-----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, U7G4WwkOOFUF52FVzlx+vve0jVSkqCR4JyclkJWbBdpQW+/SmjNI4RcKFwKI3O1N zGQmf0czZ4NYWhOl4mk1Nw== 0000950148-01-000507.txt : 20010409 0000950148-01-000507.hdr.sgml : 20010409 ACCESSION NUMBER: 0000950148-01-000507 CONFORMED SUBMISSION TYPE: NT 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010402 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MRV COMMUNICATIONS INC CENTRAL INDEX KEY: 0000887969 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 061340090 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: NT 10-K SEC ACT: SEC FILE NUMBER: 001-11174 FILM NUMBER: 1588645 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 NT 10-K 1 v71163nt10-k.txt FORM 12B25 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File No. 0-25678 (CHECK ONE): /X/Form 10-K / /Form 20-F / /Form 11-K / / Form 10-Q / /Form N-SAR For Period Ended: December 31, 2000 / / Transition Report on Form 10-K / / Transition Report on Form 20-F / / Transition Report on Form 11-K / / Transition Report on Form 10-Q / / Transition Report on Form N-SAR For the Transition Period Ended: ______________________________ - -------------------------------------------------------------------------------- READ INSTRUCTION (ON BACK PAGE) BEFORE PREPARING FORM. PLEASE PRINT OR TYPE. NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS VERIFIED ANY INFORMATION CONTAINED HEREIN. - -------------------------------------------------------------------------------- If the notification relates to a portion of the filing checked above, identify the Item (s) to which the notification relates: PART 1 - REGISTRANT INFORMATION MRV Communications, Inc. - -------------------------------------------------------------------------------- Full Name of Registrant - -------------------------------------------------------------------------------- Former Name if Applicable 20415 Nordhoff Street - -------------------------------------------------------------------------------- Address of Principal Executive Office (Street and Number) Chatsworth, CA 91311 - -------------------------------------------------------------------------------- City, State and Zip Code PART II - RULES 12b-25(b) AND (c) If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate) (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense. (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K or Form N-SAR, or portion thereof, /X/ will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and (c) The accountant's statement or other exhibit required by Rule 12b- 25(c) has been attached if applicable. PART III - NARRATIVE State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, or the transition report or portion thereof, could not be filed within the prescribed time period. 2 Registrant has been unable to obtain information from certain of its subsidiaries necessary to complete and file its Form 10-K. The Company requires additional time to obtain such information and to reflect the same in its Form 10-K for the year ended December 31, 2000. PART IV - OTHER INFORMATION (1) Name and telephone number of person to contact in regard to this notification. Edmund Glazer 978 952-4700 --------------------------------------------------------------------------- (Name) (Area code) (Telephone number) (2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). / X / Yes / / No --------------------------------------------------------------------------- (3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? / X / Yes / / No If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. See attached statement, incorporated herein by reference. MRV Communications, Inc. ----------------------------------------------------------------- (Name of Registrant as Specified in Charter) has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized. Date: March 30, 2001 By: /s/ Edmund Glazer ------------------- ------------------------------------------- Edmund Glazer, Vice President of Finance and Administration and Chief Financial Officer INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative's authority to sign on behalf of the registrant shall be filed with the form. __________________________________ATTENTION____________________________________ INTENTIONAL MISSTATEMENTS OR OMMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001). 3 ATTACHED STATEMENT FOR PART IV (3) of Form 12b-25 The results of operations registrant expects to report for the year ended December 31, 2000, as compared with the results of operations for the year ended December 31, 1999 is set forth below: Year ended ---------- Dec. 31, Dec. 31, 2000 1999 ---- ---- (Unaudited) (Audited) (In thousands, except per share information) REVENUES, net $ 319,394 $288,524 COSTS AND EXPENSES: Cost of goods sold 203,371 197,442 Research and development expenses 74,078 35,319 Selling, general and administrative expenses 124,700 67,859 Amortization of goodwill and intangibles from acquisition 66,814 3,898 Operating (loss) income (149,569) (15,994) Other income (expense), net (9,578) 322 Provision (credit) for income taxes (5,398) (2,153) Minority interests (796) (610) NET INCOME (LOSS) $(152,953) $(12,909) NET INCOME (LOSS) PER SHARE - BASIC $ (2.33) $ (0.24) NET INCOME (LOSS) PER SHARE - DILUTED $ (2.33) $ 0.24) SHARES USED IN PER-SHARE CALCULATION - BASIC 65,669 53,920 SHARES USED IN PER-SHARE CALCULATION - DILUTED 65,669 53,920 The changes in results of operations for the year ended December 31, 2000 are primarily the result of the issuance of registrant's common stock and options in connection with several acquisitions registrant made during the year, including its acquisition of Fiber Optic Communications, Inc., Jolt Limited, Quantum Optech Inc., AstroTerra Corporation and Optronics International Corp., the amortization of goodwill charges from these acquisitions and the deferred compensation charges incurred from these acquisitions and from the employment arrangements registrant made with the President and Chief Executive Officer and Vice President of Finance and Chief Financial Officer of registrant's subsidiary, Luminent, Inc., during 2000. -----END PRIVACY-ENHANCED MESSAGE-----