8-K

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 26, 2001

MRV COMMUNICATIONS, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)	06-1340090 (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
20415 NORDHOFF STREET CHATSWORTH, CA (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)	91311 (ZIP CODE)

ISSUER’S TELEPHONE NUMBER: (818) 773-0900

(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)

TABLE OF CONTENTS

	Item 5. Other Events
	Item 7. Financial Statements and Exhibits
SIGNATURES
EXHIBIT 99.1

Item 5. Other Events

     On September 26, 2001, Luminent, Inc., registrant’s 92.3% owned subsidiary, issued a press release announcing a revised outlook for its quarter ended September 30, 2001. A copy of that press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

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Item 7. Financial Statements and Exhibits

     (c)  Exhibits

99.1 Press Release dated September 26, 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: October 1, 2001

MRV COMMUNICATIONS, INC
By: /s/ NOAM LOTAN
	Noam Lotan President and Chief Executive Officer

4 EX-99.1 3 v76041ex99-1.txt EXHIBIT 99.1 1 EXHIBIT 99.1 Luminent, Inc. Revises Q3 `01 Outlook CHATSWORTH, Calif.--(BUSINESS WIRE)--Sept. 26, 2001--Luminent, Inc. (Nasdaq:LMNE), a leading provider of active and passive fiber optic components and subsystems for the metro and access markets, today announced a revised outlook for its fiscal third quarter which will end September 30, 2001. This revised outlook is preliminary and subject to change as final orders are processed through the end of the quarter. Luminent expects revenue for the third quarter of 2001 to range between approximately $20-$21 million. These anticipated results are below revenue guidance of $26-$30 million, which was given on July 23, 2001. The revised expectations are a result of continued softness in demand related to inventory absorption, currently taking place throughout the industry. However, the company remains committed to producing next generation offerings, including optical components and optical subsystems, such as CWDM and FTTX products. Luminent's fiscal third quarter 2001 financial results conference is scheduled for October 23, 2001. About Luminent 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. Network equipment manufacturers 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 telecommunications networks and end-users. Forward-Looking and Cautionary Statements: Statements contained in this press release may constitute "forward-looking statements" and are made pursuant to the Private Securities Litigation Reform Act of 1995. The accuracy of these statements may be impacted by a number of business risks and uncertainties that could cause actual results to differ materially from those projected or anticipated, including: the Company's reliance on a small number of key customers, the Company's expectation that it will incur net losses for the foreseeable future, the long sales cycles for the Company's products, the risks the Company faces due to its international sales and operations, the Company's limited operating history, the Company's reliance on the development of the optical networking market, macroeconomic factors, including the current domestic and worldwide economic downturn and economic, political and military uncertainties associated with and resulting from the September 11, 2001 terrorists attacks on the World Trade Center and the Pentagon, the need to manage the Company's growth effectively, the Company's success at developing and introducing new products, competition, the Company's success at increasing market awareness of the Company and its products, the Company's success at eliminating product defects prior to installation in large, complex systems, the Company's lack of long-term contracts with its customers, the Company's reliance on key personnel, the effect of possible future acquisitions, the Company's ability to procure necessary resources, the Company's ability to forecast component and material requirements, the Company's ability to increase sales volumes, reduce costs and introduce higher margin products, the Company's dependence 2 on single and limited source suppliers, the qualification of the Company's manufacturing lines and products, the ability to cost effectively enforce the Company's intellectual property rights, the Company's ability to acquire licenses for third-party technology, the Company's ability to fund its growth and development, MRV Communications' current control of the Company and potential conflicts of interest, the planned merger or other alternatives of MRV and the Company, and other risks outlined in the Company's SEC filings including the Company's Annual Report on Form 10-K for the year ended December 31, 2000 and the Company's Quarterly Report for the three months ended June 30, 2001 and March 31, 2001, and the Company's Form S-1 filed on August 8, 2001. The Company undertakes no obligation to update this forward-looking information. Contact: Luminent Inc., Chatsworth Eric Blachno, 818/773-9044

EX-99.1

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                                                                    EXHIBIT 99.1

Luminent, Inc. Revises Q3 `01 Outlook

CHATSWORTH, Calif.--(BUSINESS WIRE)--Sept. 26, 2001--Luminent, Inc.
(Nasdaq:LMNE), a leading provider of active and passive fiber optic components
and subsystems for the metro and access markets, today announced a revised
outlook for its fiscal third quarter which will end September 30, 2001. This
revised outlook is preliminary and subject to change as final orders are
processed through the end of the quarter.

Luminent expects revenue for the third quarter of 2001 to range between
approximately $20-$21 million. These anticipated results are below revenue
guidance of $26-$30 million, which was given on July 23, 2001.

The revised expectations are a result of continued softness in demand related to
inventory absorption, currently taking place throughout the industry. However,
the company remains committed to producing next generation offerings, including
optical components and optical subsystems, such as CWDM and FTTX products.

Luminent's fiscal third quarter 2001 financial results conference is scheduled
for October 23, 2001.

About Luminent

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. Network equipment manufacturers 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 telecommunications networks and end-users.

Forward-Looking and Cautionary Statements:

Statements contained in this press release may constitute "forward-looking
statements" and are made pursuant to the Private Securities Litigation Reform
Act of 1995. The accuracy of these statements may be impacted by a number of
business risks and uncertainties that could cause actual results to differ
materially from those projected or anticipated, including: the Company's
reliance on a small number of key customers, the Company's expectation that it
will incur net losses for the foreseeable future, the long sales cycles for the
Company's products, the risks the Company faces due to its international sales
and operations, the Company's limited operating history, the Company's reliance
on the development of the optical networking market, macroeconomic factors,
including the current domestic and worldwide economic downturn and economic,
political and military uncertainties associated with and resulting from the
September 11, 2001 terrorists attacks on the World Trade Center and the
Pentagon, the need to manage the Company's growth effectively, the Company's
success at developing and introducing new products, competition, the Company's
success at increasing market awareness of the Company and its products, the
Company's success at eliminating product defects prior to installation in large,
complex systems, the Company's lack of long-term contracts with its customers,
the Company's reliance on key personnel, the effect of possible future
acquisitions, the Company's ability to procure necessary resources, the
Company's ability to forecast component and material requirements, the Company's
ability to increase sales volumes, reduce costs and introduce higher margin
products, the Company's dependence


   2

on single and limited source suppliers, the qualification of the Company's
manufacturing lines and products, the ability to cost effectively enforce the
Company's intellectual property rights, the Company's ability to acquire
licenses for third-party technology, the Company's ability to fund its growth
and development, MRV Communications' current control of the Company and
potential conflicts of interest, the planned merger or other alternatives of MRV
and the Company, and other risks outlined in the Company's SEC filings including
the Company's Annual Report on Form 10-K for the year ended December 31, 2000
and the Company's Quarterly Report for the three months ended June 30, 2001 and
March 31, 2001, and the Company's Form S-1 filed on August 8, 2001. The Company
undertakes no obligation to update this forward-looking information.

Contact:

     Luminent Inc., Chatsworth
     Eric Blachno, 818/773-9044