0000950148-01-501827.txt : 20011008
0000950148-01-501827.hdr.sgml : 20011008
ACCESSION NUMBER: 0000950148-01-501827
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 3
CONFORMED PERIOD OF REPORT: 20010911
ITEM INFORMATION: Other events
ITEM INFORMATION: Financial statements and exhibits
FILED AS OF DATE: 20010917
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: 8-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11174
FILM NUMBER: 1738990
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
8-K
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v75819e8-k.txt
FORM 8-K
1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): SEPTEMBER 11, 2001
MRV COMMUNICATIONS, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 06-1340090
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
20415 NORDHOFF STREET
CHATSWORTH, CA 91311
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
ISSUER'S TELEPHONE NUMBER: (818) 773-0900
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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Item 5. Other Events
MRV Press Release
On September 11, 2001, MRV issued a press release announcing the death of
its Vice President of Finance and Administration and Chief Financial Officer,
Edmund Glazer. A copy of that press release is attached as Exhibit 99.1 to
this Form 8-K and is incorporated herein by reference.
MRV and Luminent Press Release
On September 13, 2001, MRV and Luminent, Inc. issued a joint press release
announcing MRV's intent to merge Luminent into MRV. A copy of that press release
is attached as Exhibit 99.2 to this Form 8-K and is incorporated herein by
reference.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99.1 Press Release dated September 11, 2001.
99.2 Press Release dated September 13, 2001.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, hereunto duly authorized.
Date: September 17, 2001
MRV COMMUNICATIONS, INC.
By:/s/ SHLOMO MARGALIT
------------------------
Shlomo Margalit
Chairman of the Board
EX-99.1
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v75819ex99-1.txt
EXHIBIT 99.1
1
EXHIBIT 99.1
MRV Communications Mourns the Loss of Chief Financial Officer Edmund Glazer
CHATSWORTH, Calif., Sept. 11 /PRNewswire/ -- MRV Communications, Inc. (Nasdaq:
MRVC - news) today announced the unexpected death of Edmund Glazer, chief
financial offer and vice president of finance and administration of the Company.
American Airlines confirmed that he was on board the Boston to Los Angeles
flight #11 that crashed into the New York World Trade Center today. Edmund was
41 years old and is survived by his wife, Candy and son, Nathan.
Noam Lotan, president and CEO of MRV said, "This is a very sad day for MRV and
for all who knew Edmund. He was a true friend and his kindness and devotion will
be deeply missed. We have lost a member of our family, and his loss is
overwhelming to us all. Our thoughts and prayers are with Edmund's family,
friends and colleagues and all the families that have suffered personal losses
during this tragedy."
For further information, please contact: Diana L. Hayden of MRV Communications,
Inc., 818-886-6782.
EX-99.2
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v75819ex99-2.txt
EXHIBIT 99.2
1
EXHIBIT 99.2
MRV and Luminent Announce Intent to Merge Luminent Into MRV CHATSWORTH, Calif.,
Sept. 13 /PRNewswire/ -- MRV Communications, Inc. (Nasdaq: MRVC - news) and
Luminent, Inc. (Nasdaq: LMNE - news) jointly announced today that MRV intends to
carry out a short-form merger with Luminent, its 92.3% owned subsidiary.
The consideration to be offered in exchange for the outstanding Luminent stock,
which MRV does not already own, will be determined and announced later. Under
Delaware law, Luminent shareholders not wishing to accept the consideration
offered in the merger will be entitled to appraisal rights and to receive
payment of the fair value for their shares following the effectiveness of the
merger. The merger will be subject to usual terms and conditions including
regulatory approvals. In conjunction with the filing, MRV intends to seek
outside professional advice and consider other strategic alternatives for
Luminent.
Noam Lotan, President & CEO of MRV, commented: "Due to the current slowdown in
the telecommunications sectors, the market for optical components is currently
suffering from weak demand. Although this could change in the future, the
business of Luminent will be better served when integrated into MRV. By applying
MRV's system level know-how, we achieve a higher level of integration of optical
components and optical subsystems. This is expected to enhance Luminent's
optical transmission platforms, thereby better supporting existing customers,
while creating new market opportunities."
Lotan continued: "Unifying Luminent with MRV is expected to enhance our
competitive position and generate substantial savings in the consolidated
results, by removing inefficiencies and duplications. Our action will allow
Luminent to invest and improve its technology and its bottom line."
Effective today, Dr. William R. Spivey, has stepped down and resigned his
position as Luminent's President, CEO and Director. Noam Lotan, who is currently
Chairman of Luminent, will assume the position of interim CEO.
Mr. Lotan commented: "Dr. Spivey did a great job getting the company through a
successful IPO and a turbulent year. We want to express our gratitude to Bill.
We look forward to continuing our relationship in the future."
As a result of the anticipated merger, Messrs. Richard Hill and Amos Wilnai
resigned from Luminent's board and have been replaced by Dr. Yigal Shidlovsky
and Arie Zimmerman. Dr. Shidlovsky serves as Director of MRV Communications. Mr.
Zimmerman was the founder of several companies including Phasecom Corporation,
which was subsequently sold and became public under Vyyo, MDS Systems and
Satelite Common Carrier.
Separately, MRV Communications announced that Mr. Shay Gonen has been appointed
as interim Chief Financial Officer, replacing Edmund Glazer, MRV's CFO who
perished Tuesday on American Airlines flight #11 that crashed into the New York
World Trade Center. Shay Gonen is currently CFO, and President North American
Operations at Optical Access, Inc., an MRV subsidiary.
2
About MRV Communications, Inc.
MRV Communications, Inc. is a world-class leader in network infrastructure
systems and optical components. The company has leveraged its early leadership
in fiber optic technology into a portfolio of well-focused operating entities.
MRV formed a balanced portfolio of independent business units such as Luminent,
Optical Access, iTouch Communications, Cescomm and NBase-Xyplex. In addition,
MRV helped create and manage several cutting edge start-up companies including
Zaffire, Charlotte's Networks, Zuma Networks, RedC Optical Networks, Optical
Crossing and All Optical.
Visit MRV's web site at http://www.mrv.com.
About Luminent, Inc.:
Luminent designs, manufactures and sells a comprehensive line of single mode
active and passive fiber optic components for high-capacity data transmission in
the metropolitan and access markets. Luminent employs over 1200 people world
wide and has over 300 customers who rely on Luminent to provide technical depth,
responsive customer service and volume manufacturing to meet the increasing
requirements for transmission capacity and speed between nationwide, metro and
access networks and end-users.
This release may contain forward-looking statements that involve risks and
uncertainties. These statements may differ materially from actual future events
or results. Readers are referred to the documents filed by MRV with the
Securities and Exchange Commission, specifically the most recent reports on
Forms 10K and 10Q, and as amended, which identify important risk factors that
could cause actual results to differ from those contained in the forward-looking
statements, including potential fluctuations in operating results, dependence on
new product developments, rapid technological and market changes, manufacturing
risks, volatility of the company's stock price, financial risk management, and
future growth subject to risks. The announcement of the anticipated filing of
any registration statements contained herein does not constitute an offer of any
securities for sale.
For further information, please contact Diana Hayden, Investor Relations of MRV
Communications Inc., +1-818-886-6782, diana@mrv.com.