-----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, DAjPKwek4tATKkBean4NR6NpDC/MTLttS+OM7Sju1qdx9tt37oNY9f0WfztTTAqo pFC+gTrFanOotL67bTxh5g== 0000950148-96-001250.txt : 19960620 0000950148-96-001250.hdr.sgml : 19960620 ACCESSION NUMBER: 0000950148-96-001250 CONFORMED SUBMISSION TYPE: S-1/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960619 SROS: NASD 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: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-00210 FILM NUMBER: 96583163 BUSINESS ADDRESS: STREET 1: 8917 FULLBRIGHT AVE CITY: CHATSWORTH STATE: CA ZIP: 91311 BUSINESS PHONE: 8187739044 MAIL ADDRESS: STREET 1: 8943 FULLBRIGHT AVE CITY: CHATSWORTH STATE: CA ZIP: 91311 S-1/A 1 AMENDMENT #5 TO FORM S-1 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 19, 1996 REGISTRATION NO. 333-00210 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 PRE-EFFECTIVE AMENDMENT NO. 5 TO FORM S-1 MRV COMMUNICATIONS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 3674 06-1340090 (STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
8917 FULLBRIGHT AVENUE CHATSWORTH, CALIFORNIA 91311 (818) 773-9044/(818) 773-0906 (FAX) (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICE) NOAM LOTAN PRESIDENT AND CHIEF EXECUTIVE OFFICER MRV COMMUNICATIONS, INC. 8917 FULLBRIGHT AVENUE CHATSWORTH, CALIFORNIA 91311 (818) 773-9044/(818) 773-0906 (FAX) (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE) COPIES TO: LEIB ORLANSKI, ESQ. KEN KOCH, ESQ. ASHER S. LEVITSKY, ESQ. FRESHMAN, MARANTZ, ORLANSKI SQUADRON, ELLENOFF, PLESENT & SHEINFELD, LLP ESANU KATSKY KORINS & SIGER COOPER & KLEIN 551 5TH AVENUE 605 THIRD AVENUE 9100 WILSHIRE BOULEVARD, 8-EAST NEW YORK, NY 10176 NEW YORK, NEW YORK 10153 BEVERLY HILLS, CALIFORNIA 90212-3480 TELEPHONE: (212) 661-6500 TELEPHONE: (212) 953-6000 TELEPHONE: (310) 273-1870 FAX: (212) 697-6686 FAX: (212) 953-6899 FAX: (310) 274-8293
------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the Registration Statement becomes effective. If any of the securities on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [ X ] CALCULATION OF REGISTRATION FEE
================================================================================================================================= PROPOSED PROPOSED MAXIMUM MAXIMUM TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE(2) - --------------------------------------------------------------------------------------------------------------------------------- Common Stock, $0.0067 par value......... 1,666,391 $50.75 $84,569,343.25 $4,172.52 - --------------------------------------------------------------------------------------------------------------------------------- Total................................................................................................. $4,172.52 =================================================================================================================================
(1) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(c). (2) Includes only the additional 238,430 shares underlying the Selling Stockholder Warrants to be registered hereunder and does not include the increase in the number of shares resulting from a 3:2 stock split paid April 2, 1996. ------------------- THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATES OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. 2 MRV COMMUNICATIONS, INC. CROSS-REFERENCE SHEET SHOWING LOCATION IN PROSPECTUS OF INFORMATION REQUIRED BY ITEMS OF FORM S-1
FORM S-1 REGISTRATION LOCATION IN PROSPECTUS --------------------- ---------------------- 1. Forepart of the Registration Statement and Outside Front Cover Page of Prospectus.......................... Outside Front Cover Page 2. Inside Front and Outside Back Cover Pages of Prospectus......................... Inside Front and Outside Back Cover Pages of the Prospectus. 3. Summary Information, Risk Factors and Ratio of Earnings to Fixed Charges..................................... 4. Use of Proceeds............................. The Company; The Offering; Use of Proceeds 5. Determination of Offering Price............ Outside Front Cover Page; Plan of Distribution 6. Dilution.................................... Not Applicable 7. Selling Security Holders.................... Principal and Selling Stockholders and Selling Warrant Holders 8. Plan of Distribution........................ Outside Front Cover Page; Plan of Distribution 9. Description of Securities to be Registered.................................. Dividend Policy; Price Range of Common Stock; Description of Securities and Warrants 10. Interests with Respect to the Registrant.................................. Outside Front Cover Page; The Company; Risk Factors; Dividend Policy; Price Range of Common Stock; Capitalization; Selected Financial Data; Management's Discussion of Analysis of Financial Condition and Results of Operations; Business; Management; Certain Transactions; Principal and Selling Stockholders and Selling Warrant Holders; Description of Securities and Warrants; Shares Eligible for Future Sale; Experts; Financial Statements 11. Disclosure of Commission Position on Indemnification for Securities Act Liabilities................................. Not Applicable
3 ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. (a) Exhibits 1** Form of Underwriting Agreement. 2a* Agreement and Plan of Merger by and between MRV Technologies, Inc. (a California corporation) and MRV Technologies, Inc. (a Delaware corporation), as amended. 2b* Certificates of Merger by and between MRV Technologies, Inc. (a California corporation) and MRV Technologies, Inc. (a Delaware corporation). 3a* Certificate of Incorporation, as amended. 3b* Bylaws. 4b* Specimen Common Stock Certificate. 4c* Specimen Common Stock Purchase Warrant. 4d* Form of Warrant Agreement. 4f** Form of Underwriter's Warrant issued to Hampshire Securities. 4g Warrants of Selling Warrant Holders as follows: 4g(1)***** Galcom Warrants for 60,000 and 15,000 shares, dated May 1, 1995. 4g(2)***** Henry Tellner Warrant for 8,000 shares, dated July 16, 1995. II-3 4 4g(3)***** Phillipe Scwarc Warrant for 5,667 shares, dated August 3, 1995. 4g(4)***** Danny Yellin Warrant for 5,666 shares, dated August 8, 1995. 4g(5)***** Yakov Sfadya Warrant for 5,667 shares, dated August 6, 1995. 4g(6)***** Lippa Meir/Alon Cohen Trustees, Warrant for 100,000 shares, dated June 29, 1995. 4g(7)***** Benny Glazer Warrant for 10,000 shares, dated July 24, 1995. 4g(8)***** Nathan Shilo Trustee, Warrants for 330,000 shares, dated July 13 and 19, 1995. 4g(9)***** GME Design Warrant for 12,000 shares, dated October 19, 1995. 4g(10)***** Jacques Cory Warrants for 15,000 shares, dated November 17, 1995. 4g(11)+ Oscar Gruss & Sons 4g(12)+ Northview Trading Ltd. 4g(13)+ Heidron Engler 4g(14)+ Robert Coane 4g(15)+ Jeanette Coane Cust for Robert Coane Jr. 4g(16)+ Jeannete Coane Cust for Mary Coane 4g(17)+ Jeanette Coane Cust for Kevin Coane 4g(18)+ Daryl Hagler 4g(19)+ Timothy Essaye 4g(20)+ Oscar Gruss & Sons 4g(21)+ Dave Koch 4g(22)+ Bill Musser 4g(23)+ Isabelle Orlansky 4g(24)+ Isabelle Orlansky 4g(25)+ Northview Trading Ltd. 4g(26)+ Dara Kiely 4g(27)+ James Powers II-4 5 4g(28)+ Steven Rosner 4g(29)+ Terence Lambert 4g(30)+ Mark Riez 4g(31)+ James C. Powers 4g(32)++ Jay Tucker 4g(33)++ Barker Lee & Co. 4g(34)++ J.M.R. Barker Foundation 4g(35)++ Quaker Hill Associates 4g(36)++ Upland Associates, L.P. 4g(37)++ Namakagon Associates, L.P. 4g(38)++ David Koch 4g(39)++ Jean Michel Nahon 4g(40)++ Lucien Selle 4g(41)++ Perlman Associates 4g(42)++ JJ Newport 4g(43)++ James C. Powers 4g(44)++ Jay Tucker 4g(45)++ Daniel Perlman 4g(46)++ Bank of the West Trustee 4g(47)++ Tom Callahan 4g(48)++ CUS Trust 4g(49)++ Alvarado Partners 4g(50)++ Perlman & Associates 4g(51)++ The Excelsior Fund 4g(52)++ Jim Powers 4g(53)++ J. Steven Emerson II-5 6 4g(54)++ Banque de Gestion G De Rothschild Luxembourg 4g(55)++ Joel Packer 4g(56)++ Banque Privee Edmond de Rothschild S.A./Geneva 4g(57)++ Sergio Ciambellini 4g(58)++ Elio Bianchi 4g(59)++ Everest Capital International Ltd. (To be filed by later amendment) 4g(60)++ Everest Capital (To be filed by later amendment) + Issued with pre split quantity ++ Issued with post split quantity 5 Opinion of Freshman, Marantz, Orlanski, Cooper & Klein, to be filed by Amendment. 10a* Lease for premises at 8917 Fullbright Avenue, Chatsworth, CA dated August 5, 1991. 10a(1)* Lease for premises at 8943 Fullbright Avenue, Chatsworth, CA dated March 3, 1993. 10b(1)* Key Employee Agreement between the Company and Noam Lotan dated March 23, 1993. 10b(1)1* Letter amending Key Employee Agreement between the Company and Noam Lotan. 10b(1)2** Letter amending Key Employee Agreement between the Company and Noam Lotan. 10b(2)* Key Employee Agreement between the Company and Zeev Rav-Noy dated March 23, 1992. 10b(2)1* Letter amending Key Employee Agreement between the Company and Zeev Rav-Noy. 10b(2)2** Letter amending Key Employee Agreement between the Company and Zeev Rav-Noy. 10b(3)* Key Employee Agreement between the Company and Shlomo Margalit. 10b(3)1* Letter amending Key Employee Agreement between the Company and Shlomo Margalit. 10b(3)2** Form of Letter amending Key Employee Agreement between the Company and Shlomo Margalit. 10b(4)* Employment Letter between the Company and Khalid (Ken) Ahmad dated August 8, 1990. 10c(1)* Overview of Bridge Financing for the Company dated March 1992. 10c(2)* Form of Warrant issued in connection with Bridge Financing and to certain consultants. 10c(3)* Form of Promissory Note issued in connection with Bridge Financing. II-6 7 10c(5)* Schedule of Bridge Investors. 10d(1)* Agreement between the Company and Managerial Resources, Inc. dated January 15, 1992. 10d(2)* Agreement between the Company and the Department of the Navy dated November 21, 1991. 10d(4)* Agreement by and among the Company, Tritek International Company, China National Electronics Import & Export Corporation and Jiangxi Nancheng Tiangnan Radio Material Factory dated as of November 28, 1988. 10d(5)* Promissory Note in principal amount of $50,000 issued by the Company to An-Pin Chen dated December 18, 1989, as amended. 10d(6)* Promissory Note in principal amount of $50,000 issued by the Company to Pacific Tritek, Inc. Defined Benefit Plan dated December 18, 1989, as amended. 10e* Promissory Note in principal amount of $204,140 by the Company to Julian Cole and Stein dated February 28, 1992. 10f* Form of Stock Escrow Agreement between the American Stock Transfer & Trust Company and Certain Stockholders. 10g* 1992 Stock Option Plan. 10h* Form of Financial Consulting Agreement between the Company and Thomas James. 10i* Form of Mergers/Acquisition Agreement between the Company and Thomas James. 10j* Restricted Stock Agreement between the Company and Khalid (Ken) Ahmad. 10k* Development and Manufacturing Agreement between the Company and Laser Precision Corporation dated December 13, 1990. 10l* License Agreement between the Company and Laser Precision Corporation dated December 13, 1990. 10m* Form of Distributor Agreement and List of Current Distributors. 10n* Form of Sales Representative Agreement and List of Current Sales Representatives. 10o* Form of Warrant issued to Managerial Resources, Inc. 10p*** Agreement for Sale and Purchase of Assets of ACE dated June 29, 1995. 10q**** Agreement for Purchase of Galcom Assets dated March 21, 1995. 10r***** Agreement regarding Incentive Plan for 330,000 Warrants re ACE. 10s***** Letter of Agreement regarding Founders Agreement, Galcom. II-7 8 11***** Statement regarding computation of per share earnings. 21***** List of subsidiaries (page II-11). 24a***** Consent of Arthur Andersen LLP (page II-12). 24b***** Consent of Freshman, Marantz, Orlanski, Cooper & Klein (contained in Exhibit 5). 24c Consent of Almagor & Co. (page II-13). 24d Consent of Sterling, Nappen, Chavkin & Co., LLC (page II-14) 24e Consent of Ratzkovsky Fried & Co. (page II-15). 24f Consent of Groupe France Audit s.a. (page II-16). 25***** Power of Attorney. - ----------- * Incorporated by reference from, and all such Exhibits have the same corresponding Exhibit number filed as part of, Registrant's Registration Statement on Form S-1 (File No. 33-48003) and the Amendments thereto as filed with the Commission on May 27, July 14, August 14, November 9, and December 2, 1992. ** Incorporated of reference from, and all such Exhibits have the same corresponding Exhibit Numbers filed as part of, Registrant's Registration Statement on Form S-1 (33-86516), effective January 11, 1995. *** Incorporated by reference to Registrant's Report on Form 8k (0-23452) dated June 29, 1995, with respect to the ACE Acquisition, Exhibit No. 2.1 & 2.1a. **** Incorporated by reference to Registrant's Report on Form 8k (0-23452), dated May 1, 1995 with respect to the Galcom Acquisition, Exhibit No. 2.1 and 2.1a. ***** Previously filed. (b) FINANCIAL STATEMENT SCHEDULES All schedules are omitted because they are inapplicable or the requested information is shown in the financial statements of the Registrant or related notes thereto. II-8 9 [BDO ALMAGOR & CO. CPA (ISR) LETTERHEAD] June 17, 1996 To: MRV Communications Inc. 8943, Fulbright Avenue, Chatsworth, CA 91311 U.S.A. Dear Sirs, Re: Galcom Networking Ltd. ("the Company") -------------------------------------- As independent auditors of the Company, we hereby consent to the inclusion of our report dated June 7, 1995 accompanying the consolidated financial statements of the Company as at December 31, 1994 and 1993 and for the three years in the period ended December 31, 1994, and all references to our name as auditors of Galcom Networking Ltd. in your company's prospectus to be published in June 1996. Yours faithfully, /s/ BDO Almagor & Co. BDO Almagor & Co. Certified Public Accountants II-13 10 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We consent to the incorporation by reference in the registration statement on Form S-1 (No.:333-00210) of MRV Communications, Inc. of our report dated January 26, 1995 relating to the financial statements of Galcom, Inc. as of December 31, 1994 and 1993, and the related statements of operations and deficit and cash flows for the years then ended. /s/ Sterling, Nappen, Chavkin & Co., LLC STERLING, NAPPEN, CHAVKIN & CO., LLC Livingston, New Jersey June 17, 1996 II-14 11 [RATZKOVSKY FRIED LETTERHEAD] CONSENT OF INDEPENDENT AUDITORS We hereby consent to the incorporation by reference in this Registration Statement on Form S-1 and each prospectus constituting part of this Registration Statement of our report dated November 22, 1995 on the consolidated financial statements of Ace 400 Communications Ltd. included in the audited Pro Forma Balance Sheet and Statement of Income of MRV Communications Inc. as of December 31, 1994 and for the fiscal year ended December 31, 1994. We also consent to the reference to our firm under the caption "Experts" in each prospectus included in the Registration Statement. /s/ RATZKOVSKY FRIED & CO. ---------------------------------- Haifa, Ratzkovsky Fried & Co. June 17, 1996 Certified Public Accountants (Isr.) II-15 12 [HLB GROUPE FRANCE AUDIT S.A. LETTERHEAD] CONSENT OF INDEPENDENT AUDITORS We hereby consent to the incorporation by reference in this Registration Statement on Form S-1 and each prospectus constituting part of this Registration Statement of our report dated November 22, 1995 on the financial statements of North Hills Europe which have been consolidated in the financial statements of Ace 400 Communications Ltd. included in the unaudited Pro Forma Balance Sheet and Statement of Income of MRV Communications Inc. as of December 31, 1994 and for the fiscal year ended December 31, 1994. We also consent to the reference to our firm under the caption "Experts" in each prospectus included in the Registration Statement. Paris, June 19th, 1996 POUR SOFIDEEC, ASSOCIEE /s/ M.F. EL MGHAZLI ------------------------------------- M.F. EL MGHAZLI President Directeur General Expert-Comptable, Commissaire aux Comptes, Associe II-16 -----END PRIVACY-ENHANCED MESSAGE-----