-----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, UDxnouQcprT7fRUvw52TGVwWOiLFbfCuUEIeLHNdg7bZtJiG+alCcHvcLLbjnzrV c22ZPqQel31Q/40TVq6ZZA== 0000950148-97-002382.txt : 19970927 0000950148-97-002382.hdr.sgml : 19970927 ACCESSION NUMBER: 0000950148-97-002382 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 4 333-30035 FILED AS OF DATE: 19970918 EFFECTIVENESS DATE: 19970918 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-3MEF SEC ACT: SEC FILE NUMBER: 333-35943 FILM NUMBER: 97682691 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-3MEF 1 FORM S-3MEF 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 19, 1997 REGISTRATION NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ MRV COMMUNICATIONS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 3577/3674 06-1340090 (STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
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 OFFICES) ------------------------ NOAM LOTAN PRESIDENT AND CHIEF EXECUTIVE OFFICER 8917 FULLBRIGHT AVENUE CHATSWORTH, CALIFORNIA 91311 (818) 773-9044 (818) 773-0906 (FAX) (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ------------------------ COPIES TO: MARK A. KLEIN, ESQ. THOMAS H. KENNEDY, ESQ. KENTON J. KING, ESQ. SUSAN B. KALMAN, ESQ. SKADDEN, ARPS, SLATE, SKADDEN, ARPS, SLATE, FRESHMAN, MARANTZ, ORLANSKI, MEAGHER & FLOM LLP MEAGHER & FLOM LLP COOPER & KLEIN 919 THIRD AVENUE FOUR EMBARCADERO CENTER 9100 WILSHIRE BOULEVARD, 8-EAST NEW YORK, NY 10022 SAN FRANCISCO, CA 94111 BEVERLY HILLS, CA 90212-3480 TELEPHONE: (212) 735-3000 TELEPHONE: (415) 984-6400 TELEPHONE: (310) 273-1870 FACSIMILE: (212) 735-2000 FACSIMILE: (415) 984-2698 FACSIMILE: (310) 274-8357
------------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as practicable after the effective date of this Registration Statement. ------------------------ If any of the securities being registered 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. [ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of earlier effective registration statement for the same offering. [X] 333-30035 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] ------------------------ CALCULATION OF REGISTRATION FEE ================================================================================
OFTITLE OF EACH CLASS OF PROPOSED REGISTRATIONSECURITIES TO BE AMOUNT TO BE MAXIMUM PRICE REGISTERED REGISTERED PER UNIT(1) PROPOSED MAXIMUM AMOUNT AGGREGATE OFFERING PRICE(1) FEE - ------------------------------------------------------------------------------------------------------------ 402,500 Common Stock, $0.0034 par value............. shares(2) $35.75 $14,389,375 $4,361 ============================================================================================================
(1) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(c). (2) Includes 52,500 shares that the Underwriters have the option to purchase to cover over-allotments. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 EXPLANATORY NOTE This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form S-3 (Reg. No. 333-30035) filed by MRV Communications, Inc. (the "Company") with the Securities and Exchange Commission on June 25, 1997, as amended, including the exhibits thereto, and declared effective by the Commission on September 18, 1997. EXHIBITS -------- 5 Opinion of Freshman, Marantz, Orlanski, Cooper & Klein 23.1 Consent of Arthur Andersen LLP 23.2 Consent of Luboshitz, Kaiseras & Co. Arthur Andersen 23.3 Consent of Freshman, Marantz, Orlanski, Cooper & Klein, a law corporation (contained in Exhibit 5) 24.1 Power of Attorney (incorporated by reference to the Company's signature page of the Company's Registration Statement on Form S-3 (Registration No. 333-30035) filed with the Commission on June 25, 1997 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chatsworth, State of California, on the 18th day of September, 1997. MRV COMMUNICATIONS, INC. By: /s/ ZEEV RAV-NOY ------------------------------------ Zeev Rav-Noy Chief Operating Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
NAMES TITLE DATE - --------------------------------------------- --------------------------- ------------------- /s/ President, Chief Executive September 18, 1997 - --------------------------------------------- Officer (Principal Noam Lotan* Executive Officer), and a Director /s/ ZEEV RAV-NOY Chief Operating Officer, September 18, 1997 - --------------------------------------------- Treasurer, and a Director Zeev Rav-Noy /s/ Chairman of the Board, September 18, 1997 - --------------------------------------------- Chief Technical Officer, Shlomo Margalit* Secretary, and a Director /s/ Vice President of Finance September 18, 1997 - --------------------------------------------- and Administration, Chief Edmund Glazer* Financial Officer (Principal Financial and Accounting Officer) /s/ Director September 18, 1997 - --------------------------------------------- Leonard Mautner* /s/ Director September 18, 1997 - --------------------------------------------- Milton Rosenberg* /s/ Director September 18, 1997 - --------------------------------------------- Igal Shidlovsky* *By: /s/ ZEEV RAV-NOY - --------------------------------------------- Zeev Rav-Noy Attorney-In-Fact
4 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - -------- ----------------------------------------------------------------------- 5 Opinion of Freshman, Marantz, Orlanski, Cooper & Klein, a law corporation............................................................ 23.1 Consent of Arthur Andersen LLP......................................... 23.2 Consent of Luboshitz, Kaiseras & Co. Arthur Andersen................... 23.3 Consent of Freshman, Marantz, Orlanski, Cooper & Klein, a law corporation (contained in Exhibit 5)...................................
EX-5 2 EXHIBIT 5 1 EXHIBIT 5 [FRESHMAN, MARANTZ, ORLANSKI, COOPER & KLEIN LETTERHEAD] September 19, 1997 MRV Communications, Inc. 8943 Fullbright Avenue Chatsworth, California 91311 Re: MRV Communications, Inc. Registration Statement on Form S-3 (Filed Pursuant to Rule 462/b) SEC File No. 333-30035 Ladies and Gentlemen: We have acted as counsel to MRV Communications, Inc., a Delaware corporation (the "Company") in connection with the preparation and filing with the Securities and Exchange Commission (the "SEC") of the Registration Statement on Form S-3 registering 402,500 additional shares of Common Stock, $0.0034 par value (the "Additional Shares") of the Company for an offering pursuant to 462(b) under the Securities Act of 1933. The terms and conditions of the offering are described in the Registration on Form S-3 (Registration No. 333-30035) filed by the Company with the Securities and Exchange Commission on June 25, 1997, as amended, which is incorporated by reference in the Registration Statement on Form S-3 filed by the Company on September 19, 1997 relating to the Additional Shares (the "Registration Statement"). For purposes of this opinion, we have examined such matters of law and originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or conformed copies, and the authenticity of the originals of all such latter documents. We have also assumed the due execution and delivery of all documents where due execution and delivery are prerequisites to the effectiveness thereof. We have relied upon certificates of public officials and certificates of officers of the Company for the accuracy of material, factual matters contained therein which were not independently established. Based on the foregoing and on all other instruments, documents and matters examined for the rendering of this opinion, it is our opinion that subject to the timely receipt by the Commission of 2 [FRESHMAN, MARANTZ, ORLANSKI, COOPER & KLEIN] MRV Communications, Inc. September 19, 1997 Page 2 the required filing fee due upon filing of the Registration Statement, upon the sale and issuance of the Additional Shares in the manner referred to in the Prospectus incorporated into the Registration Statement or filed pursuant to Rule 430(a) under the Securities Act and in accordance with the terms of the Underwriting Agreement, and upon payment therefor, the Additional Shares will be legally issued, fully paid and non-assessable shares of the Common Stock of the Company. We express no opinion as to the applicability or effect of any laws, orders or judgments of any state or jurisdiction other than the substantive laws of the State of Delaware. Further, our opinion is based solely upon existing laws, rules and regulations, and we undertake no obligation to advise you of any changes that may be brought to our attention after the date hereof. We consent to the use of our name under the captioned "Legal Matters" in the Prospectus, constituting part of the Registration Statement, and to the filing of this opinion as an exhibit to the Registration Statement. By giving you this opinion and consent, we do not admit that we are experts with respect to any part of the Registration Statement or Prospectus within the meaning of the term "expert" as used in Section 11 of the Securities Act, or the rules and regulations promulgated thereunder by the SEC, nor do we admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act. Very truly yours, /s/ Freshman, Marantz, Orlanski, Cooper & Klein FRESHMAN, MARANTZ, ORLANSKI, COOPER & KLEIN EX-23.1 3 EXHIBIT 23.1 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the use of our reports dated February 7, 1997 on the financial statements and the financial statement schedule of MRV Communications, Inc. and to all references to our firm included in or made a part of this Registration Statement on Form S-3. /s/ Arthur Andersen LLP ARTHUR ANDERSEN LLP Los Angeles, California September 18, 1997 EX-23.2 4 EXHIBIT 23.2 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference into this Registration Statement of MRV Communications, Inc. (the "Company") on Form S-3 of our report on Fibronics Ltd. Group dated February 29, 1996, appearing in the Company's Current Report on Form 8-K/A filed with the Securities and Exchange Commission on August 5, 1997. We note that in 1997 Fibronics Ltd. Group ceased operations and entered into voluntary liquidation. /s/ Luboshitz, Kasierer & Co. Luboshitz, Kasierer & Co. Certified Public Accountants (Isr.) Haifa, Israel September 18, 1997 -----END PRIVACY-ENHANCED MESSAGE-----