S-3/A 1 s-3a.txt AMENDMENT NO. 1 TO FORM S-3 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION VIA EDGAR AS OF JULY 21, 2000 REGISTRATION NO. 333-39560 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO 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)
20415 Nordhoff Street Chatsworth, California 91311 (818) 773-0900 (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 20415 Nordhoff Street Chatsworth, California 91311 (818) 773-0900 (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. Kirkpatrick & Lockhart LLP 9100 Wilshire Boulevard, 8-East Beverly Hills, CA 90212-3480 Telephone: (310) 273-1870 Facsimile: (310) 274-8357 Approximate date of commencement of proposed sale to public: From time to time after the effective date of this Registration Statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] 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. [X] 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. [ ] 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
============================================================================================================================= Proposed Maximum Amount of Title of Each Class of Amount to Be Proposed Maximum Aggregate Registration Securities to Be Registered Registered Price per Unit (1) Offering Price(1) Fee ----------------------------------------------------------------------------------------------------------------------------- Common stock, $0.0017 par value per share (2) 5,291,952 $55.221 $292,228,318 $77,148* =============================================================================================================================
* A filing fee of $66,970 was previously paid. (1) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(c) based on the average between the high and low prices on The Nasdaq National Market on (a) June 15, 2000 as to 4,599,431 shares included in registrant's registration filed June 16, 2000, and (b) July 19, 2000 as to 692,521 shares being added by this Amendment. (2) The shares of common stock being registered hereunder are being registered for resale by the selling stockholders named in the prospectus (the "selling stockholders"). The Registrant hereby amends this registration statement on such date 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, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. 2 The information contained in this prospectus is not yet complete, and we may supplement or amend it in the final version. We have filed a registration statement relating to the securities described in this prospectus with the Securities and Exchange Commission. The selling stockholders may not sell these securities, or accept offers to buy them, until the registration statement becomes effective. This prospectus is not an offer to sell these securities, and we are not soliciting offers to buy them. These securities will not be sold in any state where their offer or sale, or solicitations of offers to buy them, would be unlawful prior to their registration or qualification under the securities laws of any such state. SUBJECT TO COMPLETION--DATED JULY 21, 2000 MRV COMMUNICATIONS, INC. COMMON STOCK The stockholders of MRV Communications, Inc. listed below in the section of this prospectus called "Selling Stockholders" are offering and selling up to 5,291,952 shares of MRV's common stock. The selling stockholders may offer their shares through public or private transactions, in or off the over-the-counter market in the United States, at prevailing market prices, or at privately negotiated prices. For details of how the selling stockholders may offer their MRV common stock, please see the section of this prospectus called "Plan of Distribution--Sales by Selling Stockholders." MRV will not receive any proceeds from the sales of shares by the selling stockholders. The MRV common stock is quoted on the Nasdaq National Market under the symbol "MRVC." On July 19, 2000, the closing sale price of MRV's common stock on the Nasdaq National Market was $77.8125 per share. YOUR PURCHASE OF THE COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" BEGINNING AT PAGE 4. --------------- NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE MRV SHARES OFFERED OR SOLD UNDER THIS PROSPECTUS, NOR HAVE THESE ORGANIZATIONS DETERMINED THAT THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. --------------- The date of this prospectus is _________, 2000. 3 WHERE YOU CAN FIND MORE INFORMATION MRV files annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any document it files at the SEC's public reference room at 450 Fifth Street, N.W. Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room. In addition, the SEC maintains an Internet site that contains MRV's reports, proxy and information statements and other information at http://www.sec.gov. The SEC allows MRV to "incorporate by reference" the information it files with it, which means that MRV can disclose important information to you by referring you to those documents. The information incorporated by reference is part of this prospectus, and later information that MRV files with the SEC will automatically update and supersede this information. MRV incorporates by reference the documents listed below. MRV also incorporates by reference any future filings made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until the selling stockholders sell all their shares. This prospectus is part of a registration statement that MRV has filed with the SEC (Registration Nos. 333-39560). o MRV's Annual Report on Form 10-K for the year ended December 31, 1999 filed with the SEC on March 31, 2000, as amended by its Form 10-K/A filed with the SEC on July 19, 2000; o MRV's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000 filed with the SEC on May 15, 2000, as amended by its Form 10-Q/A filed with SEC on July 19, 2000. o MRV's Current Reports on Form 8-K filed with the SEC on May 3, 2000 and May 9, 2000 (as amended by its 8-K/A filed with the SEC on July 7, 2000). o The description of the Common Stock contained in MRV's Registration Statement on Form 8-A filed with the SEC on June 8, 1992, as amended by its Form 8-A/A filed with the SEC on February 24, 1994, including any amendment or report filed for the purpose of updating such description. You may request a copy of these filings, at no cost, by writing our Investor Relations Department us at the following address: MRV Communications, Inc., 20415 Nordhoff Street, Chatsworth, California 91311, or by fax at (818) 773-0906 or by telephone at (818) 773-0900. You should rely only on the information incorporated by reference or provided in this prospectus or any supplement. MRV has not authorized anyone else to provide you with different information. The selling stockholders will not make an offer of these shares in any state that does not permit the offer. You should not assume that the information in this prospectus or any supplement is accurate as of any date other than the date of those documents.
Table of Contents Page Page ---- ---- Where You Can Find More Information..............2 Price Range of Common Stock.............15 About MRV........................................3 Selling Stockholders....................16 Risk Factors.....................................4 Plan of Distribution....................64 Use of Proceeds.................................14 Legal Matters...........................67 Dividend Policy.................................14 Experts.................................67
2 4 ABOUT MRV Our core operations include the design, manufacture and sale of two groups of products: o optical networking and internet infrastructure products, primarily subscribers' management, network element management, and physical layer, switching and routing management systems in fiber optic metropolitan networks; and o fiber optic components for the transmission of voice, video and data across enterprise, telecommunications and cable TV networks. Our advanced optical networking and Internet infrastructure solutions greatly enhance the functionality of carrier and network service provider networks. Our fiber optic components incorporate proprietary technology, which delivers high performance under demanding environmental conditions. Our business units offer active optical components, optical networking and Internet infrastructure products, including network element management and physical layer management in fiber optic metropolitan networks. Our In-Reach product line manages Internet elements through secure remote monitoring of large service providers' sites. Our Optical Networks family of products consist of multi-layer traffic management: at Layer 1 with the Fiber Driver, at Layer 2 with the OptiSwitch and at Layer 3 and above, with the OSR8000, Linux Router. We complement our optical networking and Internet infrastructure products with a family of optical transmission components and modules designed for transmission over fiber optic cable. These products enable the transmission of voice, data, and video across fiber and are also used in optical fiber test equipment. Our products include discrete components, such as laser diodes and LEDs, and integrated components such as transmitters, receivers and transceivers. Our components are used in data networks, telecommunication transmission and access networks. We also create and manage growth companies in optical technology and Internet infrastructure. We have created several start-up companies and formed independent business units in the optical technology and Internet infrastructure area, including Zaffire, Inc. (formerly known as New Access Communications), Charlotte's Networks, Inc., Hyperchannel Ltd., Zuma Networks, Inc., RedC Optical Networks, Inc. and Optical Crossing, Inc. Our principal executive offices are located at 20415 Nordhoff Street, Chatsworth, California 91311. Our telephone number is (818) 773-0900 and our fax number is (818) 773-0906. ------------------ On May 11, 2000, we effected a two-for-one stock split of outstanding shares and an increase in our authorized common stock from 80,000,000 to 160,000,000 shares. The stock split entitled each stockholder of record at the close of business on May 11, 2000 to receive one additional share for every outstanding share of common stock held on that date. All share information in this prospectus gives effect to the two-for-one stock split. 3 5 RISK FACTORS This prospectus contains or incorporates forward-looking statements. You can identify these forward-looking statements by our use of the words "believes," "anticipates," "plans," "expects," "may," "will," "intends," "estimates" and similar expressions, whether in the negative or affirmative. Although we believe that these forward-looking statements reflect our plans, intentions, and expectations reasonably, we can give no assurance that we actually will achieve these plans, intentions or expectations. Our actual results could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. We have put in the cautionary statements below that we believe could cause our actual results to differ materially from the forward-looking statements that we make. We do not intend to update information contained in any forward-looking statement we make. OUR PERFORMANCE MAY BE MATERIALLY ADVERSELY AFFECTED BY TECHNOLOGICAL CHANGES AND PRODUCT DEVELOPMENT DELAYS. We are engaged in the design and development of devices for the computer networking, telecommunications and fiber optic communication industries. As with any new technologies, there are substantial risks that the marketplace may not accept our new products. Market acceptance of our products will depend, in large part, upon our ability to demonstrate performance and cost advantages and cost-effectiveness of our products over competing products and the success of our and our customers' sales efforts. We can give no assurance that we will be able to continue to market our technology successfully, or that any of our current products will continue to, or that our future products will, be accepted in the marketplace. Moreover, the computer networking, telecommunications and fiber optic communication industries are characterized by rapidly changing technology, evolving industry standards and frequent new product introductions, any of which could render our existing products obsolete. Our success will depend upon our ability to enhance existing products and to introduce new products to meet changing customer requirements and emerging industry standards. We are and will be required to devote continued efforts and financial resources to develop and enhance our existing products and conduct research to develop new products. The development of new, technologically advanced products is a complex and uncertain process requiring high levels of innovation. It also requires the accurate anticipation of technological and market trends. We can give no assurance that we will be able to identify, develop, manufacture, market or support new or enhanced products successfully or on a timely basis. Nor can we give assurances that new products we introduce will gain market acceptance or that we will be able to respond effectively to product announcements by competitors, technological changes or emerging industry standards. Furthermore, from time to time, we may announce new products or product enhancements, capabilities or technologies that have the potential to replace or shorten the life cycle of our existing product offerings. This may cause customers to defer purchasing our existing products or cause customers to return products to us. 4 6 DEFECTS IN OUR PRODUCT RESULTING FROM THEIR COMPLEXITY OR OTHERWISE COULD HURT OUR FINANCIAL PERFORMANCE. Complex products, such as those we offer, may contain undetected software or hardware errors when we first introduce them or when we release new versions. The occurrence of such errors in the future, and our inability to correct such errors quickly or at all, could result in the delay or loss of market acceptance of our products. It could also result in material warranty expense, diversion of engineering and other resources from our product development efforts and the loss of credibility with our customers, system integrators and end users. Any of these or other eventualities resulting from defects in our products could have a material adverse effect on our business, operating results and financial condition. OUR GROWTH RATE MAY BE LOWER THAN HISTORICAL LEVELS AND OUR RESULTS COULD FLUCTUATE SIGNIFICANTLY FROM QUARTER TO QUARTER. Our revenues may grow at a slower rate in the future than we have experienced in previous periods and, on a quarter-to-quarter basis, our growth in revenue may be significantly lower than our historical quarterly growth rates. Our operating results for a particular quarter are extremely difficult to predict. Our revenue and operating results could fluctuate substantially from quarter to quarter and from year to year. This could result from any one or a combination of factors such as o the cancellation or postponement of orders, o the timing and amount of significant orders from our largest customers, o our success in developing, introducing and shipping product enhancements and new products, o the mix of products we sell, o adverse effects to our financial statements resulting from, or necessitated by, past and future acquisitions, o new product introductions by our competitors, o pricing actions by us or our competitors, o the timing of delivery and availability of components from suppliers, o changes in material costs, and o general economic conditions. Moreover, the volume and timing of orders we receive during a quarter are difficult to forecast. From time to time, our customers encounter uncertain and changing demand for their products. Customers generally order based on their forecasts. If demand falls below such forecasts or if customers do not control inventories effectively, they may cancel or reschedule shipments previously ordered from us. Our expense levels during any particular period are based, in part, on expectations of future sales. If sales in a particular quarter do not meet expectations, our operating results could be materially adversely affected. Furthermore, in certain instances, sales cycles are becoming longer and more uncertain as we bid on larger projects. As a result, we are finding it more difficult to predict the timing of the awards of contracts and the actual placement of orders stemming from awards. We can give no assurance that these factors or others, such as those 5 7 discussed below regarding the risks we face from our international operations or the risks discussed immediately below, would not cause future fluctuations in operating results. Further, there can be no assurance that we will be able to continue profitable operations. THE PRICES OF OUR SHARES HAVE BEEN AND MAY CONTINUE TO BE HIGHLY VOLATILE. Historically, the market price of our shares has been extremely volatile. The market price of our common sock is likely to continue to be highly volatile and could be significantly affected by factors such as o actual or anticipated fluctuations in our operating results, o announcements of technological innovations or new product introductions by us or our competitors, o changes of estimates of our future operating results by securities analysts, o developments with respect to patents, copyrights or proprietary rights, and o general market conditions and other factors. In addition, the stock market has from time to time experienced significant price and volume fluctuations that have particularly affected the market prices for the common stocks of technology companies. These broad market fluctuations may adversely affect the market price of our common stock. For example, during the period of less than 30 days from March 7, 2000 to April 4, 2000, our stock price (adjusted for a two-for-one stock split effective on May 11, 2000) ranged from a high of $96.94 to a low of $30. In addition, it is possible that in a future fiscal quarter, our results of operations will fail to meet the expectations of securities analysts or investors and, in such event, the market price of our common stock would be materially adversely affected. For example, as a result of weaker than anticipated demand for our networking products, especially in Europe, and delays in transitions to next generation, higher margin, networking products, in August 1998, we announced that we expected operating results in the third quarter of 1998 to be adversely affected. Following that announcement, the market price of our common stock dropped substantially. Similarly, in February 1999, following our release of fourth quarter and 1998 financial results, we announced that we did not expect revenues in the first quarter of 1999 to be as strong as revenues reported for the fourth quarter of 1998. Following that announcement, the market price of our stock again dropped significantly. See the section of this prospectus captioned "Price Range of Common Stock" below. OUR STOCK PRICE MIGHT SUFFER AS A CONSEQUENCE OF OUR INVESTMENTS IN AFFILIATES. We have created several start-up companies and formed independent business units in the optical technology and Internet infrastructure areas. We account for these investments in affiliates according to the equity or cost methods as required by accounting principles generally accepted in the United States. The market value of these investments may vary materially from the amounts shown as a result of business events specific to these entities or their competitors or market conditions. Actual or perceived changes in the market value of these investments could have a material impact on our share price and in addition could contribute significantly to volatility of our share price. 6 8 OUR BUSINESS IS INTENSELY COMPETITIVE AND THE EVIDENT TREND OF CONSOLIDATIONS IN OUR INDUSTRY COULD MAKE IT MORE SO. The markets for fiber optic components and networking products are intensely competitive and subject to frequent product introductions with improved price/performance characteristics, rapid technological change and the continual emergence of new industry standards. We compete and will compete with numerous types of companies including companies that have been established for many years and have considerably greater financial, marketing, technical, human and other resources, as well as greater name recognition and a larger installed customer base, than we do. This may give such competitors certain advantages, including the ability to negotiate lower prices on raw materials and components than those available to us. In addition, many of our large competitors offer customers broader product lines, which provide more comprehensive solutions than our current offerings. We expect that other companies will also enter markets in which we compete. Increased competition could result in significant price competition, reduced profit margins or loss of market share. We can give no assurance that we will be able to compete successfully with existing or future competitors or that the competitive pressures we face will not materially and adversely affect our business, operating results and financial condition. In particular, we expect that prices on many of our products will continue to decrease in the future and that the pace and magnitude of such price decreases may have an adverse impact on our results of operations or financial condition. There has been a trend toward industry consolidation for several years. We expect this trend toward industry consolidation to continue as companies attempt to strengthen or hold their market positions in an evolving industry. We believe that industry consolidation may provide stronger competitors that are better able to compete. This could have a material adverse effect on our business, operating results and financial condition. WE MAY HAVE DIFFICULTY MANAGING OUR GROWTH. We have grown rapidly in recent years, with revenues increasing from $39,202,000 for the year ended December 31, 1995, to $288,524,000 for the year ended December 31, 1999. Our recent growth, both internally and through the acquisitions we have made since January 1, 1995, has placed a significant strain on our financial and management personnel and information systems and controls. As a consequence, we must implement new and enhance existing financial and management information systems and controls and must add and train personnel to operate such systems effectively. Our delay or failure to implement new and enhance existing systems and controls as needed could have a material adverse effect on our results of operations and financial condition in the future. Our intention to continue to pursue a growth strategy can be expected to place even greater pressure on our existing personnel and to compound the need for increased personnel, expanded information systems, and additional financial and administrative control procedures. We can give no assurance that we will be able to successfully manage operations if they continue to expand. 7 9 WE HAVE SUFFERED ADVERSE FINANCIAL CONSEQUENCES AS A RESULT OF A RECENT ACQUISITION. On January 30, 1998, we completed the Xyplex acquisition from Whittaker Corporation. Xyplex is a leading provider of access solutions between enterprise networks and WAN and/or Internet service providers. The purchase price paid to Whittaker consisted of $35,000,000 in cash and three-year warrants to purchase up to 842,804 shares of our common stock at an exercise price of $17.50 per share. In connection with the Xyplex acquisition, we incurred charges of $20,633,000 and $15,671,000 for purchased technology and restructuring during the year ended December 31, 1998. While the Xyplex acquisition added 11 months of Xyplex' revenues to our revenues, the charges resulting from the Xyplex acquisition resulted in our incurring a net loss of $20,106,000 or $0.43 per share during the year ended December 31, 1998. We originally recorded charges of $30,571,000 related to research and development projects in progress at the time of the Xyplex acquisition. Although we reported these charges in our first, second and third quarter results of 1998 in accordance with established accounting practice and valuations of Xyplex' purchased technology in progress provided by independent valuators, we reconsidered these valuations in light of subsequent SEC guidance regarding valuation methodology. Based on this newer valuation methodology, we reduced the value of the purchased technology in progress related to the Xyplex acquisition to $20,633,000 and increased the amount of goodwill by $9,938,000. This has resulted in additional charges during 1998 of $759,000 and charges during 1999 of approximately $828,000 for amortization of intangibles, including goodwill, resulting from the Xyplex acquisition charges and will continue to result in annual charges of approximately $828,000 after 1999 as these intangibles are amortized through January 2010. Recent actions and comments from the SEC have indicated that the SEC is reviewing the current valuation methodology of purchased in-process research and development related to business combinations. Unlike the case of many other companies, the SEC has not notified us of any plans to review our methodology for valuing purchased in-process research and development. Our action in 1998 to reconsider that valuation of in process research and development related to the Xyplex acquisition was voluntary. We believe we are in compliance with all of the rules and related guidance as they currently exist. However, there can be no assurance that the SEC will not review our accounting for the Xyplex acquisition and seek to apply retroactively new guidance and further reduce the amount of purchased in-process research and development we have expensed. This would result in an additional restatement of our previously filed financial statements and could have a material adverse impact on our financial results for periods subsequent to the acquisition. WE FACE RISKS FROM OUR INTERNATIONAL OPERATIONS. International sales have become an increasingly important segment of our operations. The following table sets forth the percentage of our total net revenues from sales to customers in foreign countries for the last three years: 8 10 Year ended Percent of total revenue December 31, from foreign sales ------------------ ------------------------- 1997 60% 1998 59 1999 58 We have offices in, and conduct a significant portion of our operations in and from, Israel. We are, therefore, directly influenced by the political and economic conditions affecting Israel. Any major hostilities involving Israel, the interruption or curtailment of trade between Israel and its trading partners or a substantial downturn in the economic or financial condition of Israel could have a material adverse effect on our operations. Sales to foreign customers are subject to government controls and other risks associated with international sales, including difficulties in obtaining export licenses, fluctuations in currency exchange rates, inflation, political instability, trade restrictions and changes in duty rates. Although we have not experienced any material difficulties in this regard to date, we can give no assurance that we will not experience material difficulties in the future. Our sales are currently denominated in U.S. dollars and to date our business has not been significantly affected by currency fluctuations or inflation. However, as we conduct business in several different countries, fluctuations in currency exchange rates could cause our products to become relatively more expensive in particular countries, leading to a reduction in sales in that country. In addition, inflation or fluctuations in currency exchange rates in such countries could increase our expenses. The Single European Currency (Euro) was introduced on January 1, 1999 with complete transition to this new currency required by January 2002. We have made and expect to continue to make changes to our internal systems in order to accommodate doing business in the Euro. Any delays in our ability to be Euro-compliant could have an adverse impact on our results of operations or financial condition. Due to numerous uncertainties, we cannot reasonably estimate at this time the effects a common currency will have on pricing within the European Union and the resulting impact, if any, on our financial condition or results of operations. To date, we have not hedged against currency exchange risks. In the future, we may engage in foreign currency denominated sales or pay material amounts of expenses in foreign currencies and, in such event, may experience gains and losses due to currency fluctuations. Our operating results could be adversely affected by such fluctuations or as a result of inflation in particular countries where material expenses are incurred. Moreover, our operating results could also be adversely affected by seasonality of international sales, which are typically lower in Asia in the first calendar quarter and in Europe in the third calendar quarter. These international factors could have a material adverse effect on future sales of our products to international end users and, consequently, our business, operating results and financial condition. THE SLOWDOWN IN GROWTH RATES IN OUR INDUSTRY COULD ADVERSELY AFFECT OUR GROWTH. Our success is dependent, in part, on the overall growth rate of the networking industry. We can give no assurance that the Internet or the industries that serve it will continue to grow or 9 11 that the Company will achieve higher growth rates. Our business, operating results or financial condition may be adversely affected by any decrease in industry growth rates. In addition, we can give no assurance that our results in any particular period will fall within the ranges for growth forecast by market researchers. WE FACE RISKS INVOLVED IN THE MANUFACTURE AND SUPPLY OF CRITICAL COMPONENTS FOR OUR PRODUCTS. We outsource the board-level assembly, test and quality control of material, components, subassemblies and systems relating to our networking products to third-party contract manufacturers. Though there are a large number of contract manufacturers that we can use for outsourcing, we have elected to use a limited number of vendors for a significant portion of our board assembly requirements in order to foster consistency in quality of the products. These independent third-party manufacturers also provide the same services to other companies. Risks associated with the use of independent manufacturers include unavailability of or delays in obtaining adequate supplies of products and reduced control of manufacturing quality and production costs. If our contract manufacturers failed to deliver needed components timely, we could face difficulty in obtaining adequate supplies of products from other sources in the near term. We can give no assurance that our third party manufacturers will provide us with adequate supplies of quality products on a timely basis, or at all. While we could outsource with other vendors, a change in vendors may require significant lead-time and may result in shipment delays and expenses. Our inability to obtain such products on a timely basis, the loss of a vendor or a change in the terms and conditions of the outsourcing would have a material adverse effect on our business, operating results and financial condition. We rely heavily on our own production capability for critical semiconductor lasers and light emitting diodes used in our products. Because we manufacture these and other key components at our own facility and such components are not readily available from other sources, any interruption of our manufacturing process could have a material adverse effect on our operations. Furthermore, we have a limited number of employees dedicated to the operation and maintenance of our wafer fabrication equipment, the loss of any of whom could result in our inability to effectively operate and service such equipment. Wafer fabrication is sensitive to many factors, including variations and impurities in the raw materials, the fabrication process, performance of the manufacturing equipment, defects in the masks used to print circuits on the wafer and the level of contaminants in the manufacturing environment. We can give no assurance that we will be able to maintain acceptable production yields and avoid product shipment delays. In the event adequate production yields are not achieved, resulting in product shipment delays, our business, operating results and financial condition could be materially adversely affected. FUTURE HARM COULD RESULT FROM ADDITIONAL ACQUISITIONS. An important element of our strategy is to review acquisition prospects that would complement our existing products, augment our market coverage and distribution ability or enhance our technological capabilities. For example, in April 2000 we completed the acquisition of approximately 97% of the outstanding capital stock of Fiber Optic Communications, Inc. a Republic of China corporation ("FOCI"). The purchase price we paid to the shareholders of 10 12 FOCI consisted of approximately $48.6 million in cash and approximately 2.33 million shares of our common stock having a value of approximately $248 million based on the average closing price of the common stock during the five days before and five days after the announcement of this acquisition. We expect that this acquisition will add approximately $6,500,000 of goodwill amortization charges per quarter. In April 2000, we signed definitive agreements to acquire Optronics International Corp., a manufacturer of laser diodes and transceivers and Quantum Optech Inc., a manufacturer of optical thin film coating and filters for DWDM, an industry acronym for dense wavelength division multiplexing. In May 2000, we completed the acquisition of Jolt Ltd., a company engaged in optical wireless communications. We expect the acquisition of Jolt, and the acquisitions of Optronics and Quantum, if successfully completed, to add an estimated additional $6,500,000 of goodwill amortization charges per quarter until fully amortized. In addition to the amortization of expenses related to goodwill and other intangible assets, these acquisitions and future acquisitions could have a material adverse effect on our business, financial condition and results of operations because of the o possible charges to operations similar to those incurred in connection with the Xyplex acquisition, o potentially dilutive issuances of equity securities, o incurrence of debt and contingent liabilities and amortization expenses related to goodwill and other intangible assets, o difficulties assimilating the acquired operations, technologies and products, o diversion of management's attention to other business concerns, o risks of entering markets in which we have no or limited prior experience, o potential loss of key employees of acquired organizations, and o difficulties in honoring commitments made to customers by management of the acquired entity prior to the acquisition. We can give no assurance as to whether we can successfully integrate the products, technologies or personnel of any business that we might acquire in the future. WE PRESENTLY HAVE NO PATENTS AND ARE DEPENDENT ON PROPRIETARY TECHNOLOGY. We currently hold no patents. We have filed two patent applications and a provisional patent application in the United States with respect to certain aspects of our technology. With the Xyplex acquisition, we acquired five additional provisional patent applications filed by Xyplex on certain aspects of its technology. We currently rely on copyrights, trade secrets and unpatented proprietary know-how, which may be duplicated by others. We employ various methods, including confidentiality agreements with employees and suppliers, to protect our proprietary know-how. Such methods may not afford complete protection, however, and others could independently develop such know-how or obtain access to it or independently develop technologies that are substantially equivalent or superior to our technology. In the event that protective measures are not successful, our business, operating results and financial condition could be materially and adversely affected. In addition, the laws of some foreign countries do not protect our proprietary rights to the same extent, as do the laws of the United States. We can give no assurance that any patents will be issued as a result of the pending applications, including the 11 13 provisional patent application, or any future patent applications, or, if issued, will provide us with meaningful protection from competition. In addition, we can give no assurance that any patents issued to us or Xyplex will not be challenged, invalidated or circumvented. The electronics industry has been characterized by extensive litigation regarding patents and other intellectual property rights, and companies in the electronics industry have employed intellectual property litigation to gain a competitive advantage. United States patent applications are presently maintained in secrecy until the patents issue and the publication of inventions in technical or patent literature tends to lag behind such patent application filings by several months. Accordingly, we cannot be certain that we were the first inventor of inventions covered by pending United States patent applications or that we are not infringing on the patents of others. Litigation may be necessary to enforce any patents that may be issued to us or to enforce our other intellectual property rights, to protect our trade secrets, to determine the validity and scope of the proprietary rights of others or to defend against claims of infringement. Such litigation could result in substantial costs and diversion of resources and could have a material adverse effect on our business, financial condition and results of operations regardless of the final outcome of such litigation. In the event that any of our products are found to infringe on the intellectual property rights of third parties, we would be required to seek a license with respect to such patented technology, or incur substantial costs to redesign the infringing products. We can give no assurance that any such license would be available on acceptable terms or at all, that any of our products could be redesigned on an economical basis or at all, or that any such redesigned products would be competitive with the products of our competitors. WE ARE DEPENDENT ON CERTAIN MEMBERS OF OUR SENIOR MANAGEMENT. We are substantially dependent upon Dr. Shlomo Margalit, our Chairman of the Board of Directors and Chief Technical Officer, and Mr. Noam Lotan, our President and Chief Executive Officer. The loss of the services of either of these officers could have a material adverse effect on us. We have entered into employment agreements with Dr. Margalit and Mr. Lotan and are the beneficiary of key man life insurance policies in the amounts of $1,000,000 each on their lives. However, we can give no assurance that the proceeds from these policies will be sufficient to compensate us in the event of the death of any of these individuals, and the policies are not applicable in the event that any of them becomes disabled or is otherwise unable to render services to us. OUR BUSINESS REQUIRES US TO ATTRACT AND RETAIN QUALIFIED PERSONNEL. Our ability to develop, manufacture and market our products and our ability to compete with our current and future competitors depends, and will depend, in large part, on our ability to attract and retain qualified personnel. Competition for qualified personnel in the networking and fiber optics industries is intense, and we will be required to compete for such personnel with companies having substantially greater financial and other resources than we do. If we should be unable to attract and retain qualified personnel, our business could be materially adversely affected. We can give no assurance that we will be able to attract and retain qualified personnel. 12 14 OUR ABILITY TO ISSUE PREFERRED STOCK COULD ADVERSELY AFFECT THE RIGHTS OF HOLDERS OF COMMON STOCK AND DETER A TAKE-OVER. We are authorized to issue up to 1,000,000 shares of preferred stock This preferred stock may be issued in one or more series, the terms of which may be determined at the time of issuance by the board of directors without further action by stockholders. The terms of any such series of preferred stock may include voting rights (including the right to vote as a series on particular matters), preferences as to dividend, liquidation, conversion and redemption rights and sinking fund provisions. No preferred stock is currently outstanding. The issuance of any such preferred stock could materially adversely affect the rights of the holders of our common stock, and therefore, reduce the value of our common stock. In particular, specific rights granted to future holders of preferred stock could be used to restrict our ability to merge with, or sell our assets to, a third party and thereby preserve control by the present management. 13 15 USE OF PROCEEDS We will not receive any proceeds from the sales of shares of common stock by the selling stockholders. DIVIDEND POLICY We have never declared or paid cash dividends on our common stock since our inception. We currently intend to retain all of our earnings, if any, for use in the operation and expansion of our businesses and do not intend to pay any cash dividends to stockholders in the foreseeable future. 14 16 PRICE RANGE OF COMMON STOCK Our common stock is traded in the over-the-counter market and has been included in the Nasdaq National Market since February 28, 1994 under the symbol "MRVC." The following table sets forth the high and low closing sale prices of our common stock for the periods indicated as reported by the Nasdaq National Market. The prices have been adjusted to give retroactive effect to the two-for-one stock split effected on May 11, 2000.
HIGH LOW -------- ------- 1998 First Quarter $14.50 $10.57 Second Quarter 14.19 9.69 Third Quarter 12.00 2.53 Fourth Quarter 4.53 2.57 1999 First Quarter $ 4.94 $2.97 Second Quarter 7.03 2.97 Third Quarter 12.41 6,32 Fourth Quarter 32.82 9.72 2000 First Quarter $95.25 $25.88 Second Quarter 67.25 23.44 Third Quarter (through July 19, 2000) 77.81 31.38
At June 1, 2000, we had 3,270 stockholders of record, as indicated on the records of our transfer agent, who held, we believe, for over 13 million beneficial holders. On July 19, 2000, the last sale price of the common stock as reported on The Nasdaq National Market was $77.8125 per share. 15 17 SELLING STOCKHOLDERS The following table sets forth certain information regarding the beneficial ownership of shares of common stock by the selling stockholders as of June 15, 2000. Information in the table concerning the selling stockholders and the shares they may offer from time to time hereunder is based on information provided to MRV by such stockholders. Because the selling stockholders may offer all or some of the shares pursuant to this prospectus, and to our knowledge there are currently no agreements, arrangements or understandings with respect to the sale of any of the shares that may be held by the selling stockholders after completion of this offering, we can give no estimate as to the amount of shares that will be held by the selling stockholders after completion of this offering. Information concerning the selling stockholders may change from time to time and any changes of which we are advised will be set forth in a prospectus supplement to the extent required. Amounts in the table reflect our two-for-one stock split for stockholders of record on May 11, 2000.
PERCENT OF OUT- NUMBER OF STANDING SHARES NUMBER OF SHARES BENEFICIALLY SHARES BEING TO BE OWNED OWNED OFFERED BY UPON PRIOR TO THE SELLING COMPLETION NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING --------------------------- ------------- ------------ ----------- Bannister, Julie Elizabeth 62(1) 62 * Bell, Roger T. 122,234(2) 122,234 * Chan, Juan-Chu 696(1) 696 * Chan, Ken-Wang 416(1) 416 * Chan, Li-Hsing 2,780(1) 2,780 * Chan, Shu-Fang 386(1) 386 * Chan, Ta-Wei 346(1) 346 * Chan, Yi-Jen 2,990(1) 2,990 * Chan, Yun-His 4,244(1) 4,244 * Chang Chien, Yu-Chun 346(1) 346 * Chang Chzang, Yu-Mei 674(1) 674 * Chang Li, Chang-Lung 206(1) 206 * Chang, Chao-Chin 644(1) 644 * Chang, Chao-Chin 10,504(1) 10,504 * Chang, Chau-Ying 1,668(1) 1,668 * Chang, Cheng-Hung 1,552(1) 1,552 * Chang, Chieh-Ming 206(1) 206 * Chang, Chih-Kai 624(1) 624 * Chang, Chih-Tsong 1,292(1) 1,292 * Chang, Chin-Chi 366(1) 366 * Chang, Chin-Chia 258(1) 258 * Chang, Chin-Chung 346(1) 346 *
16 18
PERCENT OF OUT- NUMBER OF STANDING SHARES NUMBER OF SHARES BENEFICIALLY SHARES BEING TO BE OWNED OWNED OFFERED BY UPON PRIOR TO THE SELLING COMPLETION NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING --------------------------- ------------- ------------ ----------- Chang, Ching-Hsien 388(1) 388 * Chang, Chin-Huang 4,010(1) 4,010 * Chang, Chin-Hung 2,414(1) 2,414 * Chang, Chiung-Wen 556(1) 556 * Chang, Chiu-Yueh 346(1) 346 * Chang, Chi-Wen 736(1) 736 * Chang, Chi-Yuan 346(1) 346 * Chang, Chu-Chin 206(1) 206 * Chang, Chun-Hsi 2,070(1) 2,070 * Chang, Fon-Min 1,292(1) 1,292 * Chang, Fu-Mei 696(1) 696 * Chang, Hsiu-Chin 15,512(1) 15,512 * Chang, Hsiu-Chuan 2,044(1) 2,044 * Chang, Hsiu-Ling 68(1) 68 * Chang, Hsiu-Wan 16,656(1) 16,656 * Chang, Hsu-Hui 1,182(1) 1,182 * Chang, Hui-Wen 332(1) 332 * Chang, Jiann-Ling 346(1) 346 * Chang, Jui-Nan 88(1) 88 * Chang, Jui-Ping 1,390(1) 1,390 * Chang, Jung Ho 346(1) 346 * Chang, Jung-Jing 346(1) 346 * Chang, Kevin 346(1) 346 * Chang, Kuo-Fen 138(1) 138 * Chang, Liang-Sheng 6,302(1) 6,302 * Chang, Li-Chu 258(1) 258 * Chang, Mauliu 1,668(1) 1,668 * Chang, May-Lin 82(1) 82 * Chang, Mei-Chou 1,940(1) 1,940 * Chang, Mei-Chu 1,738(1) 1,738 * Chang, Mei-Lan 2,642(1) 2,642 * Chang, Mei-Yo 416(1) 416 * Chang, Ming-Fang 846(1) 846 *
17 19
PERCENT OF OUT- NUMBER OF STANDING SHARES NUMBER OF SHARES BENEFICIALLY SHARES BEING TO BE OWNED OWNED OFFERED BY UPON PRIOR TO THE SELLING COMPLETION NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING --------------------------- ------------- ------------ ----------- Chang, Ming-Hung 138(1) 138 * Chang, Pa-China 1,390(1) 1,390 * Chang, Pao-Yu 834(1) 834 * Chang, Pi-Hui 12,826(1) 12,826 * Chang, Ping-Sheng 40(1) 40 * Chang, Shou-Hsiang 4,590(1) 4,590 * Chang, Shu-Chen 696(1) 696 * Chang, Shu-Hsing 8,248(1) 8,248 * Chang, Shun-Ming 856(1) 856 * Chang, Shyue-Ming 416(1) 416 * Chang, Su-Ching 696(1) 696 * Chang, Su-Fong 486(1) 486 * Chang, Tsen Shiow-Ing 15,028(1) 15,028 * Chang, Wan-Hsin 68(1) 68 * Chang, Wan-Yi 696(1) 696 * Chang, Wei-Cheng 48(1) 48 * Chang, Wen-Han 3,476(1) 3,476 * Chang, Whi-Lin 250(1) 250 * Chang, Yao-Ling 12,412(1) 12,412 * Chang, Yi-Chen 1,516(1) 1,516 * Chang, Yi-Hwa 644(1) 644 * Chang, Yi-Nung 696(1) 696 * Chang, Yu-Chao 40(1) 40 * Chang, Yu-Cheng 346(1) 346 * Chang, Yu-Feng 1,042(1) 1,042 * Chang, Yu-Min 158(1) 158 * Chang, Yung-Yu 2,780(1) 2,780 * Chang, Yu-Ping 68(1) 68 * Chang, Yu-Tseng 76(1) 76 * Chang, Yu-Ying 8,348(1) 8,348 * Chao, Chin-Shiao 644(1) 644 * Chao, Hsing-Ming 164(1) 164 * Chao, Li-Chune 2,780(1) 2,780
18 20
PERCENT OF OUT- NUMBER OF STANDING SHARES NUMBER OF SHARES BENEFICIALLY SHARES BEING TO BE OWNED OWNED OFFERED BY UPON PRIOR TO THE SELLING COMPLETION NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING --------------------------- ------------- ------------ ----------- Chao, Ning-Liu 1,920(1) 1,920 * Chao, Shang-Szu 1,252(1) 1,252 * Chau, Chen-Yang 3,490(1) 3,490 * Chen Chou, Li-Yun 2,588(1) 2,588 * Chen Hsieh, Su-Ching 480(1) 480 * Chen Lee, Su-Mei 258(1) 258 * Chen, Angela 5,174(1) 5,174 * Chen, Chao-Hsien 39,130(1) 39,130 * Chen, Chao-Jen 206(1) 206 * Chen, Chao-Pin 138(1) 138 * Chen, Cheng-Feng 512(1) 512 * Chen, Cheng-Keng 12,310(1) 12,310 * Chen, Cheng-Ta 514(1) 514 * Chen, Cheng-Wen 1,292(1) 1,292 * Chen, Chen-Shing 3,908(1) 3,908 * Chen, Chi-Chang 4,080(1) 4,080 * Chen, Chieh-Kuei 228(1) 228 * Chen, Chien-Yang 542(1) 542 * Chen, Chih-Hsien 1,062(1) 1,062 * Chen, Chih-Ping 138(1) 138 * Chen, Chin-Chu 2,084(1) 2,084 * Chen, Ching-I 82(1) 82 * Chen, Ching-Yuan 644(1) 644 * Chen, Chin-Lai 68(1) 68 * Chen, Chin-Liang 346(1) 346 * Chen, Chin-Pao 278(1) 278 * Chen, Chin-Shu 696(1) 696 * Chen, Chiu-Chin 7,630(1) 7,630 * Chen, Chiu-Fang 2,434(1) 2,434 * Chen, Chi-Yuan 696(1) 696 * Chen, Chuan-Tien 298(1) 298 * Chen, Chueh-Yu 416(1) 416 * Chen, Chun-Cheng 346(1) 346 *
19 21
PERCENT OF OUT- NUMBER OF STANDING SHARES NUMBER OF SHARES BENEFICIALLY SHARES BEING TO BE OWNED OWNED OFFERED BY UPON PRIOR TO THE SELLING COMPLETION NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING --------------------------- ------------- ------------ ----------- Chen, Chung-Chuan 696(1) 696 * Chen, Chung-Hsing 1,602(1) 1,602 * Chen, Chung-Yuan 834(1) 834 * Chen, Chung-Yuan 278(1) 278 * Chen, Chun-Jen 48,326(1) 48,326 * Chen, Chun-Jung 138(1) 138 * Chen, Chun-Mei 58(1) 58 * Chen, Chun-Yu 346(1) 346 * Chen, Fang-Chu 3,922(1) 3,922 * Chen, Feng-Ying 696(1) 696 * Chen, Han-Pin 2,084(1) 2,084 * Chen, Ho Yueh-Ling 138(1) 138 * Chen, Hsiang-Yin 346(1) 346 * Chen, Hsian-Hsueh 3,234(1) 3,234 * Chen, Hsiao 290(1) 290 * Chen, Hsiao-San 150(1) 150 * Chen, Hsing-Wen 696(1) 696 * Chen, Hsin-Hua 696(1) 696 * Chen, Hsiu-Fang 346(1) 346 * Chen, Hsiu-Hao 696(1) 696 * Chen, Hsiu-Ping 13,070(1) 13,070 * Chen, Hsiu-Tsen 644(1) 644 * Chen, Hsi-Yao 644(1) 644 * Chen, Hui-Lin 250(1) 250 * Chen, Hung-China 138(1) 138 * Chen, Huo-Wen 644(1) 644 * Chen, I-Chen 2,084(1) 2,084 * Chen, Ing-Yeh 644(1) 644 * Chen, Jen-Chung 1,292(1) 1,292 * Chen, Jeng-An 346(1) 346 * Chen, Jen-Kuen 346(1) 346 * Chen, Jia, Hsiu 416(1) 416 * Chen, Jin-Luan 40(1) 40 *
20 22
PERCENT OF OUT- NUMBER OF STANDING SHARES NUMBER OF SHARES BENEFICIALLY SHARES BEING TO BE OWNED OWNED OFFERED BY UPON PRIOR TO THE SELLING COMPLETION NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING --------------------------- ------------- ------------ ----------- Chen, Joanne F 4,662(1) 4,662 * Chen, Jui-Yun 932(1) 932 * Chen, Kuang-Ming 138(1) 138 * Chen, Kuo Ming-Chu 9,190(1) 9,190 * Chen, Kuo-Yuan 88(1) 88 * Chen, Kwo-Hua 68(1) 68 * Chen, Lesley 2,780(1) 2,780 * Chen, Lian-Chuan 2,588(1) 2,588 * Chen, Lih-Lin 416(1) 416 * Chen, Li-Hung 1,940(1) 1,940 * Chen, Li-Ju 138(1) 138 * Chen, Ling-Na 68(1) 68 * Chen, Li-Wen 1,892(1) 1,892 * Chen, Man-Tsu 158(1) 158 * Chen, Mau-Shiung 15,658(1) 15,658 * Chen, Mei-Chiao 138(1) 138 * Chen, Mei-Hsiang 582(1) 582 * Chen, Mei-Jy 54(1) 54 * Chen, Mei-Yuan 164(1) 164 * Chen, Meng-Chieh 346(1) 346 * Chen, Nei-Yu 696(1) 696 * Chen, Nicholas 6,470(1) 6,470 * Chen, Pai-Chou 346(1) 346 * Chen, Pao-Kuei 644(1) 644 * Chen, Pao-Lung 68(1) 68 * Chen, Pi-Lien 422(1) 422 * Chen, Pin-Chun 250(1) 250 * Chen, Ping-Heng 416(1) 416 * Chen, Ping-Hung 278(1) 278 * Chen, Pin-Hsiu 346(1) 346 * Chen, Roger 3,880(1) 3,880 * Chen, San-Ming 666(1) 666 * Chen, Shih-Tsung 68(1) 68 *
21 23
PERCENT OF OUT- NUMBER OF STANDING SHARES NUMBER OF SHARES BENEFICIALLY SHARES BEING TO BE OWNED OWNED OFFERED BY UPON PRIOR TO THE SELLING COMPLETION NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING --------------------------- ------------- ------------ ----------- Chen, Shiou-Lin 1,334(1) 1,334 * Chen, Shu-Chen 644(1) 644 * Chen, Shuenn Der 346(1) 346 * Chen, Shu-Han 346(1) 346 * Chen, Shui-Yuan 2,406(1) 2,406 * Chen, Shu-Jen 696(1) 696 * Chen, Shu-Ju 258(1) 258 * Chen, Shu-Mei 1,598(1) 1,598 * Chen, Shu-Miao 128(1) 128 * Chen, Shu-Ping 346(1) 346 * Chen, Shu-Wei 68(1) 68 * Chen, Shu-Yen 644(1) 644 * Chen, Shu-Yuan 164(1) 164 * Chen, Siu-Tzu 902(1) 902 * Chen, Stephanie 6,470(1) 6,470 * Chen, Su-Chen 644(1) 644 * Chen, Szu-Chien 2,084(1) 2,084 * Chen, Szu-Fu 3,880(1) 3,880 * Chen, Ta-Pang 696(1) 696 * Chen, Teng-Feng 1,252(1) 1,252 * Chen, Teresa 6,470(1) 6,470 * Chen, Tung-Hsien 1,042(1) 1,042 * Chen, Tzu Yu 1,930(1) 1,930 * Chen, Tzu-Ling 834(1) 834 * Chen, Wei-Kuang 1,668(1) 1,668 * Chen, We-Lin 82(1) 82 * Chen, Wen-Hsiang 2,844(1) 2,844 * Chen, Wen-Hsiang 2,084(1) 2,084 * Chen, Wen-Yin 278(1) 278 * Chen, Yang Li-Chan 346(1) 346 * Chen, Yan-Wen 206(1) 206 * Chen, Yao-Chuan 346(1) 346 * Chen, Yi-Ching 26(1) 26 *
22 24
PERCENT OF OUT- NUMBER OF STANDING SHARES NUMBER OF SHARES BENEFICIALLY SHARES BEING TO BE OWNED OWNED OFFERED BY UPON PRIOR TO THE SELLING COMPLETION NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING --------------------------- ------------- ------------ ----------- Chen, Yi-Ching 2,224(1) 2,224 * Chen, Yi-Ehuan 644(1) 644 * Chen, Yin-Shih 2,588(1) 2,588 * Chen, Yuan-Yu 138(1) 138 * Chen, Yu-Chun 1,738(1) 1,738 * Chen, Yueh-Li 500(1) 500 * Chen, Yueh-Sheng 1,892(1) 1,892 * Chen, Yueh-Te 18,466(1) 18,466 * Chen, Yu-Hua 124(1) 124 * Chen, Yu-Li 62(1) 62 * Chen, Yun-Yi 258(1) 258 * Chen, Yu-Shan 346(1) 346 * Chen, Yu-Wen 206(1) 206 * Cheng, Chien-Hsun 1,014(1) 1,014 * Cheng, Chih-Min 596(1) 596 * Cheng, Chun-Yen 402(1) 402 * Cheng, Fu-Mei 68(1) 68 * Cheng, Hsiao Huan 696(1) 696 * Cheng, Hsing-Chi 346(1) 346 * Cheng, Hsin-Yu 206(1) 206 * Cheng, Hsiu-Chih 346(1) 346 * Cheng, Hsiu-Chih 696(1) 696 * Cheng, Hui-Fen 2,238(1) 2,238 * Cheng, Hui-Wan 2,238(1) 2,238 * Cheng, Jung-Shien 3,792(1) 3,792 * Cheng, Lan-Fang 696(1) 696 * Cheng, Lin Hsin-Chiao 5,280(1) 5,280 * Cheng, Mei-Yun 62(1) 62 * Cheng, Pei-Chi 138(1) 138 * Cheng, Ping-Shin 736(1) 736 * Cheng, Shi-Jen 13,542(1) 13,542 * Cheng, Shu-Hua 346(1) 346 * Cheng, Tsun-Chou 138(1) 138 *
23 25
PERCENT OF OUT- NUMBER OF STANDING SHARES NUMBER OF SHARES BENEFICIALLY SHARES BEING TO BE OWNED OWNED OFFERED BY UPON PRIOR TO THE SELLING COMPLETION NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING --------------------------- ------------- ------------ ----------- Cheng, Wen-Kui 2,798(1) 2,798 * Cheng, Yu-Chin 346(1) 346 * Cheng, Yueh-Yueh 128(1) 128 * Cheng, Yu-Ling 3,734(1) 3,734 * Chi, Wen-Tsun 696(1) 696 * Chia, Mei-Ling 138(1) 138 * Chiang, Bor-Fang 3,352(1) 3,352 * Chiang, Chai-Yun 666(1) 666 * Chiang, Chen-Kuo 278(1) 278 * Chiang, Chia-An 68(1) 68 * Chiang, Chiu-Kuai 68(1) 68 * Chiang, Feng-Shih 12,072(1) 12,072 * Chiang, Feng-Yi 346(1) 346 * Chiang, Fu-Ming 696(1) 696 * Chiang, His-Lin 138(1) 138 * Chiang, Hsin-Min 386(1) 386 * Chiang, Hung-Yi 158(1) 158 * Chiang, I-Ping 578(1) 578 * Chiang, Kuo-Feng 1,042(1) 1,042 * Chiang, Miao-Ching 644(1) 644 * Chiang, Min-Chu 360(1) 360 * Chiang, Ming-Chung 696(1) 696 * Chiang, Sherry 1,390(1) 1,390 * Chiang, Shu-Chung 138(1) 138 * Chiang, Su-Ping 696(1) 696 * Chien, Che-Ju 346(1) 346 * Chien, Ching-Hsuan 1,292(1) 1,292 * Chien, Chu-Chin 1,182(1) 1,182 * Chien, Jui-Hsien 3,428(1) 3,428 * Chien, Li-Hsueh 696(1) 696 * Chien, Li-Pi 206(1) 206 * Chien, Mei-Fang 346(1) 346 * Chien, Shun Li 696(1) 696 *
24 26
PERCENT OF OUT- NUMBER OF STANDING SHARES NUMBER OF SHARES BENEFICIALLY SHARES BEING TO BE OWNED OWNED OFFERED BY UPON PRIOR TO THE SELLING COMPLETION NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING --------------------------- ------------- ------------ ----------- Chien, Tsan-Chao 2,602(1) 2,602 * Chien, Tsung-Hsien 48(1) 48 * Chien, Tzu-Lin 778(1) 778 * Chien, Wei-Chih 7,762(1) 7,762 * Chien, Wen-Kuang 2,294(1) 2,294 * Chien, Wen-Lu 5,914(1) 5,914 * Chien, Yu-Hsiu 346(1) 346 * Chin, Su-Chin 696(1) 696 * Chiou, Kun-Long 1,988(1) 1,988 * Chiou, Shih-Pin 138(1) 138 * Chiu, An-Lai 82(1) 82 * Chiu, An-Yen 644(1) 644 * Chiu, Chang Ying-Hua 416(1) 416 * Chiu, Chien-Hsiung 9,928(1) 9,928 * Chiu, Ho-Huei 5,900(1) 5,900 * Chiu, Hsiu-Chin 346(1) 346 * Chiu, Hsiu-Lan 76(1) 76 * Chiu, Jui-Che 778(1) 778 * Chiu, Mei-Chuan 68(1) 68 * Chiu, Ming-Chun 2,002(1) 2,002 * Chiu, Ming-En 206(1) 206 * Chiu, Po-Lin 346(1) 346 * Chiu, Su-Fang 164(1) 164 * Chiu, Wen-Chao 1,252(1) 1,252 * Chiu, Wen-Fei 138(1) 138 * Chiu, Wen-Hsiu 582(1) 582 * Chiu, Yi-Ping 68(1) 68 * Chne, Pao-Chia 346(1) 346 * Cho, Ya-Hui 1,292(1) 1,292 * Chou Wong, Miao-Hwa 644(1) 644 * Chou, Cheng-Chieh 2,642(1) 2,642 * Chou, Chien-Chih 346(1) 346 * Chou, Ching-Fa 834(1) 834 *
25 27
PERCENT OF OUT- NUMBER OF STANDING SHARES NUMBER OF SHARES BENEFICIALLY SHARES BEING TO BE OWNED OWNED OFFERED BY UPON PRIOR TO THE SELLING COMPLETION NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING --------------------------- ------------- ------------ ----------- Chou, Feng 2,128(1) 2,128 * Chou, Heng-Sheng 138(1) 138 * Chou, Hsia-Ching 1,034(1) 1,034 * Chou, Kuei-Yuan 48(1) 48 * Chou, Kun-Cheng 164(1) 164 * Chou, Kuo-Chen 4,224(1) 4,224 * Chou, Shu-Hui 1,390(1) 1,390 * Chou, Tung-Ping 278(1) 278 * Chou, Yeh-Hsiu 206(1) 206 * Chou, Yen-Fang 278(1) 278 * Chou, Yen-Lin 2,084(1) 2,084 * Chou, Yueh-China 68(1) 68 * Chu, Chang-Kuo 556(1) 556 * Chu, Cheng-Ta 128(1) 128 * Chu, Hsiu-Yu 138(1) 138 * Chu, Jo-Ying 138(1) 138 * Chu, Jun-Ti 696(1) 696 * Chu, Mu-Shen 1,042(1) 1,042 * Chu, Nai-Cheng 1,042(1) 1,042 * Chu, Pao-Chuan 696(1) 696 * Chu, Shian-Kuang 1,940(1) 1,940 * Chu, Shih-Hsiung 12,494(1) 12,494 * Chu, Shih-I 984(1) 984 * Chu, Shu-Hui 138(1) 138 * Chu, Su-Hsien 68(1) 68 * Chu, Yu-Cheng 88(1) 88 * Chu, Yu-Mei 138(1) 138 * Chuan, Jia-Rong 258(1) 258 * Chuang, Chien-Chen 164(1) 164 * Chuang, Chien-Liang 5,008(1) 5,008 * Chuang, Ching-Hua 480(1) 480 * Chuang, Ching-Lin 696(1) 696 *
26 28
PERCENT OF OUT- NUMBER OF STANDING SHARES NUMBER OF SHARES BENEFICIALLY SHARES BEING TO BE OWNED OWNED OFFERED BY UPON PRIOR TO THE SELLING COMPLETION NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING --------------------------- ------------- ------------ ----------- Chuang, Chun-Jung 250(1) 250 * Chuang, Ming-Huang 556(1) 556 * Chuang, Ming-Yu 68(1) 68 * Chuang, Pao-Tsai 3,234(1) 3,234 * Chuang, Shih-Chia 128(1) 128 * Chuang, Shih-Hong 21,796(1) 21,796 * Chuang, Tsui-Yueh 40(1) 40 * Chuang, Ya -Wen 21,796(1) 21,796 * Chuang, Yao-Chen 696(1) 696 * Chuang, Ying-Chang 82(1) 82 * Chuang, Yu-Chih 3,616(1) 3,616 * Chun Gee Enterprise Co., Ltd. 1,042(1) 1,042 * Chung, Cheng-Hsin 416(1) 416 * Chung, Chien-Chih 346(1) 346 * Chung, Ching-Fu 16,024(1) 16,024 * Chung, Chun-Chieh 138(1) 138 * Chung, Mei-Chiung 138(1) 138 * Chung, Mei-Eng 138(1) 138 * Chung, Mei-Yun 644(1) 644 * Chung, Shu-Chuan 416(1) 416 * Chung, Wan-Ling 206(1) 206 * Chung, Yu-Chuan 128(1) 128 * Chung, Yu-Min 696(1) 696 * Chuo, Sun-Yu 696(1) 696 * Chuu, An-Yue 416(1) 416 * Dai, Fang-Mei 1,292(1) 1,292 * Dai, Ming-Jen 174(1) 174 * Daniel Chiu 346(1) 346 * Ding, Chung-Dung 164(1) 164 * Dong, Der-Chang 20(1) 20 * Doong, Yih-Ching 2,084(1) 2,084 * Du, Jin-Zhi 8,132(1) 8,132 * Du, Wan-Sheng 6,470(1) 6,470 * Duh, Biing-En 346(1) 346 *
27 29
PERCENT OF OUT- NUMBER OF STANDING SHARES NUMBER OF SHARES BENEFICIALLY SHARES BEING TO BE OWNED OWNED OFFERED BY UPON PRIOR TO THE SELLING COMPLETION NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING --------------------------- ------------- ------------ ----------- Duh, Biing-Hann 346(1) 346 * Duh, Yuh-Shyuan 346(1) 346 * Fan, Chen-Tang 486(1) 486 * Fan, Fu-Shun 1,062(1) 1,062 * Fan, Hua-Lin 40(1) 40 * Fan, Jui-Chi 346(1) 346 * Fan, Kuang-Ying 624(1) 624 * Fan, Pi-Yen 386(1) 386 * Fan, Su-Jyn 644(1) 644 * Fan, Yang-Liang 764(1) 764 * Fang, Chih-Liang 666(1) 666 * Fang, Chih-Sheng 164(1) 164 * Fang, Hsiao-Min 68(1) 68 * Fang, Hui-Ju 138(1) 138 * Fang, Mei-Yu 88(1) 88 * Fang, Ming-Chin 1,042(1) 1,042 * Fang, Wen-Chang 896(1) 896 * Fann, Chen-Shin 416(1) 416 * Feng, Chi-Ju 1,152(1) 1,152 * Feng, Chun-Chen 346(1) 346 * Feng, Han-Yuan 1,252(1) 1,252 * Feng, Hsiao-Ling 14,186(1) 14,186 * Feng, Hsiu-Chin 346(1) 346 * Feng, Jo-Yu 16,802(1) 16,802 * Feng, Min-Hui 346(1) 346 * Fu, Chi-Chen 1,042(1) 1,042 * Fu, Chien-Tung 346(1) 346 * Fu, Kun-Tai 138(1) 138 * Fu, Lan-Ya 4,660(1) 4,660 * Fu, Mei-Yu 672(1) 672 * Fu, Tseng Jui-Ai 1,042(1) 1,042 * Fu, Yu-Ling 12,940(1) 12,940 * Fu, Yung-Mou 258(1) 258 *
28 30
PERCENT OF OUT- NUMBER OF STANDING SHARES NUMBER OF SHARES BENEFICIALLY SHARES BEING TO BE OWNED OWNED OFFERED BY UPON PRIOR TO THE SELLING COMPLETION NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING --------------------------- ------------- ------------ ----------- Fun, Yung-Sin 4,172(1) 4,172 * Gao, Huang Chin-Hua 4,172(1) 4,172 * Gau Reay-Long 2,420(1) 2,420 * Gea, Leh-Fang 1,146(1) 1,146 * Ger, Rong-Jen 88(1) 88 * Gung, Shing-Hung 68(1) 68 * Haegi, Jean-Daniel 122,334(2) 122,334 * Hai, Jung-Chang 416(1) 416 * Han, Chang-Chuang 39,082(1) 39,082 * Han, Ming-Te 164(1) 164 * Ho, Cheng-Ling 138(1) 138 * Ho, Ching-Chung 19,076(1) 19,076 * Ho, Chu Jui-Chin 138(1) 138 * Ho, Fu-Sen 5,304(1) 5,304 * Ho, Huang-Pin 346(1) 346 * Ho, Jung-Mao 206(1) 206 * Ho, Li-Hung 346(1) 346 * Ho, Mei-Shu 696(1) 696 * Ho, Min- Shih 148,352(1) 148,352 * Ho, Ming-Huang 500(1) 500 * Ho, Pin-Ying 8,348(1) 8,348 * Ho, Yuan-Kuang 586(1) 586 * Hong Chien, Su-Feng 10,854(1) 10,854 * Hong, Cheng-Fang 278(1) 278 * Hong, Ching-Shan 16,436(1) 16,436 * Hong, Shih-Hung 11,756(1) 11,756 * Hong, Wen-San 4,868(1) 4,868 * Hou , Kun- Yu 696(1) 696 * Hou, Jan-Pu 16,698(1) 16,698 * Hou, Rong-Huei 68(1) 68 * Hou, Shtn-Mei 696(1) 696 * Hou, Shu-Ping 258(1) 258 * Hsaio, Li-Yu 346(1) 346 * Hsiang, Hsuan-Hsuan 834(1) 834 *
29 31
PERCENT OF OUT- NUMBER OF STANDING SHARES NUMBER OF SHARES BENEFICIALLY SHARES BEING TO BE OWNED OWNED OFFERED BY UPON PRIOR TO THE SELLING COMPLETION NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING --------------------------- ------------- ------------ ----------- Hsiao, Chi-Chung 1,920(1) 1,920 * Hsiao, Chih-Kuang 2,684(1) 2,684 * HSIAO, Hsiu-Wen 258(1) 258 * Hsiao, Jei-I 346(1) 346 * Hsiao, Jung-Li 346(1) 346 * Hsiao, Li-Ling 1,666(1) 1,666 * Hsiao, Li-Wen 2,502(1) 2,502 * Hsiao, Pin-Hung 1,390(1) 1,390 * Hsiao, Sheno-Yang 1,042(1) 1,042 * Hsiao, Yu-Chu 332(1) 332 * Hsieh, An-Na 2,780(1) 2,780 * Hsieh, Chia-Hung 68(1) 68 * Hsieh, Chia-Ling 68(1) 68 * Hsieh, Chi-Chang 346(1) 346 * Hsieh, Chi-Mour 3,894(1) 3,894 * Hsieh, Chun-Fu 346(1) 346 * Hsieh, Chung-Hsin 3,634(1) 3,634 * Hsieh, Hsin-Chuan 138(1) 138 * Hsieh, Hsiu-Chuan 258(1) 258 * Hsieh, Hsiu-Tuan 346(1) 346 * Hsieh, Hsueh-Yuan 834(1) 834 * Hsieh, Hsu-Ming 68(1) 68 * Hsieh, Hui-Wen 696(1) 696 * Hsieh, Hung-Ta 68(1) 68 * Hsieh, Jen-Te 1,946(1) 1,946 * Hsieh, Jui-Chiang 1,940(1) 1,940 * Hsieh, Jui-Hsin 258(1) 258 * Hsieh, Lee-Hsueh 416(1) 416 * Hsieh, Tsuey-Chin 1,292(1) 1,292 * Hsieh, Tsung-Ju 516(1) 516 * Hsieh, Wan-Ju 764(1) 764 * Hsieh, Yen-Feng 258(1) 258 * Hsieh, Yen-Yu 258(1) 258 *
30 32
PERCENT OF OUT- NUMBER OF STANDING SHARES NUMBER OF SHARES BENEFICIALLY SHARES BEING TO BE OWNED OWNED OFFERED BY UPON PRIOR TO THE SELLING COMPLETION NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING --------------------------- ------------- ------------ ----------- Hsieh, Yi-Hsu 258(1) 258 * Hsieh, Yu-Chen 138(1) 138 * Hsiu Lien, Ho-Lin 78,298(1) 78,298 * Hsiung, Te-Yuan 722(1) 722 * Hsiung, Yung-Yin 40(1) 40 * Hsu Huang, Fen-Tzu 346(1) 346 * Hsu, A-Chao 386(1) 386 * Hsu, Chang Yu-Mei 20,406(1) 20,406 * Hsu, Chang-Kou 68(1) 68 * Hsu, Chang-Min 346(1) 346 * Hsu, Chao-Hsiung 5,564(1) 5,564 * Hsu, Cheng-Nan 644(1) 644 * Hsu, Cheng-Yu 138(1) 138 * Hsu, Chien-Yuan 2,084(1) 2,084 * Hsu, Chih-Neng 416(1) 416 * Hsu, Ching-Shan 696(1) 696 * Hsu, Chiung-Sheng 110(1) 110 * Hsu, Chung-Jen 138(1) 138 * Hsu, Chun-Huei 1,292(1) 1,292 * Hsu, Fei-Chang 10,574(1) 10,574 * Hsu, Feng Chiao-Mei 486(1) 486 * Hsu, His-Mei 14,072(1) 14,072 * Hsu, Ho Chin-Chen 10,092(1) 10,092 * Hsu, Hsiao-Mei 3,998(1) 3,998 * Hsu, Hsien-Min 834(1) 834 * Hsu, Hsin-Fang 346(1) 346 * Hsu, Hsiu-Chu 138(1) 138 * Hsu, Hsiu-Wei 4,702(1) 4,702 * Hsu, Hui-Yu 178(1) 178 * Hsu, Hung-Kuang 680(1) 680 * Hsu, Ing-Ling 834(1) 834 * Hsu, Ju-Hui 696(1) 696 * Hsu, Kuai-Fen 1,292(1) 1,292 *
31 33
PERCENT OF OUT- NUMBER OF STANDING SHARES NUMBER OF SHARES BENEFICIALLY SHARES BEING TO BE OWNED OWNED OFFERED BY UPON PRIOR TO THE SELLING COMPLETION NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING --------------------------- ------------- ------------ ----------- Hsu, Kuei-Fang 222(1) 222 * Hsu, Kun 596(1) 596 * Hsu, Kun-Shan 666(1) 666 * Hsu, Kuo-Chen 644(1) 644 * Hsu, Lung-Chuan 386(1) 386 * Hsu, Mao-Sen 298(1) 298 * Hsu, Mao-Sheng 6,720(1) 6,720 * Hsu, Ming-Hsing 332(1) 332 * Hsu, Pao-Pei 416(1) 416 * Hsu, Pi-Fang 346(1) 346 * Hsu, Po-Cheng 1,130(1) 1,130 * Hsu, Po-Ching 1,738(1) 1,738 * Hsu, Pon-Ming 138(1) 138 * Hsu, Ron-Huei 3,234(1) 3,234 * Hsu, Shih-Hsiung 3,088(1) 3,088 * Hsu, Shu-Ju 138(1) 138 * Hsu, Shyang-Ho 9,058(1) 9,058 * Hsu, Sung-Chu 346(1) 346 * Hsu, Su-Yu 206(1) 206 * Hsu, Szu-Yun 3,234(1) 3,234 * Hsu, Ta-Lu 486(1) 486 * Hsu, Tien-Yi 1,592(1) 1,592 * Hsu, Tsui-Ling 3,234(1) 3,234 * Hsu, Tsun-Tzu 346(1) 346 * Hsu, Wei-Chang 138(1) 138 * Hsu, Wei-Lien 138(1) 138 * Hsu, Wen-Chung 696(1) 696 * Hsu, Yen-Chuan 1,292(1) 1,292 * Hsu, Yen-Hua 70,226(1) 70,226 * Hsu, Yeo-Jen 346(1) 346 * Hsu, Yi-Hsin 24,134(1) 24,134 * Hsu, Yueh-Shin 644(1) 644 * Hsu, Yung-Lin 644(1) 644 *
32 34
PERCENT OF OUT- NUMBER OF STANDING SHARES NUMBER OF SHARES BENEFICIALLY SHARES BEING TO BE OWNED OWNED OFFERED BY UPON PRIOR TO THE SELLING COMPLETION NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING --------------------------- ------------- ------------ ----------- Hsu, Yu-Wei 3,234(1) 3,234 * Hsuch, Hui-Che 346(1) 346 * Hu, Chin-Fen 346(1) 346 * Hu, I-Hsin 68(1) 68 * Hu, Jih-Hsiang 68(1) 68 * Hu, Man-Chun 346(1) 346 * Hu, Nai-Yun 644(1) 644 * Hu, Tsai-Chiang 2,084(1) 2,084 * Hu, Wei-Hu 1,940(1) 1,940 * Hu, Yu-Chen 924(1) 924 * Huang Tung, Chi-Hsin 696(1) 696 * Huang Chen, Shui-Lien 416(1) 416 * Huang, An-Ni 1,390(1) 1,390 * Huang, C.F 346(1) 346 * Huang, Chang-Chih 68(1) 68 * Huang, Chen-Yueh 3,172(1) 3,172 * Huang, Chien-Jung 128(1) 128 * Huang, Chin-Chih 696(1) 696 * Huang, Ching-Chiang 696(1) 696 * Huang, Ching-Huang 834(1) 834 * Huang, Ching-Lien 346(1) 346 * Huang, Ching-Ling 206(1) 206 * Huang, Ching-Sen 8,000(1) 8,000 * Huang, Chiung-Hui 556(1) 556 * Huang, Chiu-Yun 834(1) 834 * Huang, Chu-Chen 164(1) 164 * Huang, Chun-Cheng 2,294(1) 2,294 * Huang, Chun-Hsieh 138(1) 138 * Huang, Chun-Jung 68(1) 68 * Huang, Hai-Yun 696(1) 696 * Huang, His 696(1) 696 * Huang, Hsin-Yin 68(1) 68 * Huang, Hsiu-Hui 332(1) 332 *
33 35
PERCENT OF OUT- NUMBER OF STANDING SHARES NUMBER OF SHARES BENEFICIALLY SHARES BEING TO BE OWNED OWNED OFFERED BY UPON PRIOR TO THE SELLING COMPLETION NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING --------------------------- ------------- ------------ ----------- Huang, Huei-Hung 346(1) 346 * Huang, Hui-Lan 1,668(1) 1,668 * Huang, I-Cheng 1,184(1) 1,184 * Huang, Jean 2,588(1) 2,588 * Huang, Jen-Tsung 1,794(1) 1,794 * Huang, Jian-Wen 644(1) 644 * Huang, John 258(1) 258 * Huang, Jung-Nan 696(1) 696 * Huang, King-Cheng 7,440(1) 7,440 * Huang, Ko-Wei 138(1) 138 * Huang, Kuei-Hsin 974(1) 974 * Huang, Kuo-Hao 486(1) 486 * Huang, Li-Na 696(1) 696 * Huang, Ling-Hsien 62(1) 62 * Huang, Mei-Er 1,530(1) 1,530 * Huang, Mei-Hui 206(1) 206 * Huang, Mei-Lin 346(1) 346 * Huang, Ming-Kun 346(1) 346 * Huang, Ming-Ren 346(1) 346 * Huang, Pai-Han 278(1) 278 * Huang, Ping-Kun 1,034(1) 1,034 * Huang, Sheng-Feng 644(1) 644 * Huang, Shih-Chen 834(1) 834 * Huang, Shih-Ming 346(1) 346 * Huang, Shin-Chi 128(1) 128 * Huang, Shu-Chen 346(1) 346 * Huang, Shu-Ping 138(1) 138 * Huang, Shu-Ting 96(1) 96 * Huang, Tai-Fu 40(1) 40 * Huang, Tau-Hui 346(1) 346 * Huang, Wei-Meng 346(1) 346 * Huang, Wei-Ping 1,042(1) 1,042 * Huang, Wen-Hsiang 1,668(1) 1,668 *
34 36
PERCENT OF OUT- NUMBER OF STANDING SHARES NUMBER OF SHARES BENEFICIALLY SHARES BEING TO BE OWNED OWNED OFFERED BY UPON PRIOR TO THE SELLING COMPLETION NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING --------------------------- ------------- ------------ ----------- Huang, Wing-Shang 644(1) 644 * Huang, Yuan 2,588(1) 2,588 * Huang, Yu-Chih 1,752(1) 1,752 * Huang, Yu-Hsing 1,530(1) 1,530 * Huang, Yu-Hwa 696(1) 696 * Huang, Yu-Kuang 138(1) 138 * Huang, Yu-Lan 1,292(1) 1,292 * Huang, Yun-Ni 1,252(1) 1,252 * Hung, Chao-Chieh 68(1) 68 * Hung, Hsieh Tsui-Tai 19,200(1) 19,200 * Hung, Kuo-Sheng 346(1) 346 * Hung, Li-Chiang 278(1) 278 * Hung, Lien-Tung 292(1) 292 * Hung, Li-Feng 68(1) 68 * Hung, Man-Ping 138(1) 138 * Hung, Mei-Feng 696(1) 696 * Hung, Shih-Yau 9,138(1) 9,138 * Hung, Shu-Ying 278(1) 278 * Hung, Te-Yao 164(1) 164 * Hung, Tsui-Erh 206(1) 206 * Hung, Wen-Yao 24,174(1) 24,174 * Hwang, Jmg-Tjoan 6,470(1) 6,470 * Hwang, Shyh-Jye 2,440(1) 2,440 * Industrial Technology Investment Corp. 94,276(1) 94,276 * Iou, Huei-Lin 138(1) 138 * Jan, Chu Mei-Hsiu 3,130(1) 3,130 * Jan, Min-Foo 1,042(1) 1,042 * Jan, Ming-Lieh 3,268(1) 3,268 * Jan, Pei-Lin 1,738(1) 1,738 * Jan, Ruei-Ling 250(1) 250 * Jen, Shu-Fang 500(1) 500 * Jeng, Chao-Kang 68(1) 68 * Jong, Johnson 206(1) 206 *
35 37
PERCENT OF OUT- NUMBER OF STANDING SHARES NUMBER OF SHARES BENEFICIALLY SHARES BEING TO BE OWNED OWNED OFFERED BY UPON PRIOR TO THE SELLING COMPLETION NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING --------------------------- ------------- ------------ ----------- Juang, Bih-Yun 1,390(1) 1,390 * Juang, Chung-Ping 4,660(1) 4,660 * Kang, Hsien-Kuang 1,292(1) 1,292 * Kang, Jen-Tai 696(1) 696 * Kang, Kuang-Chen 644(1) 644 * Kang, Shu-Fen 1,292(1) 1,292 * Kao, Fu-Jen 298(1) 298 * Kao, Hui-Wen 138(1) 138 * Kao, I-Ching 1,042(1) 1,042 * Kao, Mei-Hua 1,516(1) 1,516 * Kao, Mei-Yuan 346(1) 346 * Kao, Meng-Tzu 346(1) 346 * Kao, Ming-Chia 138(1) 138 * Kao, Ming-Huei 128(1) 128 * Kao, Seng-Long 582(1) 582 * Kao, Tzu-Cheng 696(1) 696 * Kao, Yen-Pin 346(1) 346 * Ko, Hsin-Yi 198(1) 198 * Ko, Hui-Ching 68(1) 68 * Ko, Jui-Ho 1,940(1) 1,940 * Ko, Jui-Ying 1,252(1) 1,252 * Ko, Wen-Ching 1,940(1) 1,940 * Kou, Hung-Yu 696(1) 696 * Ku, Chang-Tung 2,670(1) 2,670 * Ku, Jui-Hua 164(1) 164 * Ku, Pu-Sheng 500(1) 500 * Ku, Yu-Chi 644(1) 644 * Kuan Yuan Paper Mfg., Co., Ltd. 51,446(1) 51,446 * Kuan, Ming-Che 1,292(1) 1,292 * Kuan, Pei-Chi 1,320(1) 1,320 * Kung, Chun-Ying 23,982(1) 23,982 * Kung, Hai-Tung 2,400(1) 2,400 * Kung, Ling-Ying 542(1) 542 *
36 38
PERCENT OF OUT- NUMBER OF STANDING SHARES NUMBER OF SHARES BENEFICIALLY SHARES BEING TO BE OWNED OWNED OFFERED BY UPON PRIOR TO THE SELLING COMPLETION NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING --------------------------- ------------- ------------ ----------- Kung, Lu Fan-Chih 736(1) 736 * Kung, Ta-Kun 1,238(1) 1,238 * Kung, Yu-Ying 1,584(1) 1,584 * Kuo, Ai-Mei 138(1) 138 * Kuo, Chien-Li 6,504(1) 6,504 * Kuo, Chun-Hsiang 1,162(1) 1,162 * Kuo, Hsian-Hun 138(1) 138 * Kuo, Huan-Ho 68(1) 68 * Kuo, Hui-Chen 806(1) 806 * Kuo, Kuan-Shou 1,042(1) 1,042 * Kuo, Leng-Ying 258(1) 258 * Kuo, Su-Fen 1,062(1) 1,062 * Kuo, Tsung-Lin 346(1) 346 * Kuo, Yu-Hung 2,328(1) 2,328 * Kuo, Yu-Ping 346(1) 346 * Lai, Chen Pi-Chuan 346(1) 346 * Lai, Cheng-Piao 644(1) 644 * Lai, Chien-Hsin 644(1) 644 * Lai, Chi-Hsuem 58(1) 58 * Lai, Chiu-Wa 386(1) 386 * Lai, Hsing-Hua 644(1) 644 * Lai, Huei-Man 736(1) 736 * Lai, Hui-Li 346(1) 346 * Lai, Hung-Kang 696(1) 696 * Lai, Jiann-Hua 388(1) 388 * Lai, Mei-Yun 258(1) 258 * Lai, Sheng-Ching 2,434(1) 2,434 * Lai, Shu-Chen 128(1) 128 * Lai, Szu-Yu 138(1) 138 * Lai, Tai-Feng 258(1) 258 * Lai, Yi-Ling 346(1) 346 * Lai, Ying-Liang 206(1) 206 * Lai, Yi-Tang 644(1) 644 *
37 39
PERCENT OF OUT- NUMBER OF STANDING SHARES NUMBER OF SHARES BENEFICIALLY SHARES BEING TO BE OWNED OWNED OFFERED BY UPON PRIOR TO THE SELLING COMPLETION NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING --------------------------- ------------- ------------ ----------- Lai, Yun-Wei 346(1) 346 * Lam, Chai-Pong 3,476(1) 3,476 * Lan, Chien-Lin 1,292(1) 1,292 * Lan, Hu Hsiu-Pi 10,772(1) 10,772 * Lan, Mei-Chin 4,298(1) 4,298 * Lan, Mei-Hsing 7,762(1) 7,762 * Lan, Ming-Hui 1,710(1) 1,710 * Lan, Sheng-Chin 1,292(1) 1,292 * Lan, Sheng-Hou 71,372(1) 71,372 * Lan, Wen-Chun 1,292(1) 1,292 * Lan, Yi-Jung 1,292(1) 1,292 * Lan, Yu-Pin 332(1) 332 * Lee Kung, Mei-Li 696(1) 696 * Lee Chiung, Su-Mei 1,390(1) 1,390 * Lee, An-Nan 68(1) 68 * Lee, Bei Hsiu-Lien 10,268(1) 10,268 * Lee, Bichin 2,572(1) 2,572 * Lee, Chang-Ming 1,292(1) 1,292 * Lee, Chao-Chin 6,740(1) 6,740 * Lee, Chein-Jen 874(1) 874 * Lee, Cheng-Yi 902(1) 902 * Lee, Chieh-Mao 696(1) 696 * Lee, Chieh-Yu 346(1) 346 * Lee, Chien-Chung 346(1) 346 * Lee, Chien-Sheng 332(1) 332 * Lee, Chien-Ying 1,494(1) 1,494 * Lee, Chih-Kang 138(1) 138 * Lee, Chin-An 332(1) 332 * Lee, Chin-Fen 178(1) 178 * Lee, Ching-Wen 696(1) 696 * Lee, Chin-Hung 298(1) 298 * Lee, Chin-Shan 12,244(1) 12,244 * Lee, Chiu-Feng 644(1) 644 *
38 40
PERCENT OF OUT- NUMBER OF STANDING SHARES NUMBER OF SHARES BENEFICIALLY SHARES BEING TO BE OWNED OWNED OFFERED BY UPON PRIOR TO THE SELLING COMPLETION NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING --------------------------- ------------- ------------ ----------- Lee, Chiung-Ju 1,752(1) 1,752 * Lee, Chu-Men 164(1) 164 * Lee, Chung-Jen 11,088(1) 11,088 * Lee, Chung-Kai 346(1) 346 * Lee, Chun-Hsiu 736(1) 736 * Lee, Chun-Jung 736(1) 736 * Lee, Chun-Po 68(1) 68 * Lee, Chun-Sheng 11,020(1) 11,020 * Lee, Chun-Tao 770(1) 770 * Lee, Dan Chang 76(1) 76 * Lee, His-Chien 590(1) 590 * Lee, Hsiang 1,390(1) 1,390 * Lee, Hsiao Shu-Hui 834(1) 834 * Lee, Hsing-Chih 1,738(1) 1,738 * Lee, Hsiu-Feng 1,592(1) 1,592 * Lee, Ju-Chi 696(1) 696 * Lee, Jung-Hua 88(1) 88 * Lee, Jung-Kuang 908(1) 908 * Lee, Jung-Tsung 946(1) 946 * Lee, Jung-Yu 2,780(1) 2,780 * Lee, Kai-Jung 696(1) 696 * Lee, Kai-Wei 416(1) 416 * Lee, Kuang-Hua 1,112(1) 1,112 * Lee, Kuo-Cheng 69,702(1) 69,702 * Lee, Kuo-Sheng 3,706(1) 3,706 * Lee, Kuwg-Hua 774(1) 774 * Lee, Li-Chun 346(1) 346 * Lee, Lin Sue-Chiou 19,540(1) 19,540 * Lee, Ming-Tien 68(1) 68 * Lee, Pao-Chiao 138(1) 138 * Lee, Pei-Ling 1,390(1) 1,390 * Lee, Pin-Hui 96(1) 96 * Lee, Pi-Ying 644(1) 644 *
39 41
PERCENT OF OUT- NUMBER OF STANDING SHARES NUMBER OF SHARES BENEFICIALLY SHARES BEING TO BE OWNED OWNED OFFERED BY UPON PRIOR TO THE SELLING COMPLETION NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING --------------------------- ------------- ------------ ----------- Lee, Ren-Jir 644(1) 644 * Lee, Rose 48(1) 48 * Lee, Sen-Hung 666(1) 666 * Lee, Sha-Ching 11,646(1) 11,646 * Lee, Sheng-Yang 346(1) 346 * Lee, Shih-Huei 19,002(1) 19,002 * Lee, Shu-Hua 30,536(1) 30,536 * Lee, Shun-Chen 4,282(1) 4,282 * Lee, Sweet 446(1) 446 * Lee, Ti-Kuang 834(1) 834 * Lee, Tung-Ping 88,926(1) 88,926 * Lee, Wang-Chih 88(1) 88 * Lee, Wei-Herng 500(1) 500 * Lee, Wen-Chang 696(1) 696 * Lee, Wendy Janithan 346(1) 346 * Lee, Wen-Fang 696(1) 696 * Lee, Wen-Hui 644(1) 644 * Lee, Yang-Chun 346(1) 346 * Lee, Yuan-Jui 250(1) 250 * Lee, Yuan-Lang 250(1) 250 * Lee, Yu-Chun 834(1) 834 * Lee, Yun-Chang 834(1) 834 * Leng, Jack 666(1) 666 * Li, Chin-Cheng 696(1) 696 * Li, Hsiao-Wen 346(1) 346 * Li, Hsiu-Mei 644(1) 644 * Li, Hsueh-Ching 960(1) 960 * Li, Huey-Ju 138(1) 138 * Li, Hung-Jen 18,076(1) 18,076 * Li, Li-Chu 386(1) 386 * Li, Li-Chuan 138(1) 138 * Li, Lie-Me 278(1) 278 * Li, Ling-Hsing 264(1) 264 *
40 42
PERCENT OF OUT- NUMBER OF STANDING SHARES NUMBER OF SHARES BENEFICIALLY SHARES BEING TO BE OWNED OWNED OFFERED BY UPON PRIOR TO THE SELLING COMPLETION NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING --------------------------- ------------- ------------ ----------- Li, Tsun-Ying 3,752(1) 3,752 * Li, Wen-Pen 346(1) 346 * Lian, Tian-Hua 1,390(1) 1,390 * Liang, Chia-Wei 88(1) 88 * Liang, Dai-Hong 696(1) 696 * Liang, Hsiu-Luan 346(1) 346 * Liang, Hsiu-Yu 138(1) 138 * Liang, Jan Tsai-Yu 1,042(1) 1,042 * Liang, Shu-Hui 346(1) 346 * Liang, Yu-Sheng 696(1) 696 * Liao Sun, Chia-Tzu 1,940(1) 1,940 * Liao, Chia-Chun 138(1) 138 * Liao, Chih-Teng 834(1) 834 * Liao, Chin-Yi 68(1) 68 * Liao, Chun-Hsiang 696(1) 696 * Liao, Feng-I 68(1) 68 * Liao, Hsiu-Chu 68(1) 68 * Liao, Hsu-Mei 696(1) 696 * Liao, Mei-Heng 332(1) 332 * Liao, Shu-Fen 206(1) 206 * Liao, Wen-Ming 834(1) 834 * Liao, Yu-Chu 644(1) 644 * Liao, Yueh-Nu 416(1) 416 * Liao, Yung-Hsing 834(1) 834 * Liaw, Huoo-Ku 696(1) 696 * Lie, Fang-I 68(1) 68 * Lii, Jainn-Hwa 596(1) 596 * Lin Chen, Su-E 416(1) 416 * Lin Chung, Yuen-Chuan 480(1) 480 * Lin, A-Kvei 346(1) 346 * Lin, Angela 346(1) 346 * Lin, Che-Cheng 696(1) 696 * Lin, Chen Su-Yun 644(1) 644 *
41 43
PERCENT OF OUT- NUMBER OF STANDING SHARES NUMBER OF SHARES BENEFICIALLY SHARES BEING TO BE OWNED OWNED OFFERED BY UPON PRIOR TO THE SELLING COMPLETION NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING --------------------------- ------------- ------------ ----------- Lin, Cheng-Cheng 644(1) 644 * Lin, Chen-Yi 68(1) 68 * Lin, Chia-Chin 3,880(1) 3,880 * Lin, Chia-Ying 68(1) 68 * Lin, Chien-Hung 556(1) 556 * Lin, Chien-Lu 22,608(1) 22,608 * Lin, Chih-Chieh 40(1) 40 * Lin, Chih-Lung 2,156(1) 2,156 * Lin, Chin-Cheng 1,112(1) 1,112 * Lin, Ching-Chun 346(1) 346 * Lin, Ching-Yuan 206(1) 206 * Lin, Chin-Hao 1,502(1) 1,502 * Lin, Chiu-Chen 278(1) 278 * Lin, Chiu-Tang 40(1) 40 * Lin, Chuan-Han 62(1) 62 * Lin, Chung-Miao 696(1) 696 * Lin, Chun-Hsiu 834(1) 834 * Lin, Chun-Hung 644(1) 644 * Lin, Chun-Po 138(1) 138 * Lin, Heh-Shyong 21,568(1) 21,568 * Lin, Ho Chin-Yen 1,292(1) 1,292 * Lin, Hsiang-Chun 13,368(1) 13,368 * Lin, Hsien-Chun 638(1) 638 * Lin, Hsing-Pu 144(1) 144 * Lin, Hsiu-Jung 2,168(1) 2,168 * Lin, Hsu Mei-Hsia 624(1) 624 * Lin, Huei-Men 36,570(1) 36,570 * Lin, Hui-Hsueh 812(1) 812 * Lin, Hui-Ju 902(1) 902 * Lin, Hui-Ming 928(1) 928 * Lin, I-Hsiu 1,292(1) 1,292 * Lin, I-Hung 278(1) 278 * Lin, In-Jen 346(1) 346 *
42 44
PERCENT OF OUT- NUMBER OF STANDING SHARES NUMBER OF SHARES BENEFICIALLY SHARES BEING TO BE OWNED OWNED OFFERED BY UPON PRIOR TO THE SELLING COMPLETION NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING --------------------------- ------------- ------------ ----------- Lin, Jenn-Rong 206(1) 206 * Lin, Jia-Feng 138(1) 138 * Lin, Jian-Ta 834(1) 834 * Lin, Jong-Hsin 542(1) 542 * Lin, Juei-Hua 11,890(1) 11,890 * Lin, Jui-Chu 118(1) 118 * Lin, Jui-Hsiang 68(1) 68 * Lin, Jui-Min 834(1) 834 * Lin, Jui-Pin 138(1) 138 * Lin, Jyh-Chung 644(1) 644 * Lin, Kung-Hsing 696(1) 696 * Lin, Kuo-Shian 1,042(1) 1,042 * Lin, Li-Chuan 2,698(1) 2,698 * Lin, Li-Hsiung 138(1) 138 * Lin, Li-Hua 1,034(1) 1,034 * Lin, Lin Pi-Yun 2,002(1) 2,002 * Lin, Lin-Chi 48(1) 48 * Lin, Li-Yun 278(1) 278 * Lin, Mao-Chin 834(1) 834 * Lin, Mao-Yuan 1,000(1) 1,000 * Lin, Mei-Ching 4,258(1) 4,258 * Lin, Mei-Chung 186(1) 186 * Lin, Mei-Ying 1,432(1) 1,432 * Lin, Ming-Hui 68(1) 68 * Lin, Min-Yi 516(1) 516 * Lin, Mu-Chuan 924(1) 924 * Lin, Pei-Ching 514(1) 514 * Lin, Pei-Chun 582(1) 582 * Lin, Pei-Chung 278(1) 278 * Lin, Pei-Ling 346(1) 346 * Lin, Pei-Yin 1,738(1) 1,738 * Lin, Pi-Li 298(1) 298 * Lin, Pi-Lien 1,598(1) 1,598 *
43 45
PERCENT OF OUT- NUMBER OF STANDING SHARES NUMBER OF SHARES BENEFICIALLY SHARES BEING TO BE OWNED OWNED OFFERED BY UPON PRIOR TO THE SELLING COMPLETION NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING --------------------------- ------------- ------------ ----------- Lin, Reng-Jeng 346(1) 346 * Lin, San-Neng 6,956(1) 6,956 * Lin, Shan-Tyan 6,956(1) 6,956 * Lin, Sheng-Yang 258(1) 258 * Lin, Shiann-Tarng 346(1) 346 * Lin, Shih-Chang 696(1) 696 * Lin, Shih-Cheng 2,420(1) 2,420 * Lin, Shih-Chieh 1,292(1) 1,292 * Lin, Shih-Hsien 644(1) 644 * Lin, Shiow-Tz 128(1) 128 * Lin, Shu-Chen 68(1) 68 * Lin, Shu-Ling 138(1) 138 * Lin, Siu-Jung 346(1) 346 * Lin, Song-Fure 97,082(1) 97,082 * Lin, Ta-Yu 346(1) 346 * Lin, Ta-Yung 722(1) 722 * Lin, Ting-Yu 138(1) 138 * Lin, Tsu-Chiang 4,828(1) 4,828 * Lin, Tsun-Lun 722(1) 722 * Lin, Tung-Feng 416(1) 416 * Lin, Tu-Wang 62(1) 62 * Lin, Tzu-Yuan 486(1) 486 * Lin, Wan-Chun 9,378(1) 9,378 * Lin, Wan-Kuo 12,076(1) 12,076 * Lin, Wan-Yu 542(1) 542 * Lin, Wei-Che 696(1) 696 * Lin, Wei-Chih 696(1) 696 * Lin, Wen-Chen 556(1) 556 * Lin, Wen-Chin 1,014(1) 1,014 * Lin, Wen-Hwa 346(1) 346 * Lin, Wen-Shan 1,292(1) 1,292 * Lin, Wu-Hsiung 68(1) 68 * Lin, Ya-Hui 3,444(1) 3,444 *
44 46
PERCENT OF OUT- NUMBER OF STANDING SHARES NUMBER OF SHARES BENEFICIALLY SHARES BEING TO BE OWNED OWNED OFFERED BY UPON PRIOR TO THE SELLING COMPLETION NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING --------------------------- ------------- ------------ ----------- Lin, Ya-Hui 68(1) 68 * Lin, Yeh-Shan 164(1) 164 * Lin, Yen-Chen 13,368(1) 13,368 * Lin, Yi-Hsiung 1,000(1) 1,000 * Lin, Yin-Chi 1,042(1) 1,042 * Lin, Yuan-Charn 19,050(1) 19,050 * Lin, Yu-Cheng 1,502(1) 1,502 * Lin, Yu-Chuan 68(1) 68 * Lin, Yu-Chun 1,432(1) 1,432 * Lin, Yueh 696(1) 696 * Lin, Yueh-Chen 416(1) 416 * Lin, Yueh-Chih 644(1) 644 * Lin, Yueh-Nu 664(1) 664 * Lin, Yuh-Shin 206(1) 206 * Lin, Yu-Kui 696(1) 696 * Lin, Yu-Ming 6,596(1) 6,596 * Lin, Yung-Chieh 696(1) 696 * Lin, Yung-Hao 346(1) 346 * Lin, Yung-Hsueh 1,084(1) 1,084 * Lin, Yu-Ping 1,546(1) 1,546 * Lin, Yu-Ya 1,292(1) 1,292 * Lin, Zu-Tung 346(1) 346 * Ling, Su-Lien 164(1) 164 * Liu, Chang-Ming 480(1) 480 * Liu, Cheng-Lih 33,188(1) 33,188 * Liu, Chia-Wei 346(1) 346 * Liu, Chi-Chun 346(1) 346 * Liu, Chien-Chih 2,502(1) 2,502 * Liu, Chi-Lung 346(1) 346 * Liu, Chiu-Yun 346(1) 346 * Liu, Chuan-Chieh 138(1) 138 * Liu, Chun Chen 1,292(1) 1,292 * Liu, Chung-Ho 3,234(1) 3,234 *
45 47
PERCENT OF OUT- NUMBER OF STANDING SHARES NUMBER OF SHARES BENEFICIALLY SHARES BEING TO BE OWNED OWNED OFFERED BY UPON PRIOR TO THE SELLING COMPLETION NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING --------------------------- ------------- ------------ ----------- Liu, Chung-Jen 1,292(1) 1,292 * Liu, Chun-Han 764(1) 764 * Liu, Chun-Lin 416(1) 416 * Liu, Dean 68(1) 68 * Liu, Hsien-Lung 2,084(1) 2,084 * Liu, Hsiu-Lien 2,084(1) 2,084 * Liu, Hui-Pei 62(1) 62 * Liu, Jui-Fang 346(1) 346 * Liu, Li-Chen 130(1) 130 * Liu, Lin-Chien 258(1) 258 * Liu, Lun-Hua 346(1) 346 * Liu, Mao-Hsiung 19,412(1) 19,412 * Liu, Mei-Chih 644(1) 644 * Liu, Mei-Miao 346(1) 346 * Liu, Mei-Ying 2,588(1) 2,588 * Liu, Meng-Ling 128(1) 128 * Liu, Ming-Long 4,158(1) 4,158 * Liu, Nacy 644(1) 644 * Liu, O Chiu-Yei 416(1) 416 * Liu, Peng Chiu-Yueh 250(1) 250 * Liu, Pi-Fen 834(1) 834 * Liu, Pi-Hsiang 1,668(1) 1,668 * Liu, Shen-Yuan 1,390(1) 1,390 * Liu, Shih-Hsian 346(1) 346 * Liu, Shu-Chen 168(1) 168 * Liu, Shu-Chen 68(1) 68 * Liu, Tai-Sheng 644(1) 644 * Liu, Tony (Liu, Chin-Chieh) 68(1) 68 * Liu, Wei-Chen 88(1) 88 * Liu, Wei-Chih 346(1) 346 * Liu, Wen-Cheng 4,522(1) 4,522 * Liu, Weng-Hsing 834(1) 834 * Liu, Wen-Lung 206(1) 206 *
46 48
PERCENT OF OUT- NUMBER OF STANDING SHARES NUMBER OF SHARES BENEFICIALLY SHARES BEING TO BE OWNED OWNED OFFERED BY UPON PRIOR TO THE SELLING COMPLETION NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING --------------------------- ------------- ------------ ----------- Liu, Wen-Sheng 1,668(1) 1,668 * Liu, Yen-Cheng 346(1) 346 * Liu, Yi-Chun 346(1) 346 * Liu, Yi-Hsing 416(1) 416 * Liu, Yi-Jen 13,690(1) 13,690 * Liu, Yi-Shan 14,468(1) 14,468 * Liu, Yu-Lan 1,592(1) 1,592 * Liu, Yun-Yu 980(1) 980 * Liu, Yu-Yang 128(1) 128 * Lo, Chao-Chun 3,338(1) 3,338 * Lo, Ching-Chuan 6,956(1) 6,956 * Lo, Mei-Hui 68(1) 68 * Lo, Shu-Chen 41,996(1) 41,996 * Lo, Shui-Ming 346(1) 346 * Lo, Shu-Ping 696(1) 696 * Lo, Wei-Lang 96(1) 96 * Lou, Te-Fang 644(1) 644 * Lu Chen, Chui-Luan 2,502(1) 2,502 * Lu, Ai-Lien 696(1) 696 * Lu, Chin-I 258(1) 258 * Lu, Chin-Lan 82(1) 82 * Lu, Chuen-Shiang 1,062(1) 1,062 * Lu, Chun-Kuei 874(1) 874 * Lu, Fang-Yao 3,476(1) 3,476 * Lu, Hsuen-Jung 250(1) 250 * Lu, Huang Hui 1,418(1) 1,418 * Lu, Jui-Ping 258(1) 258 * Lu, Kuei-Lan 1,042(1) 1,042 * Lu, Liao Kuo 346(1) 346 * Lu, Li-Kuan 480(1) 480 * Lu, Mao-Chang 13,220(1) 13,220 * Lu, Mei-Hui 298(1) 298 * Lu, Mei-Hui 516(1) 516 *
47 49
PERCENT OF OUT- NUMBER OF STANDING SHARES NUMBER OF SHARES BENEFICIALLY SHARES BEING TO BE OWNED OWNED OFFERED BY UPON PRIOR TO THE SELLING COMPLETION NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING --------------------------- ------------- ------------ ----------- Lu, Pao-Ching 11,002(1) 11,002 * Lu, Po-Min 1,710(1) 1,710 * Lu, Roey-Jong 130(1) 130 * Lu, Shan-Sheng 1,292(1) 1,292 * Lu, Te-Hsing 1,252(1) 1,252 * Lu, Tzu-Min 458(1) 458 * Lu, Wan-Chen 346(1) 346 * Lu, Wen-Yeh 2,588(1) 2,588 * Lu, Yu-Yen 164(1) 164 * Lue, Pao-Ju 416(1) 416 * Lung, Sheng-Chieh 644(1) 644 * Lung, Shu-Hua 68(1) 68 * Luo, Der-Fwu 1,292(1) 1,292 * Luo, Shwu-Yuen 128(1) 128 * Lyne, Chien-Hsing 138(1) 138 * Ma, Mei-Chu 696(1) 696 * Ma, Pao-Ping 138(1) 138 * Ma, Shu-Fang 206(1) 206 * Mai, Hsiao-Ping 696(1) 696 * Mao, Che-Min 346(1) 346 * Mei, Jui-Fen 1,292(1) 1,292 * Moh, Huey-Meei 516(1) 516 * Ni, Li-Fen 416(1) 416 * Nieh, Chin-Chen 38(1) 38 * Optical Crossing, Inc. 81,494(3) 81,494 * Ou, Yeh-Chau 2,502(1) 2,502 * Pacrim Investing & Developing Co., Ltd. 89,328(1) 89,328 * Pai, Jia-Shen 644(1) 644 * Pai, Yao-Chia 1,390(1) 1,390 * Pan, Ching-Ping 346(1) 346 * Pan, Chun-Chang 1,042(1) 1,042 * Pan, Chun-Liang 3,476(1) 3,476 * Pan, Fong-Hwang 3,868(1) 3,868 *
48 50
PERCENT OF OUT- NUMBER OF STANDING SHARES NUMBER OF SHARES BENEFICIALLY SHARES BEING TO BE OWNED OWNED OFFERED BY UPON PRIOR TO THE SELLING COMPLETION NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING --------------------------- ------------- ------------ ----------- Pan, Tung-Tai 68(1) 68 * Pan, Wu-Chou 138(1) 138 * Pao, Chung-Ping 5,258(1) 5,258 * Pei, Hui-Fang 65,928(1) 65,928 * Pen, Yun Fang 346(1) 346 * Peng, Ai-Ling 500(1) 500 * Peng, Chih-Hung 644(1) 644 * Peng, Chih-Ling 5,914(1) 5,914 * Peng, Chih-Yung 206(1) 206 * Peng, Hsiu-Chun 1,244(1) 1,244 * Peng, Kun-Hsiang 346(1) 346 * Peng, Li-Wen 1,042(1) 1,042 * Peng, Pi-Ling 138(1) 138 * Peng, Wen-Hsin 62(1) 62 * Peng, Wen-Hsin 2,496(1) 2,496 * Pin, Su-Yu 346(1) 346 * Pu, Hsiao-Chuan 966(1) 966 * Pu, Shu-Sheng 346(1) 346 * RedC Optical Networks, Inc. 150,000(4) 150,000 * Shang, Chih-Kung 834(1) 834 * Shang, Yi-Feng 696(1) 696 * Shau, Ming-Ling 696(1) 696 * Sheen, Mei-Shiang 346(1) 346 * Shen, Hsin-Chen 346(1) 346 * Shen, Hsiu-Ching 50,844(1) 50,844 * Shen, Jin-Hua 1,584(1) 1,584 * Shen, Kwang-Nan 206(1) 206 * Shen, Shu-Mei 696(1) 696 * Sher, Ding-Shyan 206(1) 206 * Shiao, Feng-Cheng 1,390(1) 1,390 * Shih, Che-Jan 346(1) 346 * Shih, Chen-Yu 1,314(1) 1,314 * Shih, Hsiu-Ling 182(1) 182 *
49 51
PERCENT OF OUT- NUMBER OF STANDING SHARES NUMBER OF SHARES BENEFICIALLY SHARES BEING TO BE OWNED OWNED OFFERED BY UPON PRIOR TO THE SELLING COMPLETION NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING --------------------------- ------------- ------------ ----------- Shih, Pai Chuan 644(1) 644 * Shih, Shu-Han 206(1) 206 * Shih, Shu-Lian 1,598(1) 1,598 * Shin, Yaun-Wen 2,920(1) 2,920 * Shue, Jia-Chung 1,460(1) 1,460 * Shyu, Yu-Tang 228(1) 228 * Sivan, Reuben 30,000(5) 30,000 * Sou, Hsu-Tung 834(1) 834 * Su, Chien-Ying 1,042(1) 1,042 * Su, Chiung-Chu 1,680(1) 1,680 * Su, Chun-Yang 3,880(1) 3,880 * Su, Hsin-Chang 206(1) 206 * Su, Jui-Ying 1,668(1) 1,668 * Su, Kuan-Hsun 110(1) 110 * Su, Ming-Shan 62(1) 62 * Su, Pei-Yu 696(1) 696 * Su, Sheng-Lin 644(1) 644 * Su, Shinn-Jyi 582(1) 582 * Su, Shu-Ken 2,108(1) 2,108 * Su, Shu-Yuan 164(1) 164 * Su, Shyh-Jer 68(1) 68 * Su, Wen-Cheng 76(1) 76 * Su, Yu-Chih 346(1) 346 * Su, Yueh-Mei 5,174(1) 5,174 * Su, Yuh-Jen 62(1) 62 * Su, Yu-Hui 644(1) 644 * Su, Yu-Mei 51,362(1) 51,362 * Su, Yun-Chang 416(1) 416 * Su, Yu-Ping 346(1) 346 * Sun, Chiao-Yun 2,468(1) 2,468 * Sun, Chia-Tse 946(1) 946 * Sun, Mei-Hui 206(1) 206 * Sun, Mei-Ling 138(1) 138 *
50 52
PERCENT OF OUT- NUMBER OF STANDING SHARES NUMBER OF SHARES BENEFICIALLY SHARES BEING TO BE OWNED OWNED OFFERED BY UPON PRIOR TO THE SELLING COMPLETION NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING --------------------------- ------------- ------------ ----------- Sun, Wei-Chih 346(1) 346 * Sun, Wen-Hsiung 486(1) 486 * Sung, Min-Fang 2,070(1) 2,070 * Sung, Ming-Hui 696(1) 696 * Sunway Chen 696(1) 696 * Tai, Ching-Shun 804(1) 804 * Tai, Hsiu-Min 696(1) 696 * Tai, Su-Chen 2,114(1) 2,114 * Tan, Wen-Kuang 628(1) 628 * Tang, Chi-Tsao 1,124(1) 1,124 * Tang, Hung-Te 8,410(1) 8,410 * Tang, San-Fu 68(1) 68 * Tang, Shun-Ting 206(1) 206 * Teco International Investment Co., Ltd. 8,348(1) 8,348 * Teng, A-Hua 9,834(1) 9,834 * Teng, Chien-Mei 792(1) 792 * Teng, Jun-Tse 39,212(1) 39,212 * Teng, Wan-Chuan 1,668(1) 1,668 * Ting, Chao-Chih 9,834(1) 9,834 * Ting, Chung-Chin 9,834(1) 9,834 * Ting, Jung-Kung 416(1) 416 * Ting, Kuei-Chang 40(1) 40 * Ting, Lin Hsiu-Ying 346(1) 346 * Tsai Wang, Su-Yen 386(1) 386 * Tsai, Chao-Chia 2,084(1) 2,084 * Tsai, Chao-Ming 946(1) 946 * Tsai, Cheng-Chung 68(1) 68 * Tsai, Cheng-Feng 68(1) 68 * Tsai, Chi-An 1,460(1) 1,460 * Tsai, Chin-Hsia 228(1) 228 * Tsai, Chin-Lung 138(1) 138 * Tsai, Chi-Tzu 346(1) 346 * Tsai, Cho-Liang 6,908(1) 6,908 *
51 53
PERCENT OF OUT- NUMBER OF STANDING SHARES NUMBER OF SHARES BENEFICIALLY SHARES BEING TO BE OWNED OWNED OFFERED BY UPON PRIOR TO THE SELLING COMPLETION NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING --------------------------- ------------- ------------ ----------- Tsai, Chun-Chen 12,422(1) 12,422 * Tsai, Dai-Hwa 138(1) 138 * Tsai, Dun-Huang 1,292(1) 1,292 * Tsai, Hsien-Chin 1,292(1) 1,292 * Tsai, Hsin-Yi 34(1) 34 * Tsai, Hsin-Yi 346(1) 346 * Tsai, Hsiu Mien 696(1) 696 * Tsai, Hsu-Jung 696(1) 696 * Tsai, Jen-Huang 192(1) 192 * Tsai, Jin-Mei 346(1) 346 * Tsai, Li Hsiu-Yu 708(1) 708 * Tsai, Li-Hua 48(1) 48 * Tsai, Li-Hua 68(1) 68 * Tsai, Li-Jung 416(1) 416 * Tsai, Li-Ling 164(1) 164 * Tsai, Li-Mei 520(1) 520 * Tsai, Lung-Yu 346(1) 346 * Tsai, Mei-Chueh 278(1) 278 * Tsai, Mei-Li 500(1) 500 * Tsai, Meng-Hung 76(1) 76 * Tsai, Ming-Hung 416(1) 416 * Tsai, Ming-Kai 416(1) 416 * Tsai, Pin-Pin 346(1) 346 * Tsai, Shih-Lung 68(1) 68 * Tsai, Shu-Mei 2,588(1) 2,588 * Tsai, Te-Chueh 696(1) 696 * Tsai, Tien-Chung 88(1) 88 * Tsai, Tung-Liang 346(1) 346 * Tsai, Tung-Yin 2,084(1) 2,084 * Tsai, Wang-Lung 1,390(1) 1,390 * Tsai, Yu-Chu 1,292(1) 1,292 * Tsai, Yu-Chu 40(1) 40 * Tsai, Yuh-Yuann 644(1) 644 *
52 54
PERCENT OF OUT- NUMBER OF STANDING SHARES NUMBER OF SHARES BENEFICIALLY SHARES BEING TO BE OWNED OWNED OFFERED BY UPON PRIOR TO THE SELLING COMPLETION NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING --------------------------- ------------- ------------ ----------- Tsan, Chu-Chuan 1,042(1) 1,042 * Tsao, Mei-Chin 68(1) 68 * TSAO, Mei-Yu 68(1) 68 * Tseng, Chien-Min 1,196(1) 1,196 * Tseng, Chun-Hsiang 902(1) 902 * Tseng, Hsiu-Ying 68(1) 68 * Tseng, Huan-Yi 346(1) 346 * Tseng, Jeng-Chia 538(1) 538 * Tseng, Lien-Sen 696(1) 696 * Tseng, Pi-Yu 416(1) 416 * Tseng, Shih-Cheh 3,338(1) 3,338 * Tseng, Wan-Ju 6,456(1) 6,456 * Tseng, Wen-Chih 346(1) 346 * Tseng, Wen-Rong 582(1) 582 * Tseng, Wen-Tsai 318(1) 318 * Tseng, Ya-Hui 652(1) 652 * Tseng, Yen-Chia 1,042(1) 1,042 * Tseng, Yu-Hwa 62(1) 62 * Tseng, Yung-Fu 346(1) 346 * Tseng, Yun-Hsia 3,088(1) 3,088 * Tso, River 82(1) 82 * Tsou, Hsing-Hua 764(1) 764 * Tsu, Chung-Ching 68(1) 68 * Tsuei, I-Ling 138(1) 138 * Tsui, His-Mei 88(1) 88 * Tsung, Shih Ming 820(1) 820 * Tu, Chia-Shu 258(1) 258 * Tu, Chu-Hui 1,292(1) 1,292 * Tu, His-Sheng 10,008(1) 10,008 * Tu, Jui-Jung 76(1) 76 * Tu, Tsu-Han 346(1) 346 * Tu, Yu-Lung 346(1) 346 * Tung, Chuan-Chun 346(1) 346 *
53 55
PERCENT OF OUT- NUMBER OF STANDING SHARES NUMBER OF SHARES BENEFICIALLY SHARES BEING TO BE OWNED OWNED OFFERED BY UPON PRIOR TO THE SELLING COMPLETION NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING --------------------------- ------------- ------------ ----------- Tung, Chun-Jung 332(1) 332 * Tung, Mei-His 696(1) 696 * Tung, Po-Yin 1,940(1) 1,940 * Wan, Tsung-Jwei 10,352(1) 10,352 * Wang Tseng, Pao-Lan 8,348(1) 8,348 * Wang Feng, Li-Chuan 3,880(1) 3,880 * Wang Hung, Kuei-Lan 1,292(1) 1,292 * Wang, Chang-Chung 346(1) 346 * Wang, Chao-Cheng 346(1) 346 * Wang, Chen-An 6(1) 6 * Wang, Cheng-Chih 6,470(1) 6,470 * Wang, Chen-Yu 2,502(1) 2,502 * Wang, Chi-Chu 346(1) 346 * Wang, Chieh-Hsien 14,482(1) 14,482 * Wang, Chien-Cheng 128(1) 128 * Wang, Chien-Jen 164(1) 164 * Wang, Chien-Yi 666(1) 666 * Wang, Chih-Cheng 346(1) 346 * Wang, Chih-Chung 3,476(1) 3,476 * Wang, Chih-Teung 138(1) 138 * Wang, Chi-Lin 206(1) 206 * Wang, Ching-Cheng 346(1) 346 * Wang, Ching-Jen 138(1) 138 * Wang, Ching-Jui 164(1) 164 * Wang, Chuan-Cheng 346(1) 346 * Wang, Chung-Hao 1,738(1) 1,738 * Wang, Chung-Hsiang 1,042(1) 1,042 * Wang, Chung-Yi 39,242(1) 39,242 * Wang, Fu-Chang 430,388(1)(6) 430,388 * Wang, Fu-Lien 97,940(1) 97,940 * Wang, Han-Chung 1,292(1) 1,292 * Wang, Ho 2,502(1) 2,502 * Wang, Hsien-Hui 68(1) 68 *
54 56
PERCENT OF OUT- NUMBER OF STANDING SHARES NUMBER OF SHARES BENEFICIALLY SHARES BEING TO BE OWNED OWNED OFFERED BY UPON PRIOR TO THE SELLING COMPLETION NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING --------------------------- ------------- ------------ ----------- Wang, Hsiu-Chih 53,208(1) 53,208 * Wang, Hsiu-Ling 696(1) 696 * Wang, Hsueh-Chu 2,588(1) 2,588 * Wang, Hui-Chuan 68(1) 68 * Wang, Hui-Min 386(1) 386 * Wang, Hung-Fa 2,108(1) 2,108 * Wang, Hung-Hsiang 1,320(1) 1,320 * Wang, Hung-Min 902(1) 902 * Wang, I-Hsin 1,084(1) 1,084 * Wang, Jeff 4,938(1) 4,938 * Wang, Jen-Hui 250(1) 250 * Wang, Kuang-Ming 644(1) 644 * Wang, Kuo-Chang 40(1) 40 * Wang, Liao Chih-Ying 138(1) 138 * Wang, Li-Chuan 834(1) 834 * Wang, Lien-Te 1,084(1) 1,084 * Wang, Lin Yu-Chao 696(1) 696 * Wang, Lin-Wen 346(1) 346 * Wang, Li-Wen 250(1) 250 * Wang, Li-Yu 192(1) 192 * Wang, Li-Yueh 2,142(1) 2,142 * Wang, Mei-Fen 834(1) 834 * Wang, Mei-Hu 346(1) 346 * Wang, Mei-Li 708(1) 708 * Wang, Mike 774(1) 774 * Wang, Ming-Chia 3,092(1) 3,092 * Wang, Ming-Te 644(1) 644 * Wang, Min-Tzu 3,826(1) 3,826 * Wang, Pi-Chieh 7,486(1) 7,486 * Wang, Pin-Dun 5,402(1) 5,402 * Wang, Pin-Sang 29,708(1) 29,708 * Wang, Pin-Yuan 346(1) 346 * Wang, Pon-Chuey 68(1) 68 *
55 57
PERCENT OF OUT- NUMBER OF STANDING SHARES NUMBER OF SHARES BENEFICIALLY SHARES BEING TO BE OWNED OWNED OFFERED BY UPON PRIOR TO THE SELLING COMPLETION NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING --------------------------- ------------- ------------ ----------- Wang, Shih-Lin 164(1) 164 * Wang, Shih-Wei 556(1) 556 * Wang, Shu-Chun 644(1) 644 * Wang, Shui-Yen 278(1) 278 * Wang, Shu-Ling 138(1) 138 * Wang, Shun-Ying 1,292(1) 1,292 * Wang, Shy-Jge 20,346(1) 20,346 * Wang, Song-Nan 110,284(1) 110,284 * Wang, Su-Kuei 1,940(1) 1,940 * Wang, Sung-Mao 5,352(1) 5,352 * Wang, Sung-Shan 3,322(1) 3,322 * Wang, Te-Chuan 1,480(1) 1,480 * Wang, Te-Heng 1,480(1) 1,480 * Wang, Tsan-Ming 49,686(1) 49,686 * Wang, Wei-Chieh 6,470(1) 6,470 * Wang, Wei-Ching 6,210(1) 6,210 * Wang, Wei-Jen 6,340(1) 6,340 * Wang, Wei-Jen 1,390(1) 1,390 * Wang, Wen-Yuan 68(1) 68 * Wang, Ying-Chao 1,042(1) 1,042 * Wang, Ying-Chun 346(1) 346 * Wang, Ying-Ming 138(1) 138 * Wang, Yi-Ping 332(1) 332 * Wang, Yu-Chen 2,070(1) 2,070 * Wang, Yu-Chih 2,070(1) 2,070 * Wang, Yu-Chu 138(1) 138 * Wang, Yung-Chin 1,668(1) 1,668 * Wang, Yung-Sung 696(1) 696 * Wang, Yu-Pan 2,198(1) 2,198 * Wang, Yu-Sheng 2,070(1) 2,070 * Wei, Guor-Tzo 1,940(1) 1,940 * Wei, Su-Chen 82(1) 82 * Wen, Hsiu-Chin 11,054(1) 11,054 *
56 58
PERCENT OF OUT- NUMBER OF STANDING SHARES NUMBER OF SHARES BENEFICIALLY SHARES BEING TO BE OWNED OWNED OFFERED BY UPON PRIOR TO THE SELLING COMPLETION NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING --------------------------- ------------- ------------ ----------- Wen, Juei-Kuei 1,988(1) 1,988 * Wen, Kuo-Tsung 1,856(1) 1,856 * Wen, Wen-Kun 624(1) 624 * Wen, Yung-Tsung 2,962(1) 2,962 * Weng Lin, Chiu-Jung 346(1) 346 * Weng Lin, Hong-Sen 696(1) 696 * Weng, Chao-Wei 696(1) 696 * Weng, Cheng-Te 346(1) 346 * Weng, Kuan-Wen 2,198(1) 2,198 * Weng, Su-Chen 644(1) 644 * Worm, Francois Henri 122,332(2) 122,332 * Wu Hung, Su-Fen 9,850(1) 9,850 * Wu Lan, Mei-Ling 1,292(1) 1,292 * Wu Lin, Li-Huei 2,502(1) 2,502 * Wu Wang, Su-Tze 346(1) 346 * Wu, Chang-Ming 346(1) 346 * Wu, Chao-0 346(1) 346 * Wu, Chao-Feng 628(1) 628 * Wu, Cheng-Che 332(1) 332 * Wu, Cheng-Che 278(1) 278 * Wu, Cheng-Hsiung 346(1) 346 * Wu, Chia-Ching 158(1) 158 * Wu, Chih-Chang 258(1) 258 * Wu, Ching-Hsiu 1,946(1) 1,946 * Wu, Ching-Wai 1,946(1) 1,946 * Wu, Ching-Wen 2,070(1) 2,070 * Wu, Chin-Yu 332(1) 332 * Wu, Chi-Yi 696(1) 696 * Wu, Chi-Yu 3,476(1) 3,476 * Wu, Chun-Lin 2,252(1) 2,252 * Wu, Chun-Yen 346(1) 346 * Wu, Feng-Yang 346(1) 346 * Wu, Fong-Yu 332(1) 332 * Wu, Hsien-Tang 298(1) 298 *
57 59
PERCENT OF OUT- NUMBER OF STANDING SHARES NUMBER OF SHARES BENEFICIALLY SHARES BEING TO BE OWNED OWNED OFFERED BY UPON PRIOR TO THE SELLING COMPLETION NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING --------------------------- ------------- ------------ ----------- Wu, Hui-Li 206(1) 206 * Wu, Jih 1,292(1) 1,292 * Wu, Jung-Pin 346(1) 346 * Wu, Jyh-Wei 514(1) 514 * Wu, King-Chin 1,320(1) 1,320 * Wu, Kuei-Chen 644(1) 644 * Wu, Kun-Long 2,084(1) 2,084 * Wu, Kun-Tsung 2,670(1) 2,670 * Wu, Lie-Hwa 346(1) 346 * Wu, Mei-Hui 5,102(1) 5,102 * Wu, Meng-Hsia 346(1) 346 * Wu, Ruey-Ren 644(1) 644 * Wu, Sen-Yuan 346(1) 346 * Wu, Shui-Chih 2,232(1) 2,232 * Wu, Sing-Yu 68(1) 68 * Wu, Siu-Chen 206(1) 206 * Wu, Su-Hui 6(1) 6 * Wu, Sze-Ying 346(1) 346 * Wu, Tsui-O 834(1) 834 * Wu, Wan-Ching 644(1) 644 * Wu, Wen-Tou 12,940(1) 12,940 * Wu, Whang-Long 834(1) 834 * Wu, Yi-Fang 206(1) 206 * Wu, Yi-Lun 346(1) 346 * Wu, Yueh-Chu 2,506(1) 2,506 * Wu, Yu-Huei 1,390(1) 1,390 * Wu, Yu-Hui 278(1) 278 * Wu, Yu-Pin 332(1) 332 * Wu, Yu-Yuan 696(1) 696 * Xhang, Wen-Long 8,962(1) 8,962 * Yang Hsu, Ho-Mei 346(1) 346 * Yang, Anna 346(1) 346 * Yang, Chia-Li 5,634(1) 5,634 *
58 60
PERCENT OF OUT- NUMBER OF STANDING SHARES NUMBER OF SHARES BENEFICIALLY SHARES BEING TO BE OWNED OWNED OFFERED BY UPON PRIOR TO THE SELLING COMPLETION NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING --------------------------- ------------- ------------ ----------- Yang, Chi-Jen 8,992(1) 8,992 * Yang, Ching-Wen 696(1) 696 * Yang, Chin-Shan 9,706(1) 9,706 * Yang, Chun-Kuai 548(1) 548 * Yang, Chyan 346(1) 346 * Yang, Fu-Lang 5,952(1) 5,952 * Yang, Hsin-Juan 696(1) 696 * Yang, Hsiu-Ling 1,292(1) 1,292 * Yang, Hsiu-Nan 278(1) 278 * Yang, Hsiu-Pao 206(1) 206 * Yang, Huei-Min 416(1) 416 * Yang, Huey-Wen 764(1) 764 * Yang, Hui-Chen 682(1) 682 * Yang, Jeff 680(1) 680 * Yang, Jin-Dan 250(1) 250 * Yang, Jin-Yu 3,494(1) 3,494 * Yang, Jui-Chih 1,292(1) 1,292 * Yang, Liu-Tsun 1,906(1) 1,906 * Yang, Long-Sang 62(1) 62 * Yang, Mei-Chiao 164(1) 164 * Yang, Mei-Chu 206(1) 206 * Yang, Ming-Hua 346(1) 346 * Yang, Ming-Huang 3,004(1) 3,004 * Yang, Ming-Hui 8,444(1) 8,444 * Yang, Ming-Ling 3,234(1) 3,234 * Yang, Ming-Song 3,234(1) 3,234 * Yang, Pern 696(1) 696 * Yang, Ping-Yen 416(1) 416 * Yang, Ruby 68(1) 68 * Yang, Shih-Hsien 500(1) 500 * Yang, Shih-Hsiu 138(1) 138 * Yang, Shiu-Yu 250(1) 250 * Yang, Shu-Hui 128(1) 128 *
59 61
PERCENT OF OUT- NUMBER OF STANDING SHARES NUMBER OF SHARES BENEFICIALLY SHARES BEING TO BE OWNED OWNED OFFERED BY UPON PRIOR TO THE SELLING COMPLETION NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING --------------------------- ------------- ------------ ----------- Yang, Su-Hui 696(1) 696 * Yang, Su-Yueh 416(1) 416 * Yang, Tsu-Yu 346(1) 346 * Yang, Tu 346(1) 346 * Yao, Chih-Hung 644(1) 644 * Yeh, Cheng Chun 250(1) 250 * Yeh, Chia-Lin 1,668(1) 1,668 * Yeh, Chiu-Chu 346(1) 346 * Yeh, Chiung-Hsieh 696(1) 696 * Yeh, Fa-Cheng 644(1) 644 * Yeh, Feng-Li 416(1) 416 * Yeh, Heng-Chung 2,084(1) 2,084 * Yeh, I-Hsun 644(1) 644 * Yeh, Jui-Chen 1,530(1) 1,530 * Yeh, Jui-Hua 298(1) 298 * Yeh, Lee-Jun 1,042(1) 1,042 * Yeh, Li-Chi 2,170(1) 2,170 * Yeh, Lin Mei-Chin 3,880(1) 3,880 * Yeh, Mei-Hui 696(1) 696 * Yeh, Mei-Jung 346(1) 346 * Yeh, Ting-Yin 278(1) 278 * Yeh, Ts-Yuan 62(1) 62 * Yeh, Wan-Fei 206(1) 206 * Yen Shen, Hsiu-Bao 834(1) 834 * Yen, Ching-Shiang 346(1) 346 * Yen, Hung 1,390(1) 1,390 * Yen, Ken 6,956(1) 6,956 * Yen, Meng-Huei 68(1) 68 * Yen, Ming-Hsiang 696(1) 696 * Yen, Pei-Chu 82(1) 82 * Yen, Shih-Kun 696(1) 696 * Yen, Ya-Nan 206(1) 206 * Yen, Yung-Hsin 68(1) 68 *
60 62
PERCENT OF OUT- NUMBER OF STANDING SHARES NUMBER OF SHARES BENEFICIALLY SHARES BEING TO BE OWNED OWNED OFFERED BY UPON PRIOR TO THE SELLING COMPLETION NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING --------------------------- ------------- ------------ ----------- Yih, Liou-Jan 68(1) 68 * Yin, Ko-Sui 644(1) 644 * Ying, Chieh-Yi 1,554(1) 1,554 * Ying, Pai-Shin 486(1) 486 * Yu, Cheng-Hsiung 346(1) 346 * Yu, Chin-Hui 346(1) 346 * Yu, Chiu-Jung 2,588(1) 2,588 * Yu, Chiu-Tsun 2,588(1) 2,588 * Yu, Chun-Ming 206(1) 206 * Yu, Chu-Wen 3,880(1) 3,880 * Yu, Hsiu-Mei 14,694(1) 14,694 * Yu, Huan-Tsai 10,854(1) 10,854 * Yu, Hung-Tao 624(1) 624 * Yu, Ming-Chieh 5,952(1) 5,952 * Yu, Su-Chen 2,084(1) 2,084 * Yu, Su-Fei 416(1) 416 * Yu, Wen-Kuan 1,390(1) 1,390 * Yu, Ya-Ying 68(1) 68 * Yu, Yu-Cheng 696(1) 696 * Yu, Yu-Hung 644(1) 644 * Yu, Yu-Tong 644(1) 644 * Yuan Chu Corp. 6,470(1) 6,470 * Yuang, Rong-Heng 1,042(1) 1,042 * Yueh, Ching-Chuan 2,084(1) 2,084 * Zien, Hwa-Kune 1,390(1) 1,390 *
---------- * Less than 1%. (1) These shares were issued in connection with MRV's acquisition of approximately 97% of the outstanding shares of Fiber Optics Communications, Inc. ("FOCI"), a Taiwan corporation. Approximately 20.8% of the shares listed in the table for each of these stockholders have been placed in escrow (the "Escrowed Shares") to secure indemnification obligations incurred by the FOCI shareholders in connection with that acquisition. Up to all of the Escrowed Shares may be returned to MRV to satisfy MRV's claims for indemnification. Any Escrowed Shares that are not 61 63 required to satisfy MRV's indemnity claims are to be released from the escrow in April 2002. The shares issued in connection with the acquisition are being offered by this prospectus. (2) These shares were issued in connection with MRV's acquisition of the outstanding capital stock of Creative Electronic Systems SA (CES) from these selling stockholders. Of the 122,333 MRV shares issued to each of Messrs. Bell, Haegi and Worm, approximately 66,667 shares from each of Messrs. Bell, Haegi and Worm have been placed in escrow and are subject to a repurchase options at $0.01 per share in favor of MRV. This repurchase option expires as to 8,334 of the shares subject to it for each of Messrs. Bell, Haegi and Worm on October 8, 2000 and as to 2.08333% of the shares subject to it each month thereafter. MRV may exercise the repurchase option in the event it terminates Messrs. Bell, Haegi or Worm for "justifiable cause" within the meaning of Swiss law. The shares are not transferable while and to the extent subject to the repurchase option. Further, the first 23,450 shares of Messrs. Bell, Haegi and Worm as to which the repurchase option expires are to remain in escrow to secure indemnification obligations incurred by them in connection with MRV's acquisition of CES. Up to all of the escrowed shares may be returned to MRV to satisfy MRV's claims for indemnification. Any escrowed shares that are not required to satisfy MRV's indemnity claims are to be released from the escrow and may thereafter be transferred in May 2003. (3) These shares were issued in connection with MRV's investment in Optical Crossing, Inc., one of MRV's partner companies. At June 1, 2000, MRV owned approximately 86% of the outstanding capital stock of this partner company. In connection with this investment, MRV agreed to make up any difference between $2,000,000 and the sum of the net proceeds received from the sale of these shares by this selling stockholder. If the number of shares of MRV's common stock that MRV has registered for Optical Crossing is less than the actual number required in order to satisfy its obligation to Optical Crossing, MRV will issue additional shares to Optical Crossing and thereafter file a new registration statement to register the additional shares. (4) These shares were issued in connection with MRV's investment in RedC Optical Networks, Inc., another of MRV's partner companies. At June 1, 2000, MRV owned approximately 55% of the outstanding capital stock of this partner company. In connection with this investment, MRV agreed to make up any difference between $5,000,000 and the sum of the proceeds received from the sale of these shares by the selling stockholder. If the number of shares of MRV's common stock that MRV has registered for RedC Optical Networks is less than the actual number required in order to satisfy its obligation to RedC Optical Networks, MRV will issue additional shares to Red C Optical Networks and thereafter file a new registration statement to register the additional shares. (5) These shares were issued to Reuben Sivan in connection with MRV's acquisition of the outstanding capital stock of Multiport Corp. from this selling stockholder. Of the 30,000 shares issued to Mr. Sivan, 15,000 shares are subject to a repurchase option at $0.01 per share in favor of MRV if Mr. Silvan ceases to be employed by a specified subsidiary of MRV. This repurchase option expires as to one-third of the shares on April 11, 2001 and as to 2.7777% of the shares each month thereafter. These shares are not transferable (except to certain family members or a trust for their benefit) while and to the extent subject to the repurchase option. As to the remaining 15,000 shares, as part of this acquisition MRV agreed to issue to Mr. Sivan the greater of (a) 15,000 shares of its common stock, or (b) that number of shares of its common stock, which has a Fair Market Value equal to $1,000,000. For purposes that agreement, "Fair Market Value" is defined to mean the average closing price of the MRV's common stock on the Nasdaq National Market for the five trading days immediately preceding the date that this selling stockholder gives a notice to MRV during the period prior to October 9, 2000 to deliver the shares to which this selling stockholder is entitled, or the five trading days immediately preceding October 9, 2000. If the number of shares of MRV's common stock that MRV has registered for Mr. Sivan is less than the actual number required in order to satisfy its obligation to him, MRV will issue additional shares to him and thereafter file a new registration statement to register the additional shares. (6) Includes 2,628 shares that represent an aggregation of fractional shares issued by MRV in connection with the acquisition of the FOCI common stock. Mr. Wang has agreed to sell these shares for the account of the selling stockholders entitled to them and to distribute the proceeds proportionately. 62 64 The information concerning the selling stockholders may change from time to time and will be set forth in supplements to this prospectus as required. MRV is paying all expenses incident to the registration of the offer and sale of the shares of common stock to the public pursuant to this prospectus other than selling commissions and fees. Except as noted above, none of the selling stockholders has had any material relationship with MRV during the past three years. 63 65 PLAN OF DISTRIBUTION The distribution of the shares by the selling stockholders may be effected from time to time in one or more transactions (which may involve block transactions), in special offerings, exchange distributions and/or secondary distributions, in negotiated transactions, in settlement of short sales of common stock, or a combination or such methods of sale, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. Such transactions may be effected on the over-the-counter market or privately. The selling stockholders may effect such transactions by selling the shares to or through broker-dealers, and such broker-dealers may receive compensation in the form of underwriting discounts, concessions or commissions from the selling stockholders for whom they may act as agent (which compensation may be in excess of customary commissions). Without limiting the foregoing, such brokers may act as dealers by purchasing any and all of the shares covered by this prospectus either as agents for others or as principals for their own accounts and reselling such securities pursuant to this prospectus. The selling stockholders and any broker-dealers or other persons acting on the behalf of parties that participate with such selling stockholders in the distribution of the shares may be deemed to be underwriters and any commissions received or profit realized by them on the resale of the shares may be deemed to be underwriting discounts and commissions under the Securities Act of 1933. As of the date of this prospectus, MRV is not aware of any agreement, arrangement or understanding between any broker or dealer and the selling stockholders with respect to the offer or sale of the shares pursuant to this prospectus. At the time that any particular offering of shares is made, to the extent required by the Securities Act, a prospectus supplement will be distributed, setting forth the terms of the offering, including the aggregate number of shares being offered, the names of any underwriters, dealers or agents, any discounts, commissions and other items constituting compensation from the selling stockholders and any discounts, commissions or concessions allowed or reallowed or paid to dealers. Selling stockholders may also sell their shares pursuant to Rule 144 promulgated under the Securities Act. Each of the selling stockholders may from time to time pledge the shares owned by it to secure margin or other loans made to such selling stockholder. Thus, the person or entity receiving the pledge of any of the shares may sell them, in a foreclosure sale or otherwise, in the same manner as described above for such selling stockholder. MRV will not receive any of the proceeds from any sale of the shares by the selling stockholders offered hereby. 64 66 LEGAL MATTERS The validity of the common stock offered hereby has been passed upon for MRV by Kirkpatrick & Lockhart LLP, Beverly Hills, California. EXPERTS The financial statements and schedules of MRV Communications, Inc. on Form 10-K for the year ended December 31, 1999, incorporated by reference in this prospectus have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their reports with respect thereto, and are included herein in reliance upon the authority or said firm as experts in accounting and auditing in giving said reports. 65 67 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The following table sets forth the costs and expenses payable by the Registrant in connection with the sale of the Common Stock being registered hereby, other than underwriting commissions and discounts, all of which are estimated except for the SEC filing fees.
Item Amount ---- ------ SEC registration fee $ 77,148 Printing and engraving expenses 30,000 Legal fees and expenses 30,000 Accounting fees and expenses 5,000 Miscellaneous expenses 7,852 -------- Total $150,000 ========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the Delaware General Corporation Law allows for the indemnification of officers, directors, and other corporate agents in terms sufficiently broad to indemnify such persons under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933, as amended (the "Act"). Article 8 of the Registrant's Certificate of Incorporation and Article IX of the Registrant's Bylaws provide for indemnification of the Registrant's directors, officers, employees, and other agents to the extent and under the circumstances permitted by the Delaware General Corporation Law. The Registrant has also entered into agreements with its directors and executive officers that will require the Registrant, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors to the fullest extent not prohibited by law. II-1 68 ITEM 16. EXHIBITS 4.1 Form of Common Stock certificate (incorporated by reference to Exhibit 4.5 of the Registrant's Registration Statement of Form S-3 (file no. 333-64017). 5 Opinion of Kirkpatrick & Lockhart LLP as to the validity of the securities being registered. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of T.N. Soong & Co. 23.3 Consent of Kirkpatrick & Lockhart LLP (contained in Exhibit 5). 24.1 Power of Attorney (contained on Signature page).* ------------ * Previously filed. II-2 69 ITEM 17. UNDERTAKINGS. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (a) to include any prospectus required by Section 10(a)(3) of the Securities Act; (b) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b), if in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. (c) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement. provided, however, that the undertakings set forth in paragraph (a) and (b) above shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this Registration Statement as of the time it was declared effective. For the purpose of determining any liability under the Securities Act of 1933, each post-effective that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-3 70 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chatsworth, State of California, on the 20th day of July, 2000. MRV COMMUNICATIONS, INC. By: /s/ NOAM LOTAN ---------------------------- Noam Lotan, President and Chief Executive 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/ Noam Lotan --------------------------------- President, Chief Executive Officer (Principal Noam Lotan Executive Officer), and a Director July 20, 2000 /s/ Shlomo Margalit* --------------------------------- Chairman of the Board, Chief Technical Shlomo Margalit Officer, Secretary, and a Director July 20, 2000 /s/ Edmund Glazer Vice President of Finance and --------------------------------- Administration, Chief Financial Officer Edmund Glazer (Principal Financial and Accounting Officer) July 20, 2000 /s/ Igal Shidlovsky* -------------------------------- Igal Shidlovsky Director July 20, 2000 /s/ Guenter Jaensch* -------------------------------- Guenter Jaensch Director July 20, 2000 /s/ Daniel Tsui* -------------------------------- Daniel Tsui Director July 20, 2000 /s/ Baruch Fischer* -------------------------------- Baruch Fischer Director July 20, 2000 *By: /s/ Edmund Glazer ----------------------------- Edmund Glazer Attorney-In-Fact
II-4 71 EXHIBIT INDEX 4.1 Form of Common Stock certificate (incorporated by reference to Exhibit 4.5 of the Registrant's Registration Statement of Form S-3 (file no. 333-64017). 5 Opinion of Kirkpatrick & Lockhart LLP as to the validity of the securities being registered. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of T.N. Soong & Co. 23.3 Consent of Kirkpatrick & Lockhart LLP (contained in Exhibit 5). 24.1 Power of Attorney (contained on Signature page).* ------------ * Previously filed.