8-K

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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): October 2, 2008

MRV COMMUNICATIONS, INC.

(Exact name of registrant as specified in its charter)

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

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

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

Not Applicable
(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))

Item 2.02 — Results of Operations and Financial Condition.

On October 2, 2008, registrant issued a press release announcing revised revenue guidance for the three months ended September 30, 2008, a copy of which is set forth in Exhibit 99.1 attached hereto.

The information in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. Furthermore, the information in this Item 2.02, including Exhibit 99.1 attached hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a) (2) of the Securities Act of 1933, as amended.

Item 8.01 Other Events.

Legal Proceedings.

Registrant is aware that through September 30, 2008, six separate lawsuits have been filed to which registrant has been named a party, each of which is based on facts disclosed in registrant’s press release of June 5, 2008, which was included as Exhibit 99.1 to registrant’s Current Report on Form 8-K filed with the SEC on June 6, 2008.

For information on the lawsuits filed on

• June 13, 2008 (the “Rubin Lawsuit”),

• July 3, 2008 (the “Ke Lawsuit”),

• July 8, 2008 (the “Anits Lawsuit”),

• July 11, 2008 (the “Ramsey Lawsuit”), and

• July 30, 2008, (the “Leopold Lawsuit”),

see Item 8.01 of registrant’s Form 8-K filed with the SEC on August 1, 2008.

On August 15, 2008, another stockholder derivative lawsuit related to registrant’s stock option practices was filed in the United States District Court for the Central District of California by Donald Gautreaux against registrant, its directors and certain of registrant’s present and former executive officers. The complaint seeks to recover from the defendants unspecified compensatory and punitive damages, to require registrant to undertake reforms to corporate governance and internal control procedures, to impose a constructive trust over stock options and proceeds derived therefrom, to rescind improperly priced options and to recover costs of suit, including legal and other professional fees.

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Nasdaq Listing

As previously reported (see Item 3.01 of registrant’s Form 8-K filed with the SEC on August 18, 2008), on August 14, 2008, registrant received a Staff Determination letter from the Nasdaq Stock Market stating that it was not in compliance with Marketplace Rule 4310(c)(14) because it did not timely file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2008. In response to the Staff Determination letter, registrant requested a hearing before the Nasdaq Listing Qualifications Panel (the “Panel”), which is scheduled for October 16, 2008. In its submission to the Panel in connection with the hearing, registrant has requested that its common stock continue to be listed on the Nasdaq Stock Market pending completion of the Special Committee’s review of the Company’s stock option practices, the preparation of restated financial statements and the filing of its Form 10-Q for the quarter ended June 30, 2008.

Item 9.01 Financial Statements and Exhibits

Exhibit 99.1 Registrant’s revenue release of October 2, 2008 announcing revised revenue guidance for the three months ended September 30, 2008 (furnished pursuant to Item 2.02).

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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: October 6, 2008

MRV COMMUNICATIONS, INC.
By:	/s/ Noam Lotan
	Noam Lotan
	President and Chief Executive Officer

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EX-99.1

Exhibit 99.1

MRV ANNOUNCES REVISED THIRD QUARTER REVENUE GUIDANCE

CHATSWORTH, CA — October 2, 2008 — MRV COMMUNICATIONS, INC. (Nasdaq: MRVC), a leading provider of products and services for WDM and optical transport, metro Ethernet, fiber optic components, 10GE, out-of-band networking and other optical networking products, today announced that it had revised previously announced revenue guidance for the third quarter ended September 30, 2008.

Based on preliminary information, revenues for the third quarter are expected to be in the range of $127 to $129 million. This compares to previous guidance for the third quarter of 2008 of $139 million to $144 million. The Company attributed the expected revenue shortfall in part due to:

• a longer-than-expected transition to a new facility in Chengdu, China that adversely impacted product shipments of its Source Photonics fiber-optics subsidiary during the quarter, and

• currency exchange rate fluctuations during the quarter and softer sales in Europe during the summer months that adversely affected the performance of its network integration business.

These factors were partially offset by a strong third quarter performance of MRV’s network equipment business which continued its strong year-over-year growth trend.

MRV has not provided, and is not providing preliminary bottom-line financial guidance for the quarter at this time in light of the previously-announced and ongoing internal review of its historical stock option granting practices, the associated accounting impact of such practices and of other matters and the expected restatement of its financial statements.

MRV plans to provide additional information regarding its third quarter revenue results and discuss its business outlook prior to and during its regular quarterly conference call for investors. Such additional information, and the date and time of the conference call, will be announced later this month.

Forward-Looking Statements

This press release contains statements regarding preliminary revenue results expected for the third quarter ended on September 30, 2008 and the reasons attributed by management for the short-fall in such results and are based on management’s current assessments. These statements constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words

Exhibit 99.1-1

such as “expects,” “anticipates,” “believes,” “envisions,” “estimates,” “targets,” “intends,” “plans,” “seeks,” “should,” “forecasts,” “projects,” 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 actual results or the reasons therefor, which may vary materially from current expectations.

In addition, there are a number of risks associated with matters relating to the ongoing review by the special committee of independent directors of MRV’s historical stock option practices and the company’s accounting for earnouts and profit sharing in certain subsidiaries, the extent to which additional equity-based compensation expense will be recognized as a result of the ongoing review; the timing of the Company’s filings relating to any restated financial information; the impact of any regulatory review of the disclosures in those documents; and the potential impact of related civil litigation. We cannot predict when either the internal review or expected restatement of MRV’s financial statements will be completed and there may be negative tax or other implications for MRV resulting from the accounting adjustments. There can be no assurance that we will maintain our Nasdaq listing. We cannot predict the outcome of the internal review, or any lawsuit or other proceeding related to the matters under review by the special committee. Dealing with matters related to the subject matter of the special committee’s review and the allegations made in pending or other lawsuits could divert management’s attention from our operations and expenses arising from the special committee’s review, the expected restatement, related litigation and other associated activities are expected to continue to be significant. These events could adversely affect our business and the price of our common stock.

All information in this release is as of October 2, 2008. MRV undertakes no duty to update any forward-looking statement to conform the statement to actual results or changes in MRV’s expectations.

About MRV Communications, Inc. MRV Communications, Inc. (“MRV”) is a leading provider of network equipment and services, and optical components. MRV’s network equipment 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 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. The company’s optical components business, operating under the Source Photonics brand, includes Source Photonics, Inc. and Fiberxon, Inc., both wholly owned subsidiaries of MRV. 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 www.mrv.com and www.sourcephotonics.com.

Investor Relations	The Blueshirt Group for MRV
MRV Communications, Inc.	Maria Riley, Chris Danne
(818) 886-MRVC (6782)	maria@blueshirtgroup.com ir@mrv.com
	(415) 217-7722

Exhibit 99.1-2