tradable in the open market subject to Rule 145 of the Securities Act and that the deferred consideration payment would amount to more or less than $31.5 million if registrant’s wholly-owned subsidiary Luminent, Inc. (“Luminent”) successfully completed an initial public offering (“IPO”) within 18 months of the closing of the Fiberxon acquisition in that, in such event and in lieu of $31.5 million, MRV agreed to pay an amount equal to 9.0% of the product obtained by multiplying (x) the price per share to the public in the Luminent IPO, less the discount provided to the underwriters, by (y) the total number of shares of Luminent Common Stock outstanding immediately prior to the effectiveness of the agreement between Luminent and the underwriters of the Luminent IPO.

On June 26, 2007, the above-mentioned parties to the Merger Agreement agreed to amend it, executing on that date Amendment No. 1 to the Agreement and Plan of Merger (the “Amendment”). The following summary of the principal terms of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is attached to this Report as Exhibit 99.1 and incorporated herein by this reference.

In the Amendment, the parties agreed to:

• remove as conditions precedent to the closing provisions requiring (a) that Fiberxon deliver to MRV its audited consolidated financial statements prior to closing, and (b) that no more than three percent Fiberxon’s capital stock be Dissenting Shares (as defined in the Merger Agreement);

• lower the threshold of consent required from holders of the various classes and series of Fiberxon’s capital stock to approve the Amendment and the transactions contemplated by the Merger Agreement, including the immediate sequential mergers of LTC with and into Fiberxon and Fiberxon with and into LAC (the “Mergers”);

• restrict the transferability of the shares of registrant’s common stock to be issued in the Mergers to Fiberxon’s stockholders during an agreed upon “Lock-up Period”, defined in the Amendment to be the earlier of (a) one year from the Closing Date and (b) three (3) trading days following the date (the “Financials Receipt Date”) of MRV’s receipt of Fiberxon’s audited consolidated financial statements for the years ended December 31, 2004, 2005 and 2006 in the form specified in the Amendment;

• extend the deferred consideration payment and the duration of the related set-off period during which the registrant may exercise its rights of set-off as provided in the Merger Agreement to the earlier of (a) 18 months from the Financial Receipt Date and (b) the third trading day after Luminent’s IPO;

• share equally the third-party, out-of-pocket fees and expenses incurred following the closing that are associated with the preparation and delivery of the Fiberxon’s audited financial statements to MRV;

• revise, clarify or correct certain defined terms in the Merger Agreement; and

• establish an intended closing and effective date of July 1, 2007.

In addition, registrant agreed in the Amendment to issue a stop order to its transfer agent restricting the transferability of the shares of registrant’s common stock held by registrant’s directors and executive officers during the Lock-up Period.

2

Except as contracting parties to the Merger Agreement and the Amendment and the transactions contemplated thereby and with respect to transaction of March 29, 2007, involving the Indemnification Agreement and Standby Letter of Credit, reported by registrant in Item 1.01 of registrant’s Current Report on Form 8-K dated April 2, 2007 and filed with the Securities and Exchange Commission (“SEC”) on April 4, 2007 (which Item is hereby incorporated herein by this reference), neither registrant nor any of its affiliates had any relationship with Fiberxon, Inc. or its affiliates through and including the date of the Amendment.

Information in this Report, does not constitute an offer to sell, or the solicitation of an offer to buy, any securities of registrant, Luminent or otherwise.

Item 2.01. Completion of Acquisition or Disposition of Assets.

Reference is made to Item 1.01 of this Report for disclosures regarding the Amendment and the definitions of certain terms used in this Report.

On July 1, 2007 (the “Effective Date”), registrant and Fiberxon consummated the closing of the Merger Agreement, as amended by the Amendment (collectively the “Merger Agreement”), and effected the Mergers. As part of the same overall transaction and pursuant to one integrated plan, on the Effective Date each share of Fiberxon capital stock outstanding immediately prior to the Effective Date, converted into a right to receive from MRV a proportionate amount of the Merger Consideration (as defined in the Merger Agreement), consisting of cash, shares of registrant’s common stock and deferred consideration payment, each as disclosed in Item 1.01 of this Report. In addition, registrant assumed outstanding Fiberxon’s outstanding options, which were converted into and became exercisable as of the Effective Date to purchase up to approximately 2.8 million shares of registrant’s common stock. An aggregate of 21,188,630 shares of registrant’s common stock are issuable in conjunction with the closing of the Mergers, approximately 17% of registrant’s outstanding common stock just prior to entry into the Merger Agreement.

Upon the Effective Date, LAC succeeded to all of Fiberxon’s business, properties and assets and assumed its obligations (other than the outstanding options to purchase shares of Fiberxon’s common stock that were assumed by registrant), changed its name to Fiberxon, Inc. and remains, along with Luminent, a wholly-owned subsidiary of registrant. Upon the Effective Date, the leadership of Fiberxon and Luminent were unified under one management team.

Except as contracting parties to the Merger Agreement and the Amendment and the transactions contemplated thereby and with respect to transaction of March 29, 2007, involving the Indemnification Agreement and Standby Letter of Credit, reported by registrant in Item 1.01 of registrant’s current Report on Form 8-K dated April 2, 2007 and filed with the SEC on April 4, 2007 (which Item is hereby incorporated herein by this reference), neither registrant nor any of its affiliates had any relationship with Fiberxon, Inc. or its affiliates through and including the Effective Date.

Investors are referred to Item 8.01 of this Report for a discussion of certain risks and other factors resulting from registrant’s acquisition of Fiberxon (in addition to those risks relating to registrant’s acquisition of Fiberxon included in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2006, which registrant filed with the SEC on March 6, 2007, and in Part I, Item 2 in the section of Management’s Discussion and Analysis of Financial Condition and Results of Operations captioned “Certain Factors That Could Affect Future Results” and Part II, Item 1A of registrant’s Quarterly Report on Form 10-Q for the Quarter ended March 31, 2007, which registrant filed with the SEC on May 7, 2007). Investors are urged to also read the disclosures referenced in the preceding sentence in their entirety.

Item 2.02. Results of Operations and Financial Condition.

On July 2, 2007, registrant issued a press release, which, among other things, updated earnings guidance registrant had provided on April 25, 2007. A copy of the press release is attached hereto as Exhibit 99.2. The section of Exhibit 99.2 under the heading “Updated Earnings Guidance for Q2 2007” is hereby incorporated herein by reference.

The information included in this Item 2.02, as well the above-referenced section of Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

3

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure provided under Items 1.01 and 2.01 regarding the Amendment and the deferred consideration payment registrant incurred upon the Effective Date are incorporated herein by this reference.

Item 3.02. Unregistered Sales of Equity Securities.

Registrant refers to Items 1.01 and 2.01 of this Report and incorporates herein by this reference the disclosures contained therein to the extent relating to its agreement to issue and sell, and its issuance and sale of, its securities in connection with the Mergers.

In issuing and selling its securities on the Effective Date in exchange for the outstanding capital stock and options of Fiberxon, registrant relied upon the exemption from the registration provisions of the Securities Act of 1933 (the “Securities Act”) provided by Section 3(a)(10) of the Securities Act. On May 30, 2007, the California Department of Corporations, a State agency expressly authorized by law to approve the terms and conditions of such exchange of securities, held a hearing on the fairness of terms and conditions of registrant’s proposed payment in cash and issuance of securities in exchange for Fiberxon’s outstanding securities at which hearing all persons to whom registrant proposed to issue its securities in such exchange had the right to appear and thereafter on May 30, 2007 (with respect to the securities to be issued pursuant to the Merger Agreement) and on June 27, 2007 (with respect to the securities to be issued pursuant to the Merger Agreement as amended by the Amendment) approved the fairness of terms and conditions of registrant’s proposed payment in cash and issuance of securities in exchange for Fiberxon’s outstanding capital stock and options.

Item 8.01. Other Events.

You should carefully consider and evaluate all of the information in this Report in combination with the more detailed description of our business and the risks associated with it in our annual report on Form 10-K for the year ended December 31, 2006, which we filed with the Securities and Exchange Commission on March 6, 2007, and in our Quarterly Report on Form 10-Q for the Quarter ended March 31, 2007, which we filed with the SEC on May 7, 2007. As a result of the closing of our acquisition of Fiberxon on July 1, 2007, there have been material changes in the Risk Factors we previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2006 and in our Quarterly Report on Form 10-Q for the Quarter ended March 31, 2007 and such changes are reflected immediately below. The following risk factors, as well those contained in our Annual Report on Form 10-K for the year ended December 31, 2006, our Quarterly Report on Form 10-Q for the Quarter ended March 31, 2007 and below in this Report are not the only ones facing us. Additional risks not now known to us from our business generally and as a result of our acquisition of Fiberxon may also impair our business, financial condition and results of operations.

Unless We File an Amendment to this Form 8-K containing Fiberxon’s Audited Consolidated Financial Statements and the Pro Forma Financial Information Required by Item 9.01 of Form 8-K by September 14, 2007, We Will Not Be in Compliance With Our Reporting Obligations under the Exchange Act. Our Failure to Comply with Our Reporting Obligations Under the Exchange Act May Lead to the Delisting of Our Common Stock from the NASDAQ Stock Market and Cause a Default in our 2003 Notes and/or Cause Us Other Adverse Consequences.

In order to close the acquisition of Fiberxon on July 1, 2007, we, among other things, waived the condition precedent to the closing requiring that Fiberxon deliver to us its audited consolidated financial statements at, and for the years ended, December 31, 2004, 2005 and 2006. Under Item 9.01, of Form 8-K, we must include Fiberxon’s audited consolidated financial statements and pro financial information in the form and for the periods specified in Regulation S-X, the SEC’s regulation containing the rules governing the form and content of financial statements for public companies, in an amendment to this Form 8-K that we must file with the SEC by September 14, 2007 (71 days after the date that this initial Report on Form 8-K must be filed as a result of our acquisition of Fiberxon). Until the date on which the Fiberxon’s audited financial statements and the pro forma financial information specified by Item 9.01 of Form 8-K are filed with the SEC, no registration statement that we file with the SEC seeking to register our securities for issuance, sale or resale, including for capital raising transactions, additional acquisitions or for our employee benefit programs, will be declared effective by the SEC and thus our capital raising activities and ability to provide new equity incentives to our employees will be substantially curtailed during that period.

Although we intend to devote and invest the financial, personnel and other resources that we have available in effort to obtain the Fiberxon financial statements and pro forma financial information necessary to file an amendment to this 8-K timely, we can provide no assurances that we will ultimately be able to do so. Our inability to obtain such information by the September 14, 2007 deadline would result in noncompliance with our reporting obligations under the Exchange Act. Such noncompliance, in turn:

4

• Would render us ineligible, until at least October 1, 2008, to use the SEC’s short-form registration statement on Form S-3 to register the issuance of our securities for any capital raising activities;

• May lead to the delisting of our common stock from the Nasdaq Stock Market and, if that occurs, cause us a default on our 2003 Convertible Notes, among other adverse consequences; and

• Could, depending on when Fiberxon’s financial statements become available, have other material and adverse consequences that are summarized below.

During the course of our negotiations with Fiberxon leading up to the execution of the Merger Agreement, and thereafter during our due diligence investigation of Fiberxon, we learned of allegations of financial and accounting irregularities that called into question the reliability of Fiberxon’s consolidated financial statements for its fiscal years ended December 31, 2004 and 2005 and raised serious concerns regarding Fiberxon’s financial and reporting processes. We have been advised that these irregularities led to the termination of Fiberxon’s Chief Executive Officer and Vice President of Finance (principal accounting officer) during the first half of 2007 and to the commencement of investigations by Fiberxon’s audit committee into the nature and extent of the irregularities and their effect on Fiberxon’s historical financial statements as well as those to be prepared for its fiscal year ended December 31, 2006. We further learned in June 2007 that the independent accountants engaged by Fiberxon in April 2007 to audit Fiberxon’s financial statements at and for each of the three years ended December 31, 2006 had reported to Fiberxon’s audit committee that in addition to irregularities identified and reported by Fiberxon’s audit committee, Fiberxon’s independent accountants had identified a number of serious issues and encountered significant difficulties in the performance of its audit that, in the view of Fiberxon’s auditors, called into question the commitment of Fiberxon’s management to maintain reliable financial reporting systems, including accounting books and records, in conformity with accounting principles generally accepted in the United States or PRC; to identify and ensure that Fiberxon complies with the laws and regulations applicable to its activities and to inform Fiberxon’s auditors of any known material violations of such laws or regulations; to adjust Fiberxon’s financial statements to correct material misstatements; and to make all financial records and related information available to its auditors. In the view of Fiberxon’s auditors, these matters also raised doubt on the ability of Fiberxon’s existing management to provide its auditors the written representations required under auditing standards generally accepted in the United States. Later in June 2007, we learned that reports of subsequent investigations received by Fiberxon’s auditors from Fiberxon’s audit committee had not, in the view of Fiberxon’s auditors, brought closure to the issues raised previously by Fiberxon’s auditors, had raised additional issues and that Fiberxon’s auditors had determined to suspend its audit.

In the view of this decision by Fiberxon’s auditors and faced with a defined End Date of June 30, 2007 under the Merger Agreement for completion of the Mergers, we concluded the Fiberxon would not be able to deliver to us its audited financial statements by June 30, 2007 or within any reasonable extension of that date and further concluded that Fiberxon could not deliver the same to us while controlled by its existing management, board of directors or stockholders. Weighing these conclusions against our view that despite Fiberxon’s difficulties with its financial and reporting processes, that its fundamental business is sound, its current operations robust, its employees committed and dedicated to its success and that Fiberxon’s location in the People’s Republic of China would provide us with missing elements to our business that we view as critical to achieving our goals for the development and success of our fiber optics components business, we, with the unanimous approval of our board of directors, determined to complete the acquisition by amending the Merger Agreement to waive delivery by Fiberxon of its audited financial statement as a condition to the closing and to take control of that process ourselves, provided that Fiberxon would agree to defer the practical realization of most of the consideration to be received by its stockholders from the Mergers until we received Fiberxon’s financial statements in the form and content required under the SEC rules and that Fiberxon’s stockholders would share the cost incurred following the closing to obtain them. For information summarizing the Amendment to the Merger Agreement that we reached with Fiberxon that resulted in our consummation of the Mergers, see Item 1.01 of this Report.

While we have consummated the acquisition of Fiberxon and intend to commit our resources and manpower in the effort to obtain the historical financial statements and pro forma financial information required for an acquired business that is material to us within the time provided by Item 9.01 of Form 8-K, to do so will require a forensic examination of Fiberxon’s business, operations and financial condition and records for the periods required by Regulation S-X (which we currently believe will implicate Fiberxon’s fiscal years 2004, 2005 and 2006 and perhaps periods prior to fiscal 2004), potential reconstruction and reconciliation of erroneous or falsified business and financial records, preparation of the necessary financial statements and their audit by independent public accountants meeting the registration and independence prerequisites established by the Public Company Accounting Oversight Board and the SEC. In light of the difficulties encountered and the time already consumed by Fiberxon’s existing auditors engaged to conduct an audit of Fiberxon’s financial statements, an engagement that such auditors suspended in June 2007, our ability to obtain and file Fiberxon’s financial statement within the time allowed, and in the form and content required by, the SEC’s rules is problematic and does not appear likely.

5

In addition to our existing inability to have any registration statements we may file with the SEC declared effective until we satisfy the reporting requirements of Item 9.01 of Form 8-K, which also includes a registration statement filed by Luminent to conduct its previously announced IPO, and our ineligibility to use a Registration Statement on Form S-3 to register our securities for any capital raising activities if we do not file Fiberxon’s audited financial statements and pro forma financial information required by Item 9.01 of Form 8-K by September 14, 2007, for so long as we are unable to file such financial statements and financial information after September 14, 2007, we face:

• Potential Nasdaq Delisting: At some point after September 14, 2007, we expect to receive a NASDAQ Staff Determination letter indicating that we are not in compliance with the NASDAQ continued listing requirements set forth in Marketplace Rule 4310(c)(14) because of our failure to comply with Item 9.01 of Form 8-K relating to filing of Fiberxon’s audited financial statements and pro forma financial information. Upon receipt of such letter, we will be required to disclose the same publicly. Although there are procedures provided that will permit our common stock to remain conditionally listed on NASDAQ while NASDAQ considers information we provide concerning the reasons for our delayed filing and our expectations regarding its resolution, we may not be able to convince NASDAQ to allow the continued listing of our common stock until we satisfy our reporting obligations under the Exchange Act by filing requisite Fiberxon financial statements and pro forma financial information and thus the listing of our common stock on NASDAQ may be terminated for such noncompliance. If our shares are delisted from NASDAQ, public trading, if any, in our common stock would be limited to the over-the-counter market. Consequently, the liquidity of our common stock could be impaired and the ability of holders to sell our stock could be adversely affected as would our ability to raise additional capital. Even if we thereafter obtain the requisite Fiberxon financial statements, we may not be able to satisfy NASDAQ’s initial listing requirements necessary to relist our shares on NASDAQ or to satisfy the initial listing criteria to list our shares on any other securities exchange and thus may not be able to re-establish an active trading market for our shares promptly.

• Potential Default under 2003 Notes: The covenants under which our outstanding $23 million principal amount of convertible notes that mature in June 2008 (the “2003 notes”) provide, among other things, that we must maintain the listing of our common stock on NASDAQ and maintain the effectiveness of our shelf registration statement registering the shares issuable upon conversion of the 2003 notes. Our failure to comply with either of these covenants will result in a default of our 2003 notes, entitling the holder accelerate the maturity date of the 2003 Notes and require us to pay the outstanding principal amount, together with all accrued and unpaid interest. The requirement that we pay such amounts, at a time when, for the reasons stated above, we would expect to be limited in our ability to raise capital, could materially jeopardize our liquidity and ongoing ability to finance our businesses and otherwise have a material adverse effect on operating results and financial condition and the prevailing market price of our common stock.

6

• Other Potential Delinquencies or Deficiencies in Filings Required under Our SEC Reporting Obligations: Our inability to obtain Fiberxon’s financial statements may also prevent or delay us from filing other required reports with the SEC. For example, we will begin to account for Fiberxon operations from and after the date of acquisition, namely, July 1, 2007. Accordingly we will be required to include Fiberxon’s statements of operations and cash flows and balance sheet in our consolidated financial statements at and for the three and nine months ending September 30, 2007 that we are required to provide in our Quarterly Report on Form 10-Q for the quarter then ending. Unless we have reliable financial statements of Fiberxon at the time we prepare our consolidated financials statements at and for the periods ending September 30, 2007 or at the time our Chief Executive Officer and Chief Financial Officer are required to provide the certifications for that Form 10-Q required by Rules 13A-14(A) and 13A-14(B) of the Exchange Act and Section 1350 of Title 18 of the United States Code as added by Section 906 of the Sarbanes-Oxley Act of 2002, which may not be possible in the absence of reliable opening balance sheet for Fiberxon at June 30, 2007, we may be forced to delay the filing with the SEC of our third quarter Form 10-Q beyond the deadline required therefor. For the same reasons we may be forced to delay the filing of our Annual Report on 10-K for the year ending December 31, 2007, unless Fiberxon’s financial statements are obtained in time to prepare and audit our fiscal 2007 consolidated financial statements and for our officers to certify our Form 10-K and this problem may continue to delay the filing of our future periodic reports required under the Exchange Act until such financial statements are obtained. A delay in one or more these required filings would further compound and extend the problems discussed above and below resulting from the closing of the Fiberxon acquisition and delays in our ability to obtain Fiberxon’s audited financial statements.

• Fluctuations in the Market Price of Our Stock: Historically, the market price of our common stock has been extremely volatile and may become more so as a result of our acquisition of Fiberxon and the occurrence or potential occurrence of any of the risks discussed above or below or other risks perceived by investors or financial analysts as negative fallout to MRV or Luminent therefrom.

• Potential Litigation. Securities class action and stockholder derivative litigation has often been brought against companies following periods of volatility in the market price of their securities or for perceived breaches of duties owing to the companies’ stockholders. Due to the volatility and potential volatility of our stock price generally, or as result of the consequences or potential consequences of our acquisition of Fiberxon, we may be the target of securities, derivative or other litigation in the future. Such litigation could result in substantial costs and divert management’s attention and resources and contribute to the delay in our ability to obtain Fiberxon’s audited financial statements.

Item 9.01. Exhibits.

(a) Financial statements of businesses acquired.

Registrant hopes to file the required Fiberxon audited financial statements by amendment to this Form 8-K not later than 71 calendar days after the date that its initial report on Form 8-K must be filed.

You are strongly encouraged you to review all Items included in this Form 8-K, including the risk factors and other matters discussed in Item 8.01 of this Report.

(b) Pro forma financial information.

Registrant hopes to file the required pro forma financial information by amendment to this Form 8-K not later than 71 calendar days after the date that its initial report on Form 8-K must be filed.

You are strongly encouraged you to review all Items included in this Form 8-K, including the risk factors and other matters discussed in Item 8.01 of this Report.

(d) Exhibits.

Exhibit No.	Description of Exhibit.
99.1	Amendment No. 1 to Agreement and Plan of Merger, dated June 26, 2007
99.2	Press release dated July 2, 2007 announcing the closing of the acquisition of Fiberxon

7

SIGNATURE

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.

Date: July 2, 2007

MRV COMMUNICATIONS, INC.
By:	/s/ KEVIN RUBIN
	Kevin Rubin
	Chief Financial Officer

8

EX-99.1

Exhibit 99.1

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER

          This Amendment No. 1 (the “Amendment”) amends the Agreement and Plan of Merger made and entered into as of June 26, 2007 (the “Agreement”) by and among MRV Communications, Inc., a Delaware corporation (“MRV”), Fiberxon, Inc., a Delaware corporation (“Fiberxon”), Lighthouse Transition Corporation, a Delaware corporation (“Submerger”), Lighthouse Acquisition Corporation, a Delaware corporation (the “Survivor”), and, as to Article VIII and Article IX only, Yoram Snir, as Stockholders’ Agent. All capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

RECITALS:

          WHEREAS, the parties do not anticipate delivery of the Fiberxon audited financial statements for the 2004, 2005 and 2006 fiscal years, necessary to fulfill the closing condition set forth in Section 6.3(j) of the Agreement, until a date after the End Date;

          WHEREAS, the parties to the Agreement remain committed to proceeding with the transactions contemplated by and set forth in the Agreement;

          WHEREAS, the Agreement may be amended only in a written instrument signed by the parties to the Agreement; and

          WHEREAS, the parties desire to amend the Agreement to protect and support the interests of the MRV and Fiberxon stockholders alike, and enable a Closing to occur immediately after June 30, 2007.

          NOW, THEREFORE, for and in consideration of the promises and mutual covenants contained in the Agreement and herein, and other valuable consideration, the parties to the Agreement hereby amend the terms and conditions of the Agreement as follows:

1. Closing and Effective Dates.

(a) Subsection 1.2 shall be deleted in its entirety and replaced by the following:

1.2 The Closing. Upon the terms and subject to the conditions set forth in Article VI of this Agreement, the closing of the transactions contemplated hereby (the “Closing”) shall take place no earlier than 12:01 a.m. Pacific Time, Sunday, July 1, 2007 (the “Closing Date”), at the offices of Kirkpatrick & Lockhart Preston Gates Ellis LLP at 10100 Santa Monica Boulevard, 7^th Floor, Los Angeles, California 90067, or at such other time on July 1, 2007, and/or date, time, or location upon which the parties hereto shall mutually agree, and by which time the conditions set forth in Article VI of this Agreement shall have been satisfied or waived (other than those that by their terms are to be satisfied or waived at the Closing).

(b) Subsection 1.3 shall be deleted in its entirety and replaced by the following:

1

1.3 Effective Time. Subject to the provisions of this Agreement, (a) the parties hereto shall cause the First Merger to be consummated by filing a certificate of merger (the “First Certificate of Merger”) with the Secretary of State of the State of Delaware, and (b) MRV shall cause the Second Merger to be consummated on the same Business Day as the filing of the First Certificate of Merger, by filing a certificate of merger with the Secretary of State of the State of Delaware for the Second Merger (the “Second Certificate of Merger”), in each case, in such form as is required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL and making all other filings or recordings required under the DGCL. The First Certificate of Merger when duly filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL shall state an effective date for the First Merger of the same date as the Closing Date and the effective time of the First Merger shall be the same time as the time when the Closing has been completed, unless the parties hereto shall mutually agree to a different date and time for filing and effectiveness. The Second Certificate of Merger when duly filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL shall state an effective date for the Second Merger of the same date as the effective date of the First Merger and the effective time for the Second Merger shall be a time that is one minute after the effective time of the First Merger, unless the parties hereto shall mutually agree to a subsequent date and time for filing and effectiveness. The effective time of the First Merger is sometimes referred to herein as the “Effective Time.”

2. Lock-up Arrangements.

(a) The following shall be inserted in the Merger Agreement as Subsection 1.7(i):

(i) Lock Up Arrangement; Legend and Stop Order.

(i) From the Closing Date until the earlier of (a) the third Business Day following the Financials Receipt Date as defined in the Merger Agreement, (b) on the date that is twelve (12) months after the closing date, or (c) the revocation, suspension, modification or other similar change of material effect to the stop order referenced in Section 6.2(h) (the “Lock-up Period”), each former holder of Fiberxon Capital Stock shall not (a) sell, assign, exchange, transfer, pledge, hypothecate, distribute or otherwise dispose of (other than by operation of law where the transferee remains subject to and bound by the provisions of this Agreement applicable during the Lock-Up Period) (i) any Merger Shares, excluding the MRV Common Stock underlying the assumed and converted Fiberxon Options that have been exercised by a holder of such Fiberxon Options following the Closing Date, or (ii) any interest (including, without limitation, an option to buy or sell) in any such Merger Shares, in whole or in part, and no such attempted transfer shall be treated as effective for any purpose, or (b) engage in any transaction in respect to the Merger Shares received by the former holder of Fiberxon Capital Stock pursuant to the Mergers or any interest therein, the intent or effect of which is the

2

effective economic disposition of such shares (including, but not limited to, engaging in put, call, short-sale, straddle or similar market transactions) (the foregoing restrictions are referred to herein as the “Lock-Up Restrictions”).

(ii) To effect the Lock-up Restrictions as set forth in this Section 1.7(i), upon Closing, MRV will issue a stop order to its transfer agent with respect to the Merger Shares, excluding any shares of MRV Common Stock issued upon exercise of the assumed and converted Fiberxon Options during the Lock-Up Period, shall bear the legend set forth below; MRV shall instruct its transfer agent to remove the stop order and the legend within three Trading Days of the expiration of the Lock-Up Period.

PURSUANT TO SECTION 1.7(i) OF THAT CERTAIN AGREEMENT AND PLAN OF MERGER BY AND AMONG MRV COMMUNICATIONS, INC. (“MRV”), FIBERXON, INC. (“FIBERXON”), LIGHTHOUSE TRANSITION CORPORATION, LIGHTHOUSE ACQUISITION CORPORATION, AND YORAM SNIR, AS STOCKHOLDERS’ AGENT, DATED AS OF JANUARY 26, 2007, AS AMENDED BY AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER DATED AS OF JUNE 26, 2007 (THE “MERGER AGREEMENT”), THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, EXCHANGED, TRANSFERRED, ENCUMBERED, PLEDGED, DISTRIBUTED OR OTHERWISE DISPOSED OF (OTHER THAN BY OPERATION OF LAW WHERE THE TRANSFEREE REMAINS SUBJECT TO AND BOUND BY THE PROVISIONS OF THIS AGREEMENT APPLICABLE DURING THE LOCK-UP PERIOD) PRIOR TO THE EARLIER OF (A) THE THIRD TRADING DAY FOLLOWING THE FINANCIALS RECEIPT DATE AS DEFINED IN THE MERGER AGREEMENT, (B) JULY 1, 2008 OR (C) AS OTHERWISE PROVIDED IN THE MERGER AGREEMENT, AS AMENDED (THE “LOCK-UP PERIOD”). UPON THE EXPIRATION OF THE LOCK-UP PERIOD THIS LEGEND SHALL BE VOID AND OF NO FURTHER EFFECT. THE ISSUER AGREES TO REMOVE THIS RESTRICTIVE LEGEND (AND ANY STOP ORDER PLACED WITH ITS TRANSFER AGENT) UPON THE EXPIRATION OF THE LOCK-UP PERIOD. A COPY OF THE MERGER AGREEMENT IS AVAILABLE FOR REVIEW AT THE PRINCIPAL EXECUTIVE OFFICE OF THE ISSUER.

(b) The following shall be inserted in the Merger Agreement as Subsection 6.2(h):

(h) MRV Lock-up. MRV shall have issued a stop order to its transfer agent restricting the transfer of shares of MRV Common Stock held by its directors and executive officers as of the Closing Date, on the same terms and conditions as applicable to the Merger Shares pursuant to Section 1.7(i) of this Agreement.

3. Supplemental Solicitation of Consent. The following shall be inserted in the Merger Agreement as Subsection 5.4(e):

3

(e) Upon any material amendment of this Agreement subsequent to the distribution of the Soliciting Materials to the Fiberxon Stockholders, as soon as practical and prior to the Closing Date, and consistent with the terms and conditions of this Section 5.4, Fiberxon shall prepare and distribute supplemental soliciting materials describing the material terms and conditions of such amendment to this Agreement and seeking consent of this Agreement, as amended, from the Fiberxon Support Stockholders (the “Supplemental Soliciting Materials”).

4. Form S-8.

(a) Subsection 5.10(g) shall be deleted in its entirety and replaced by the following:

(g) [RESERVED.]

(b) Subsection 5.10(i) shall be deleted in its entirety and replaced by the following:

(i) Form S-8. MRV shall take all corporate action necessary to reserve for issuance a sufficient number of shares of MRV Common Stock for delivery upon exercise of the assumed Fiberxon Options and shall use all reasonable efforts to file as soon as practical following the Financials Receipt Date, and no later than seven (7) Business Days thereafter, a registration statement on Form S-8 (or any successor to Form S-8), to the extent available, so as to register the shares of MRV Common Stock subject to such Fiberxon Options, and shall use all reasonable efforts to maintain the effectiveness of such registration statement thereafter for so long as any of such options or other rights remain outstanding.

5. Adjustment of Closing Conditions.

(a) Subsection 6.1(a) shall be deleted in its entirety and replaced by the following:

(a) Solicitation and Approval. Fiberxon shall have sent the Supplemental Soliciting Materials to the Fiberxon Stockholders and this Agreement, as amended, and the First Merger shall have received, in response to such supplemental solicitation of consent, the requisite approval of at least 57% of the outstanding shares of Fiberxon Common Stock, 78% of the Fiberxon Series A Preferred Stock, 67% of the Fiberxon Series B Preferred Stock, 85% of the Fiberxon Series C Preferred Stock, and 76% of the Fiberxon Series B and C Preferred Stock (voting as a single class).

(b) Subsection 6.1(c) shall be deleted in its entirety and replaced by the following:

(c) Permit to Issue Securities.

(i) If Section 5.2(a) applies, the Commissioner shall have issued the California Permit, and the qualification thereunder shall not be the subject of any stop order or proceedings seeking a stop order. If this Agreement shall have been amended subsequent to the issuance of the California Permit, MRV shall have submitted a post-effective amendment to its application for the California Permit and the Commissioner shall have

4

issued an amended California Permit reflecting receipt of such amendment.

(ii) If Section 5.2(b) applies, the parties are reasonably satisfied that the MRV securities to be issued pursuant to this Agreement may be issued under other exemptions to the Securities Act and have agreed on the process for issuance of such securities.

(c) Subsection 6.3(a) shall be deleted in its entirety and replaced by the following:

(a) Approval. This Agreement, as amended, and the First Merger shall have received, in response to the Supplemental Soliciting Materials, the requisite approval of at least 57% of the outstanding shares of Fiberxon Common Stock, 78% of the Fiberxon Series A Preferred Stock, 67% of the Fiberxon Series B Preferred Stock, 85% of the Fiberxon Series C Preferred Stock, and 76% of the Fiberxon Series B and C Preferred Stock (voting as a single class).

(d) Subsection 6.3(j) shall be deleted in its entirety and subsection 6.3(k) re-numbered accordingly.

6. Timing of Deferred Consideration Payment. Subsection 8.2(a) shall be deleted in its entirety and replaced by the following:

(a) Luminent IPO. Unless it shall have previously become payable as the result of an Acceleration Event, the Deferred Consideration Payment shall become due and payable (i) on the third business day after the closing date of the Luminent IPO or (ii) if the Luminent IPO has not occurred on or prior to such date, on the date that is eighteen (18) months after the Financials Receipt Date (the “IPO Deadline”).

7. Additional Definitions. The following shall be inserted in the Merger Agreement in Subsection 10.2:

“Financials Receipt Date” means the date of the receipt by MRV of Fiberxon’s consolidated financial statements (including restatements thereof, if applicable) for the periods ended December 31, 2004, 2005 and 2006, for which (as of the date of receipt), together with an opinion or opinions thereon by a firm or firms of independent public accountants registered with the Public Company Accounting Oversight Board which are reasonably acceptable to MRV (which, in making the selection of such auditors, shall consult with, but not necessarily agree with or be bound by, the members of Fiberxon’s board of directors in office immediately prior to the effectiveness of the First Merger who are reasonably available therefor), the form and content of which financial statements and opinion(s), with respect to MRV, satisfies, and with respect to Luminent, would satisfy, the provisions of Regulation S-X of the rules and regulations of the SEC (or any successor rule or regulation to Regulation S-X), such opinion(s) with respect to such financial statements is, on receipt and at all times relevant thereafter, in full force and effect and such accountants have not provided to any of Fiberxon, Luminent or MRV notice that such opinion(s) and related financial statements may not be relied upon.

5

“Lock-up Period” has the meaning set forth in Section 1.7(i).

“Lock-up Restrictions” has the meaning set forth in Section 1.7(i).

“SEC Reports” has the meaning set forth in Section 3.5.

“Supplemental Soliciting Materials” has the meaning set forth in Section 5.4(e).

8. Revised Definitions. The following shall be substituted in the Merger Agreement as the definitions of the listed terms, respectively, in Subsection 10.2:

“Certificates” means certificates which immediately prior to the Effective Time represented outstanding shares of Fiberxon Capital Stock as set forth in Section 1.10(c).

“Confidentiality Agreement” has the meaning set forth in Section 5.5(a).

“DOL” has the meaning set forth in Section 2.11(a)(iii).

“Employee” has the meaning set forth in Section 2.11(a)(iv).

“End Date” has the meaning set forth in Section 7.1(b).

“ERISA Affiliate” has the meaning set forth in Section 2.11(a)(vi).

“ERISA” has the meaning set forth in Section 2.11(a)(v).

“Excess Payments” has the meaning set forth in Section 1.9(e).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Fiberxon Balance Sheet” has the meaning set forth in Section 2.4(c).

“HSR Act” has the meaning set forth in Section 2.3(c).

“IPO Warranty Payment” has the meaning in Section 9.10.

“Material Divestiture” has the meaning set forth in Section 5.8(e).

“Merger Shares” means shares of MRV Common Stock issuable pursuant to Section 1.7, which at the time of issuance as part of the Merger Consideration include the Lock-Up Restrictions.

“MRV Common Stock” means the common stock, $0.0017 par value per share, of MRV; provided, however, that solely with respect to the definition of MRV Maximum

6

Shares in Subsection 10.2, MRV Common Stock means the shares of common stock, $0.0017 par value per share, of MRV outstanding immediately prior to effectiveness of the First Merger; and provided further, however, that solely with respect to the provisions of Section 5.10, MRV Common Stock means the shares of common stock, $0.0017 par value per share, of MRV, which at the time of issuance upon exercise of assumed Fiberxon Options exclude the Lock-Up Restrictions.

“Stockholders’ Agent” means Yoram Snir.

“US GAAP” has the meaning set forth in Section 2.4(c).

9.	Deleted Definitions. The definitions of the following terms shall be deleted in their entirety from Subsection 10.2: “MRV Balance Sheet,” “MRV Financials,” “MRV Permits,” “MRV SEC Reports”.
10.	Fees and Expenses. The following shall be inserted in the Merger Agreement as Section 10.15:

10.15 Fees and Expenses of Fiberxon’s Financial Statements. The out-of-pocket fees and expenses paid to third parties associated with the preparation and delivery of the Fiberxon consolidated financial statements and opinion(s) of independent registered public accountants thereon contemplated to satisfy the provisions of this Amendment relating to the definition of “Financials Receipt Date” in Section 10.2 and incurred following the Closing, shall be borne one-half by MRV and one-half by offset against the Set-Off Fund or Special Set-Off Fund, as MRV may determine in its discretion, and to extent there are insufficient amounts in either the Set-Off Fund or Special Set-Off Fund against which to satisfy the full amount of the one-half share of such fees and expenses to be satisfied by offset, then both the Set-Off Fund and Special Set-Off Fund may be used for offset to the extent necessary to satisfy the full amount of such fees and expenses to be satisfied by offset. No other fees or expenses associated with the preparation and delivery of the Fiberxon financial statements and related opinions shall be recoverable from the Set-Off Fund or the Special Set-Off Fund. Notwithstanding any provision of the Agreement or this Amendment to the contrary, the procedures specified in Article IX of the Agreement shall not be applicable to the set-off contemplated by this Section 10.15. MRV shall furnish to the Stockholders Agent upon request reasonable documentation supporting the aggregate fees and expenses incurred.

11.	Continued Effect of Merger Agreement. All terms and conditions which the parties to the Agreement do not hereby explicitly amend remain unchanged and in full force and effect, and the parties reserve all existing rights thereunder.
12.	Counterparts. This Amendment may be executed and delivered in any number of facsimile counterparts, each of which shall be an original, but which together constitute one and the same instrument.

[SIGNATURE PAGE FOLLOWS]

7

     IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed by their duly authorized respective officers, as of the 26th day of June, 2007.

MRV COMMUNICATIONS, INC.
By:	/s/ Shlomo Margalit
Name:	Shlomo Margalit
Title:	Chairman of the Board
LIGHTHOUSE TRANSITION CORPORATION
By:	/s/ Kevin Rubin
Name:	Kevin Rubin
Title:	President and CEO
LIGHTHOUSE ACQUISITION CORPORATION
By:	/s/ Near Margalit
Name:	Near Margalit
Title:	President and CEO
FIBERXON, INC.
By:	/s/ Jack Lu
Name:	Jack Lu
Title:	Chief Executive Officer
Solely for purposes of Articles III and IX: YORAM SNIR, AS STOCKHOLDERS’ AGENT
By:	/s/ Yoram Snir
Name:	Yoram Snir

8

EX-99.2

EXHIBIT 99.2

MRV ANNOUNCES CLOSING OF FIBERXON, INC. ACQUISITION
Company Updates Guidance for Q207

Chatsworth, California—July 2, 2007. MRV Communications, Inc. (NASDAQ: MRVC) and its wholly owned subsidiary, Luminent, Inc., today announced that MRV closed its previously announced acquisition of Fiberxon, Inc., effective July 1, 2007. As a result, the former stockholders of Fiberxon are entitled to receive a combination of cash, shares of MRV common stock, and a deferred consideration payment, and MRV assumed all outstanding options to purchase shares of Fiberxon common stock on a basis that preserves the intrinsic value of such options. As previously announced MRV intends to combine Fiberxon with Luminent and operate the combined business under a single unified management team.

Commented Noam Lotan, President and CEO of MRV, “We are very excited about closing the acquisition of Fiberxon, and believe that its combination with Luminent creates one of the largest, most comprehensive manufacturers of optical transceivers for telecommunications networks. The combined company is expected to be a leader in providing BPON, GPON and GE-PON transceivers for the fast growing FTTX market and will also have a strong position in supplying metro transceivers including the rapidly expanding 10-gig opportunity.”

Near Margalit, CEO of Luminent, stated “We are dedicated to integrating Fiberxon and Luminent and believe the combination of the two companies addresses our customers’ growing need for optical component suppliers that provide a broader range of solutions, continued device innovation and competitive prices. The addition of Fiberxon allows us to significantly increase customer diversification and expand our presence in lower cost Asian manufacturing operations. In addition, the consolidation of our supply chains, manufacturing lines and technical expertise should reduce the cost of production through economies of scale and increased productivity. We also believe the unification of the two senior management teams will strengthen the combined company providing an experienced leadership team focused on capitalizing on the many opportunities in front of us.”

Prior to the closing, on June 26, 2007, the parties to the acquisition amended the Agreement and Plan of Merger to provide for certain stock transfer restrictions, to adjust the timing of the deferred consideration payment and the duration of the related set-off period during which MRV may seek recourse for certain fees and expenses from the Fiberxon stockholders, and to adjust and/or remove certain closing conditions. Most significantly, MRV agreed to remove the delivery of Fiberxon’s audited financial statements for the 2004, 2005, and 2006 fiscal years as a closing condition. While prior to the execution of the amendment Fiberxon had been able to fulfill substantially all of its closing conditions, Fiberxon had not been able to deliver to MRV and Luminent Fiberxon’s audited financial statements for the periods specified under the Agreement and Plan of Merger. After discussion with Fiberxon and Fiberxon’s auditors, MRV determined that Fiberxon’s audited financial statement were not currently deliverable and that Fiberxon and its auditors could not commit or estimate as to when such financial statements would be available. MRV’s board of directors considered the risks inherent in proceeding with the transaction in the absence of Fiberxon’s audited financial statements and concluded that it was in the best interests of MRV and its stockholders to proceed with the amendment to the Agreement and Plan of Merger and consummation of the transaction.

Under Securities and Exchange Commission regulations applicable to companies, like MRV, which are obligated to file current and periodic reports under the Securities Exchange Act of 1934, MRV is required to file the audited financial statements of any material business that it acquires within 75 days of the closing date of the acquisition. If MRV does not receive the audited financial statements within the required period the company may face significant consequences, including, among others, possible delisting of its common stock from The Nasdaq Stock Market for violation of its listing rules requiring that Nasdaq listed companies to comply with any obligation of any person regarding filing or disclosure of information material to the issuer or its Nasdaq listed security, whether such obligation arises under the federal securities laws or the rules and regulations promulgated thereunder or other applicable federal or state statutes or rules. Further, if MRV does not receive and file the necessary Fiberxon financial statements within the required period it faces additional risks that may negatively affect its operations and financial condition, such as experiencing a default on its outstanding convertible notes requiring accelerated repayment or conversion, and an inability to use Form S-3 when registering securities, including for any post-effective amendments of existing effective registration statements. A more complete discussion of these risks related to the closing of the acquisition in the absence of the Fiberxon audited financial statements is included in MRV’s Current Report on Form 8-K filed on July 2. 2007.

Continued Mr. Lotan, “Despite Fiberxon’s difficulties in providing us with audited financial statements prior to closing, we believe that its fundamental business is sound, its employees are committed and enthusiastic, and that its presence in the People’s Republic of China provides MRV and Luminent a key strategic advantage.”

Merriman Curhan Ford & Co. acted as financial advisor to MRV Communications, Inc. on the acquisition of Fiberxon.

Updated Guidance for Q2 2007

MRV also reaffirmed its estimate that revenues for the second quarter of 2007 will be in the range of $95 million to $99 million, as previously announced on April 25, 2007, but revised its forecast for net income per share on a non-GAAP basis. Non-GAAP net income per share for the second quarter of 2007, which excludes the effect of SFAS No. 123(R) non-cash share-based compensation (which is forecasted to be approximately $0.01 per share), is now expected to be in a range of ($0.01) to $0.00 per share, compared to the range of $0.00 to $0.01 per share previously announced on April 25, 2007. MRV is now projecting a lower non-GAAP net income range for the second quarter of 2007 primarily as a result of lower than expected gross profit due to product mix in the Company’s Networking Segment.

MRV plans to host a conference call for analysts and investors to discuss full quarterly results on July 25, 2007 at 4:30 p.m. ET. A financial presentation designed to guide participants through the call will also be available. MRV will offer its live audio broadcast of the conference call, along with the financial presentation, on the MRV Investor website at http://ir.mrv.com. For replay information, please visit the MRV Investor website.

Forward-Looking Statements

This press release contains statements regarding MRV’s acquisition of Fiberxon, the expected combination of Fiberxon and Luminent, the timetable for completion of the Fiberxon audit, the ability to complete the Fiberxon audit, future financial and operating results, benefits and synergies of the proposed transaction and other statements about MRV, Luminent and Fiberxon’s managements’ future expectations, beliefs, goals, plans or prospects that are based on current expectations, estimates, forecasts and projections about Luminent and Fiberxon and the combined company, as well as Luminent’s and Fiberxon’s and the combined company’s future performance and the industries in which Luminent and Fiberxon operate and the combined company will operate, in addition to managements’ assumptions. These statements constitute forward- looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words such as “expects,” “anticipates,” “hopes,” “envision,” “targets,” “intends,” “plans,” “believes,” “seeks,” “should,” “estimates,” variations of such words and similar expressions are intended to identify such forward-looking statements which are not statements of historical facts. These forward-looking statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to assess. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Actual results could differ materially because of the following factors, among others, which may cause revenues and income (loss) to fall short of (exceed) anticipated levels: the status and progression of Fiberxon’s financial reconstruction and audit work, which will involve or require, among other things, continuing diligence, which could reveal matters not now known, and which could result in further delays in obtaining the Fiberxon financial statements or reveal an inability to obtain such financial statements at all; any resulting delisting, defaults or other negative impacts on MRV’s common stock and liabilities resulting from failure to timely obtain the Fiberxon financial statements; potential difficulties in integration of Fiberxon, including transition to MRV and/or Luminent policies and procedures, systems and leadership; the adjustment of MRV and Luminent personnel to operating in China, including awareness of and compliance with local business practice and regulatory requirements; other difficulties assimilating Fiberxon’s operations, technologies, products, management or employees, particularly because they are located in China where English is not widely spoken, the culture and political, monetary, economic, financial or monetary systems, accounting principles and controls being different from those of the U.S. and Taiwan where Luminent has offices, operations and facilities, the diversion of management’s attention to business concerns of Fiberxon; risks inherent entering the China market and doing business in China, including the worsening of relations between the U.S. and China and Taiwan and China, where neither Luminent nor MRV has prior experience, and problems inherent when any foreign enterprise conducts business in China; changes in China’s currency or in exchange rates between the U.S. dollar and Chinese Yuan; rigorous competition relating to Luminent’s entry into new markets or from its existing markets; market acceptance of new products and technologies; continued acceptance of existing products; adverse affects from product price discounts, the timing and amount of significant orders from customers, delays in product development and related product release schedules; obsolete inventory or product returns; warranty and other claims on products; technological shifts; the availability of competitive products at prices below Luminent’s and Fiberxon’s prices; the continued ability to protect intellectual property rights of Luminent and Fiberxon; changes in product mix; maturing product life cycles; product sale terms and

conditions; implementation of operating cost structures that align with revenue growth; the financial condition of Luminent’s and Fiberxon’s customers and vendors; adverse results in litigation; the impact of legislative actions, higher insurance costs and potential new accounting pronouncements; the effects of terrorist activity and armed conflict such as disruptions in general economic activity and changes in MRV’s, Luminent’s or Fiberxon’s operations and security arrangements; the effects of travel restrictions and quarantines associated with major health problems, such as the Severe Acute Respiratory Syndrome or Bird Flu, on general economic activity; and continued softness in corporate information technology spending or other changes in general economic conditions that affect demand for fiber optic components.

For further information regarding risks and uncertainties associated with MRV’s and Luminent’s businesses generally, and their businesses in particular, please refer to the “Management’s Discussion and Analysis of Results of Operations and Financial Condition” and “Risk Factors” sections of MRV’s SEC filings, including, but not limited to, its annual report on Form 10-K and quarterly reports on Form 10-Q, copies of which may be obtained by contacting MRV’s investor relations department or at MRV’s investor relations website at http://ir.mrv.com. MRV disclaims any intention or obligation to update any forward-looking statements after the distribution of this press release, whether as a result of new information, future events, developments, changes in assumptions or otherwise.

About MRV Communications, Inc.

MRV Communications, Inc. (“MRV”) is a leading provider of network equipment and services, and optical components. MRV’s networking business provides equipment used by commercial customers, governments and telecommunications service providers, and includes switches, routers, physical layer products and out-of-band management products as well as specialized networking products for aerospace, defense and other applications including voice and cellular communication. MRV’s optical components business provides optical communications components for metropolitan, access and Fiber-to-the- Premises applications, through its wholly-owned subsidiary Luminent, Inc. MRV markets and sells its products worldwide through a variety of channels, including a dedicated direct sales force, manufacturers’ representatives, value-added-resellers, distributors and systems integrators. MRV also has operations in Europe that provide network system design, integration and distribution services that include products manufactured by third-party vendors, as well as internally developed and manufactured products. Publicly traded since 1992, MRV is listed on the NASDAQ Global Market under the symbol MRVC. For more information about MRV and its products, please call (818) 773-0900 or visit our websites at www.mrv.com and www.luminentoic.com.

About Luminent, Inc.

Luminent is a wholly owned subsidiary of MRV and a world-class, leading edge manufacturer of optical components since 1988. Luminent provides complete solutions for Metro Transceivers, FTTP applications, and CWDM/DWDM solutions. The Company’s US and Taiwan based facilities leverage off internal vertical integration to offer the lowest cost, high volume component solutions. With Research and Design centers in both California and Taiwan, Luminent is well positioned to respond quickly and with great flexibility to global customer requirements and design cycles. Luminent’s Taiwan facility is an ISO9001, TL9000 and ISO14001 certified high volume manufacturing facility fully staffed to address continual cost

reduction via production and automation engineering teams. With a state-of-the-art, mass manufacturing facility utilizing metal organic chemical vapor deposition (MOCVD) and fully automatic packaging and testing processes, Luminent is positioned to deliver state of the art solutions at compelling price points.

About Fiberxon

Fiberxon Inc. is focused on the design, manufacturing, and marketing of best-in-class and cost effective optoelectronic interface modules and solutions for communication systems and networks. Founded in 2000, Fiberxon has an office in Santa Clara, California, and subsidiaries and offices in Tokyo, Beijing, Shanghai, Shenzhen and Chengdu and Macao. Fiberxon meets the demands of its customers worldwide with products and services derived from its innovation in technology, product development, and manufacturing processes, as well as its complete quality and reliability assurance systems. For more information about Fiberxon’s products, please visit www.fiberxon.com.

Investor Relations MRV
MRV Communications, Inc.
(818) 886-MRVC (6782) The Blueshirt Group for MRV
Chris Danne, Rakesh Mehta
chris@blueshirtgroup.com
Investor Relations (415) 217-7722
ir@mrv.com rakesh@blueshirtgroup.co