8-K

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): February 25, 2009

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 91311

(Address of principal executive offices)          (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:

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 8.01 Other Events.

On February 25, 2009, MRV Communications, Inc. announced the appointment of Jennifer Hankes Painter, 39, as its Vice President, General Counsel.

Prior to joining MRV on February 23, 2009, Ms. Painter served from 2004 to 2008, as vice president, assistant general counsel for The Ryland Group, Inc., a national residential homebuilder headquartered in Calabasas, California, where she was responsible for the company’s regulatory compliance, corporate governance, financings, and general corporate and employment law. From 2001 to 2004, Ms. Painter served as vice president, general counsel of Cadiz Inc., a water and agricultural company headquartered in Los Angeles, California, with operations in the United States and abroad. At Cadiz, Ms. Painter was responsible for domestic and international finance and contract negotiations, regulatory compliance, corporate governance, litigation and intellectual property issues. Prior to joining Cadiz, Ms. Painter was employed as an associate with Sullivan & Cromwell, an international law firm, where she dealt with merger and acquisition transactions, initial public offerings and other securities matters for the banking, finance, technology and telecommunications industries and served as an officer in the U.S. Army Corps of Engineers, where her duties included construction and design project management. She received a Bachelor of Science degree in Civil Engineering from the United States Military Academy at West Point in 1991 and a Juris Doctor degree from Loyola Law School in Los Angeles in 1997. Ms. Painter is an active member of the California Bar.

A copy of MRV’s press release of February 25, 2009 is attached to this Report as Exhibit 99.1.

The information in this Report, including Exhibit 99.1 attached hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

     (d)    Exhibits

          Exhibit 99.1   Registrant’s Press Release of February 25, 2009

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SIGNATURE

Pursuant to the requirements of the Exchange Act, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized.

Date: February 25, 2009

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 APPOINTS GENERAL COUNSEL

CHATSWORTH, CA — February 25, 2009 — MRV COMMUNICATIONS, INC. (Nasdaq: MRVC), announced that it has appointed Jennifer Hankes Painter as Vice President, General Counsel.

Noam Lotan, President and CEO of MRV Communications said, “We are very pleased to have Jennifer join the MRV team as our first in-house counsel. Jennifer’s proven capabilities and over 10 years of experience in corporate law, regulatory compliance, litigation, and negotiations will be a valuable addition to the MRV team as she will help strengthen our management team and position the company for profitable growth.”

As mentioned in MRV’s press release dated February 2, 2009, the Special Committee designated by the Board of Directors to oversee the investigation of certain accounting issues recommended, among other things, the hiring of a General Counsel. Lotan continued, “We believe that the addition of Jennifer is a positive step towards addressing the Special Committee’s findings and improving the company’s corporate governance and compliance.”

Prior to joining MRV, Painter held the position of vice president, assistant general counsel for The Ryland Group, Inc., a national residential homebuilder, where she was responsible for the company’s regulatory compliance, corporate governance, financings, and general corporate and employment law. Prior to The Ryland Group, Painter served as vice president, general counsel at Cadiz Inc., a water and agricultural company with operations in the United States and abroad. At Cadiz, Painter was responsible for domestic and international finance and contract negotiations, regulatory compliance, corporate governance, litigation and intellectual property issues. Painter was also an associate with Sullivan & Cromwell where she dealt with merger and acquisition transactions, including cross-border transactions, IPOs and securities matters for the banking, finance, technology and telecommunications industries. Painter also spent five years in the U.S. Army Corps of Engineers attaining the rank of Captain as an engineer officer where her duties included construction and design project management.

Painter holds a J.D., cum laude, from Loyola Law School in Los Angeles and a Bachelor of Science in Civil Engineering from the United States Military Academy in West Point, NY.

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 SourcePhotonics, 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

Exhibit 99.1-1

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 National 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.sourcephotonics.com.

Investor Relations	The Blueshirt Group for MRV
MRV Communications, Inc.	Maria Riley
(818) 886-MRVC (6782)	maria@blueshirtgroup.com
ir@mrv.com	(415) 217-2631

Exhibit 99.1-2