-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DX2NZk8Ijuf5WmqaYlrOwkioqHMwAXICMc5WZIK3kTvxcSgYBMzNLtRDP5xEiPnL TcD5GeIgMZzPfRrw2HKa1g== /in/edgar/work/0000950148-00-002121/0000950148-00-002121.txt : 20001016 0000950148-00-002121.hdr.sgml : 20001016 ACCESSION NUMBER: 0000950148-00-002121 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20001013 EFFECTIVENESS DATE: 20001013 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MRV COMMUNICATIONS INC CENTRAL INDEX KEY: 0000887969 STANDARD INDUSTRIAL CLASSIFICATION: [3674 ] IRS NUMBER: 061340090 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-47900 FILM NUMBER: 739670 BUSINESS ADDRESS: STREET 1: 20415 NORDHOFF ST CITY: CHATSWORTH STATE: CA ZIP: 91311 BUSINESS PHONE: 8187730900 MAIL ADDRESS: STREET 1: 20415 NORDHOFF ST CITY: CHATSWORTH STATE: CA ZIP: 91311 S-8 1 v66262s-8.txt FORM S-8 1 As filed with the Securities and Exchange Commission on October 13, 2000 Registration No. 333- _________ SECURITIES AND EXCHANGE COMMISSION Form S-8 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 No.)
20415 Nordhoff Street Chatsworth, California 91311 (818) 773-0900 (818) 773-0906 (Fax) (Address of Principal Executive Offices) 2000 MRV COMMUNICATIONS, INC. STOCK OPTION PLAN FOR EMPLOYEES OF ASTROTERRA CORPORATION. (Full Title of the Plan) Noam Lotan President and Chief Executive Officer 20415 Nordhoff Street Chatsworth, California 91311 (818) 773-0900 (818) 773-0906 (Fax) (Name, Address, 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 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] CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------- Proposed Proposed Maximum Maximum Offering Aggregate Amount of Title of Securities to be Amount to be Price per Offering Registration Registered Registered Share(1) Price(1) Fee - ---------------------------------------------------------------------------------------------------------------- Common Stock, $00017 par value 809,143 shares $3.00 $2,427,429 $640.84 - ----------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(h)(1). 2 PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The documents containing information specified in this Part I are being separately provided to the Registrant's employees, officers, directors and consultants as specified by Rule 428(b)(1). 3 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The documents listed in paragraphs (a) through (c) below are hereby incorporated by reference in this Registration Statement. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), prior to the filing of a post-effective amendment which indicates that all securities offered herein have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereto from the date of filing of such documents. (a) Registrant'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; (b) Registrant's Quarterly Report 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 and Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2000 filed with the SEC on August 14, 2000 on Form 10-Q for the quarter ended June 30,2000 filed with the SEC on August 14, 2000; (c) Registrant's Current Reports on Form 8-K filed with the SEC on May 3, 2000, May 9, 2000 (as amended by its Form 8-K/A filed with the SEC on July 7, 2000), July 27, 2000 (as amended by its Form 8-K/A filed with the SEC on September 22, 2000 and by its Form 8-K/A filed with the SEC on October 5, 2000) and August 4, 2000; (d) The description of the Common Stock contained in Registrant's Registration Statement on Form 8-A filed with the Commission on June 8, 1992, as amended by its Form 8-A/A filed with the Commission on February 24, 1994, including any amendment or report filed for the purpose of updating such description. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. 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. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. II-1 4 ITEM 8. EXHIBITS. Exhibit Numbers - ------- 4.1 2000 MRV Communications, Inc. Stock Option Plan for Employees of AstroTerra Corporation. 4.2 Form of Stock Option Agreement for the 2000 MRV Communications, Inc. Stock Option Plan for Employees of AstroTerra Corporation. 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). ITEM 9. 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 to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the 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. 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 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to 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. Insofar as indemnification by the Registrant for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions referenced in Item 6 of this Registration Statement 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 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 hereunder, 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 and will be governed by the final adjudication of such issue. II-2 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and 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 this 11th day of October, 2000. MRV COMMUNICATIONS, INC. By: /s/ NOAM LOTAN ------------------------------------- Noam Lotan, President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes an appoints Noam Lotan, Shlomo Margalit and Edmund Glazer, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution for him in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. 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 Executive Officer), and Noam Lotan a Director October 11, 2000 /s/ SHLOMO MARGALIT Chairman of the Board, Chief - ----------------------------- Technical Officer, Secretary, and a Shlomo Margalit Director October 11, 2000 Vice President of Finance and /s/ EDMUND GLAZER Administration, Chief Financial - ----------------------------- Officer (Principal Financial Edmund Glazer and Accounting Officer) October 11, 2000 /s/ IGAL SHIDLOVSKY - ----------------------------- Igal Shidlovsky Director October 11, 2000 /s/ GUENTER JAENSCH - ----------------------------- Guenter Jaensch Director October 11, 2000 /s/ DANIEL TSUI - ----------------------------- Daniel Tsui Director October 11, 2000 /s/ BARUCH FISCHER - ----------------------------- Baruch Fischer Director October 11, 2000
II-3 EX-4.1 2 v66262ex4-1.txt EXHIBIT 4.1 1 EXHIBIT 4.1 2000 MRV COMMUNICATIONS, INC. STOCK OPTION PLAN FOR EMPLOYEES OF ASTROTERRA CORPORATION. (AN MRV SUBSIDIARY) 1. PURPOSE. The purpose of the 2000 MRV Communications, Inc. Stock Option Plan for Employees of AstroTerra Corporation. (the "Plan") is to induce key employees of AstroTerra Corporation. ("AstroTerra"), a majority owned subsidiary of MRV Communications, Inc. (the "Company"), to remain in the employ of the Company or of any subsidiary of the Company, to encourage such employees to secure or increase on reasonable terms their stock ownership in the Company and to replace options such employees had or may have had with AstroTerra prior to its acquisition by the Company. The board of directors of the Company believes the Plan will promote continuity of management and increased incentive and personal interest in the welfare of the Company by those who are primarily responsible for shaping and carrying out the long-range plans of AstroTerra and securing its continued growth and financial success. 2. EFFECTIVE DATE OF THE PLAN. The Plan shall become effective on July 12, 2000, the date AstroTerra was acquired by the Company or a subsidiary of the Company. 3. STOCK SUBJECT TO PLAN. The maximum number of common shares that may be issued pursuant to the exercise of options granted under the Plan ("Options") is eight hundred and nine thousand one hundred and forty three (809,143) subject to the adjustments provided in paragraph 13 below. Eight hundred and nine thousand one hundred and forty three (809,143) of the authorized but unissued common shares of the Company will be reserved for issue upon exercise of Options subject to the adjustments provided in paragraph 13 below; provided, however, that the number of such authorized but unissued shares so reserved may from time to time be reduced to the extent that a corresponding amount of issued and outstanding shares have been purchased by the Company and set aside for issue upon the exercise of Options. If any Options shall expire or terminate for any reason without having been exercised in full, the unpurchased shares subject thereto shall again be available for further grants under the Plan. 4. ADMINISTRATION. The Plan shall be administered by the Board of Directors (the "Board") or the Compensation Committee of the Board (the "Compensation Committee") of the Company. The Board or Compensation Committee shall have the sole authority, in its absolute discretion, to determine which of the eligible persons of AstroTerra shall receive Options ("Optionees"), and, subject to the express provisions and restrictions of this Plan, shall have sole authority, in its absolute discretion, to determine the time when Options shall be granted, the terms and conditions of an Option other than those terms and conditions fixed under this Plan, the number of shares which may be issued upon exercise of an Option and the means of payment for such shares, and shall have authority to do everything necessary or appropriate to administer the Plan. All decisions, determinations and interpretations of the Board or Compensation Committee shall be final and binding on all Optionees. 5. ELIGIBILITY. The Board or Compensation Committee, may, in its discretion, grant one or more Options under the Plan to any employee of AstroTerra who is not an officer of the Company or member of the Board or any person who is not an officer of the Company or member of the Board and who performs consulting or other services for AstroTerra, the Company or its affiliated companies and who is designated by the Board as eligible to participate in the Plan. Such Options may be granted to one or more such persons without being granted to other eligible persons, as the Board or Compensation Committee may deem fit. Notwithstanding the provisions of this Section, the Board or Compensation Committee may, in its discretion, grant one or more Options under the Plan to any person not previously employed by AstroTerra as an inducement essential to the individual's entering into an employment contract with AstroTerra. As used in this Plan, "officer of the Company" means the chief executive officer, president, chief financial officer, chief accounting officer, any vice president in charge of a principal business function (such as sales, administration, or finance) and any other person who performs similar policy-making 2 functions for the Company. 6. OPTION PRICE. The option price will be determined by the Board or Compensation Committee at the time the option is granted and may be granted at less than the fair market value of the common shares on the date of grant as shall reasonably be determined by the Board or Compensation Committee. 7. DATE OF OPTION GRANT. An option shall be considered granted on the date the Board or Compensation Committee acts to grant the option, or such date thereafter as the Board or Compensation Committee shall specify. 8. TERM OF PLAN. The board of directors, without approval of the shareholders may terminate the Plan at any time, but no termination shall, without the participant's consent, alter or impair any of the rights under any option theretofore granted to him under the Plan. 9. TERM OF OPTIONS. The term of each option granted under the Plan will be for such period (hereinafter referred to as the "option period") not exceeding ten (10) years as the Board or Compensation Committee shall determine. Each option shall be subject to earlier termination as described under "exercise of options." 10. EXERCISE OF OPTIONS. Each option granted under the Plan will be exercisable on such date or dates and during such period and for such number of shares as shall be determined pursuant to the provisions of the option agreement evidencing such option. Subject to the express provisions of the Plan, the Board or Compensation Committee shall have complete authority, in its discretion, to determine the extent, if any, and the conditions under which an option may be exercised in the event of the death of the participant or in the event the participant leaves the employ of the Company or has his or her employment terminated by the Company. An option may be exercised, by (a) written notice of intent to exercise the option with respect to a specified number of shares of stock, and (b) payment to the Company of the amount of the option purchase price for the number of shares of stock with respect to which the option is then exercised. 11. NONTRANSFERABILITY. Options under the Plan are not transferable otherwise than by will or the laws of descent or distribution, and may be exercised during the lifetime of a participant only by such participant. 12. AGREEMENTS. Options granted pursuant to the Plan shall be evidenced by stock option agreements in such form as the Board or Compensation Committee shall from time to time adopt. 13. SALE OR REORGANIZATION OF COMPANY. Upon the consummation of a transaction: (i) that by its terms offers to all or substantially all of the stockholders of the Company an opportunity to receive cash or securities (whether debt, equity or other and whether issued by the Company or a third party) in exchange for all or a portion of their shares of common stock of the Company, provided, however, a sale of the Company shall not be considered to have occurred as a result of the pro rata distribution by the Company to its stockholders of capital stock of any of its subsidiaries; (ii) in which the stockholders of the Company approve a plan of complete dissolution or liquidation of the Company; or (iii) that involves the sale of all or substantially all of the Company's property or a sale of more than eighty percent (80%) of the then outstanding stock of the Company to another corporation (each transaction a "Sale"), the Board may, without limitation and in its sole and absolute discretion, do any, or any combination, of the following: a. declare that the time period relating to the exercise of any Stock Option shall accelerate and become exercisable; b. declare that the value of all or some of the outstanding Options shall, to the extent determined by the Board at or after grant, be cashed out by a payment of cash or other property, as the Board may determine, on the basis of the "Sale Price" (as defined in below) as of the date the Sale occurs or such other date as the Board may determine prior to the Sale; 2 3 c. permit a successor corporation, if applicable, pursuant to a written agreement signed by the parties, to substitute equivalent Options or provide substantially similar consideration to Optionees as was or will be provided to stockholders of the Company after making any appropriate adjustment as such parties deem necessary or appropriate for restrictions attaching to such Options, including, but not limited to, vesting and exercise price; or d. declare that any unexercised Options issued hereunder (or any unexercised portion thereof) shall terminate and cease to be effective. For purposes of this Section 13, "Sale Price" means the higher of (i) the highest price per share paid in any transaction related to a Sale of the Company or (ii) the highest price per share paid in any transaction reported on the exchange or national market system on which the Common Stock is listed, at any time during the preceding sixty (60) day period as determined by the Board. An Optionee's individual stock option agreement may, but is not required to, provide what occurs upon a Sale. To the extent an Optionee's individual stock option agreement determines what occurs upon a Sale, the terms of such stock option agreement shall be dispositive in the event of a Sale; provided that if the terms of such Optionee's individual stock option agreement, together with the terms of any other stock option agreement granted hereunder, pertaining to what occurs upon a Sale would materially impair an acquiror's ability to use the "pooling of interests" accounting method to account for the acquisition, as described in the immediately preceding paragraph, then the Board shall have, in its sole and absolute discretion, the right to modify (to the least extent possible and still permit the acquiror to use "pooling of interests") the terms of the stock option agreement, solely with respect to those terms pertaining to what occurs upon a Sale. Notwithstanding the foregoing, in the event that any such agreement shall be terminated without consummating the disposition of said stock or assets: (i) any unexercised non-vested installments that had become exercisable solely by reason of the provision of Section 13 shall again become non-vested and unexercisable as of said termination of such agreement, and (ii) the exercise of any option that had become exercisable solely by reason of this Section 8(b) shall be deemed ineffective and such installments shall again become non-vested and unexercisable as of said agreement of such agreement 14. ADJUSTMENT OF NUMBER OF SHARES. In the event that a dividend shall be declared upon the common shares of the Company payable in common shares of the Company the number of common shares then subject to any such option and the number of shares reserved for issuance pursuant to the Plan but not yet covered by an option, shall be adjusted by adding to each such share the number of shares which would be distributable thereon if such share had been outstanding on the date fixed for determining the shareholders entitled to receive such stock dividend. In the event that the outstanding common shares of the Company shall be changed into or exchanged for a different number or kind of shares of stock or other securities of the Company or of another corporation, whether through reorganization, recapitalization, stock split-up, combination of shares, merger or consolidation, then there shall be substituted for each common share reserved for issuance pursuant to the Plan, the number and kind of shares of stock or other securities into which each outstanding common share shall be so changed or for which each such share shall be exchanged. In the event there shall be any change, other than as specified above in this paragraph in the number or kind of outstanding common shares of the Company or of any stock or other securities into which such common shares shall have been changed or for which it shall have been exchanged, then if the Board or Compensation Committee shall in sole discretion determine that such change equitably requires an adjustment in the number or kind of shares theretofore reserved for issuance pursuant to the Plan, but not yet covered by an option and of the shares 3 4 then subject to an option or options, such adjustment may be made by the Board or Compensation Committee and shall be effective and binding for all purposes of the Plan and of each stock option agreement. The option price in each stock option agreement for each share of stock or other securities substituted or adjusted as provided for in this paragraph shall be determined by dividing the option price in such agreement for each share prior to such substitution or adjustment by the number of shares or the fraction of a share substituted for such share or to which such share shall have been adjusted. No adjustment or substitution provided for in this paragraph shall require the Company in any stock option agreement to sell a fractional share, and the total substitution or adjustment with respect to each stock option agreement shall be limited accordingly. 15. AMENDMENTS. The board of directors, without approval of the shareholders, may from time to time amend the Plan in such respects as the board may deem advisable. No amendment shall, without the participant's consent, alter or impair any of the rights or obligations under any option theretofore granted to him under the Plan. IN WITNESS WHEREOF, the Board of Directors of the Company has adopted this Plan as of the 12th day of July, 2000. MRV COMMUNICATIONS, INC. By: ------------------------------------- Edmund Glazer Its: Vice President of Finance and Administration and Chief Financial Officer 4 EX-4.2 3 v66262ex4-2.txt EXHIBIT 4.2 1 EXHIBIT 4.2 STOCK OPTION AGREEMENT This agreement, dated as of the 12th day of July 2000 by and between MRV Communications, Inc., a Delaware corporation (hereinafter called the "Company"), party of the first part, and _____________________________________ (hereinafter called "optionee"), a party of the second part; WITNESSETH Whereas, the Company has adopted the "the 2000 MRV Communications, Inc. Stock Option Plan for Employees of AstroTerra Corporation." (the "Plan") to permit options to be granted to certain employees of the Company and its subsidiaries, including AstroTerra Corporation ("AstroTerra") to purchase common shares of the Company; and Whereas, the optionee is employed by the employer corporation in a key capacity, and the Company desires him or her to remain in such employ, to secure or increase his or her stock ownership in the Company in order to increase his or her incentive and personal interest in the welfare of the employer corporation and to replace options such employee had or may have had with AstroTerra prior to its acquisition by the Company; Now, therefore, in consideration of the premises and of the covenants and agreements herein set forth, the parties hereby mutually covenant and agree as follows: 1. Subject to the terms and conditions set forth herein, the Company grants to the optionee the option to purchase from the Company all or any part of an aggregate amount of _________ common shares of the Company authorized and unissued or, at the option of the Company, treasury stock if available (hereinafter, the "optioned shares"). 2. The price per share (the "option price") to be paid for the optioned shares shall be three United States dollars (US$3.00) per share. The Option Price shall be paid in United States dollars. 3. Subject to the provisions of paragraphs four (4) and six (6) hereof, the options shall vest over a four year period commencing on July 12, 2000 with 25% of the options vesting on July 12, 2001 and 2.08333% of the remaining options vesting at the end of each month commencing on August 12, 2001 and ending as provided in paragraph 6 below. Optionee acknowledges that he or she understands he or she has no right whatsoever to exercise the option granted hereunder with respect to any optioned shares covered by any installment until such installment accrues as provided above and that all unaccrued installments shall cease to accrue on the date of termination of optionee's employment, consulting or other arrangement with ASTROTERRA, the Company or its affiliated companies (the "employer corporation"). 4. The option herein granted may be exercised only by written notice of intent to exercise the option, served upon the secretary of the Company at its offices at 20415 Nordhoff Street, Chatsworth, California 91311 specifying the number of shares in respect of which the option is being exercised, accompanied by payment for such shares in cash or by certified check or bank draft to the order of the Company. Such shares, upon payment of the purchase price, shall be fully paid and nonassessable. 5. The option herein granted shall not be transferable by the optionee otherwise than by will or the laws of descent and distribution, and may be exercised during the life of the optionee only by the optionee. 6. The option granted hereunder shall expire and become unexercisable on or before the earliest of the following dates, whichever is applicable: (i) May 31, 2006; (ii) the date of the optionee's termination of employment from the employer corporation for any reason other than death or disability; or (iii) the date that is one year following the optionee's termination of employment from the employer corporation by reason of his or her death, or by reason of his or her disability, whichever is applicable. 7. If any of the events specified in paragraph 14 of the Plan occur, the adjustments in optioned shares and 2 option price therein provided shall be made. 8. As to all optioned shares (or any stock issued as a stock dividend thereon or any securities issued in lieu thereof or in substitution therefor), purchased by the optionee or his personal representative upon the exercise of any portion of the option herein granted, the Board or Compensation Committee, in its sole discretion, may require that the optionee or his or her personal representative, as the case may be, agree to any of the following conditions: (a) That they sign an investment letter to the effect that they are taking said shares for investment and not for resale. (b) That they will comply with such restrictions as may be necessary to satisfy the requirements of the United States Securities Act of 1933. 9. The optionee shall not be deemed for any purposes to be a shareholder of the Company with respect to any of the optioned shares except to the extent that the option herein granted shall have been exercised with respect thereto and a stock certificate issued therefor. Optionee acknowledges and agrees that this option supersedes and replaces any options optionee had or may have had with AstroTerra or any of its affiliated corporations prior to AstroTerra's acquisition by the Company. 10. The existence of the option evidence hereby shall not affect in any way the right or power of the Company or its shareholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the common stock of the Company or the rights thereof, or dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise. 11. As a condition of the granting of the option herein granted, the optionee agrees, for himself or herself and his or her personal representatives, that any dispute or disagreement which may arise under or as a result of or pursuant to this agreement shall be resolved by the Board of Directors of the Company or the Compensation Committee thereof in its sole discretion, and that any interpretation by the Board or committee of any term of this agreement shall be final, binding and conclusive. 12. If, at any time, the Board or Compensation Committee shall determine, in its discretion, that the listing, registration or qualification of the shares covered by the option upon any securities exchange or under any state or federal law is necessary or desirable as a condition of or in connection with the purchase of shares thereunder, the option may not be exercised, in whole or in part, unless and until such listing, registration or qualification shall have been effected free of any conditions not acceptable to the Board or Compensation Committee. 13. Nothing in this agreement shall be construed to confer upon the optionee any right to continued employment with the employer corporation or to restrict in any way the right of the employer corporation to terminate his or her employment. Optionee acknowledges that in the absence of an express written employment agreement to the contrary, the employer corporation may terminate optionee's employment with the employer corporation at any time, with or without cause. Optionee acknowledges that the option evidenced hereby is being granted to encourage such optionee to secure or increase on reasonable terms his or her stock ownership in the Company. 14. This Agreement hereby incorporates by reference the Plan and all of the terms and conditions of the Plan as heretofore amended and as the same may be amended from time to time hereafter in accordance with the terms thereof, but no such subsequent amendment shall adversely affect the Optionee's rights under this Agreement and the Plan except as may be required by applicable law. 2 3 IN WITNESS WHEREOF, the Company has caused this instrument to be exercised by its duly authorized officers, the optionee has hereunto affixed his or her hand. MRV COMMUNICATIONS, INC. By: ------------------------------------- ----------------------------------- Its: ------------------------------------ ------------------------ Optionee 3 EX-5 4 v66262ex5.txt EXHIBIT 5 1 Exhibit 5 October 10, 2000 MRV Communications, Inc. 8943 Fullbright Avenue Chatsworth, CA 91311 Re: MRV Communications, Inc. Registration Statement on Form S-8 809,143 shares issuable upon exercise of options granted to employees of AstroTerra Corporation Dear Sirs: We are counsel to MRV Communications, Inc. a Delaware corporation (the "Company"). We have assisted the Company in its preparation of a Registration Statement (the "Registration Statement") on Form S-8 under the Securities Act of 1933, as amended (the "Securities Act"), registering 809,143 shares of common stock issuable upon exercise of options granted to employees of AstroTerra Corporation(the "AstroTerra Options") under the 2000 MRV Communications, Inc. Stock Option Plan for Employees of AstroTerra Corporation. In rendering this opinion, we have considered such questions of law and examined such statutes and regulations, corporate records, certificates and other documents and have made such other examinations, searches and investigations as we have considered necessary. In such examination we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as certified or as photocopies or telecopies. We have not made an independent examination of the laws of any jurisdiction other than California and Delaware and the Federal Law of the United States and we do not express or imply any opinions in respect to the laws of any other jurisdiction. The opinions expressed herein are based on legislation and regulations in effect on the date hereof. Based on and subject to the foregoing we are of the opinion that the Common Stock, when issued pursuant to the exercise of AstroTerra Options and the purchase price therefore has been paid, will be duly and validly issued, fully paid and nonassessable shares of Common Stock. We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement. This consent is not to be construed as an admission that we are a person whose consent is required to be filed with the Registration Statement under the provisions of the Securities Act. Sincerely, /s/ Kirkpatrick & Lockhart LLP Kirkpatrick & Lockhart LLP EX-23.1 5 v66262ex23-1.txt CONSENT OF ARTHUR ANDERSEN LLP 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated August 24, 2000 included in MRV Communications, Inc.'s Form 8-K/A Amendment No. 1 filed with the SEC on September 22, 2000 and Form 8-K/A Amendment No. 2 filed with the SEC on October 5, 2000 pertaining to AstroTerra Corporation and to all references to our Firm included in this registration statement. Arthur Andersen LLP San Diego, California October 11, 2000 EX-23.2 6 v66262ex23-2.txt CONSENT OF T N SOONG & CO. 1 EXHIBIT 23.2 [ARTHUR ANDERSEN LETTERHEAD] CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference of our report (and to all reference to our Firm) included in or made a part of this registration statement on From S-8. /s/ T N Soong & Co. T N Soong & Co. A Member Firm of Andersen Worldwide, SC Taipei, Taiwan, the Republic of China October 11, 2000 -----END PRIVACY-ENHANCED MESSAGE-----