-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NLiwDBMEaYlpaSaCCEnzftx5AL9yN/x+GgIrp8aYCYM57TrC1E47od19FUNr9eZt 2Mts9P+5f38XcMPkUnEAUQ== 0000950137-07-005089.txt : 20070404 0000950137-07-005089.hdr.sgml : 20070404 20070403190055 ACCESSION NUMBER: 0000950137-07-005089 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070329 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant FILED AS OF DATE: 20070404 DATE AS OF CHANGE: 20070403 FILER: 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 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11174 FILM NUMBER: 07746291 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 8-K 1 v28933e8vk.htm FORM 8-K MRV Communications, Inc.
 

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): March 29, 2007
MRV COMMUNICATIONS, INC.
(Name of registrant as specified in its charter)
         
DELAWARE   0-25678   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)
Issuer’s telephone number: (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))
 
 

 

 

Item 1.01 Entry into a Material Definitive Agreement.
     On March 28, 2007, the registrant’s wholly-owned subsidiary, Luminent, Inc. (“Luminent”), entered into an indemnification agreement with Fiberxon Technology (Shenzhen) Co., Ltd., China (“Fiberxon Shenzhen”), and its parent company, Fiberxon, Inc., a Delaware corporation located in Santa Clara, California (“Fiberxon”) (the “Agreement”). The registrant and Fiberxon have entered into a merger agreement regarding the acquisition of Fiberxon and its subsidiaries dated January 26, 2007 (the “Merger Agreement”), as reported in the registrant’s Current Report on Form 8-K filed January 31, 2007. As Fiberxon Shenzhen required new banking facilities, in anticipation of the closing of the transactions contemplated by the Merger Agreement, Luminent agreed to provide a standby letter of credit for USD $4 million in favor of CITIC Bank Shenzhen Branch (“CITIC”), an existing Fiberxon Shenzhen banking creditor, to enable CITIC to extend further banking facilities to Fiberxon Shenzhen. In the Agreement, Fiberxon and Fiberxon Shenzhen agrees on a joint and several basis to indemnify Luminent for any economic losses it suffers as a result of Fiberxon Shenzhen’s breach of its loan agreement with CITIC, including, but not limited to, any payments required to be made pursuant to the standby letter of credit, and any penalties, interest, bank charges, litigation or arbitration costs, or other legal costs related to enforcement of such indemnification obligations.
     The standby letter of credit issued, and the Agreement became effective, on March 29, 2007. The letter of credit shall remain available to CITIC until October 1, 2007, however the indemnification protections provide by the Agreement shall remain effective until all rights, obligations, responsibilities, representations and warranties contained in the Agreement and the related loan agreement between Fiberxon Shenzhen and CITIC have been fulfilled or completed.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an off Balance Sheet Arrangement.
     The disclosure provided under Item 1.01 is incorporated by reference herein.

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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: April 2, 2007
         
  MRV COMMUNICATIONS, INC.
 
 		  
  By:   /s/ Noam Lotan    
    Noam Lotan   
    Chief Executive Officer   
 

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