-----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, DUwXpNVRRngddIQbBXOFnAbl+yfQH/VdsE/qCA3vGwyHXm4B8ATN4hiFH8VLuISN 2EjwWSEbU/y/Q1VFXw/D/A== 0000950148-02-000671.txt : 20020415 0000950148-02-000671.hdr.sgml : 20020415 ACCESSION NUMBER: 0000950148-02-000671 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20020322 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: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-11174 FILM NUMBER: 02581851 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 10-K/A 1 v79412a1e10-ka.txt FORM 10-K, AMENDMENT 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (AMENDMENT NO. 1) (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2001 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to ____________ Commission file number 0-25678 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, California 91311 (Address of principal executive offices) (Zip Code) Issuer's telephone number: (818) 773-0900 Securities registered under Section 12(b) of the Exchange Act: None Securities registered under Section 12(g) of the Exchange Act: Common Stock, $0.0017 par value Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Check if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] State the aggregate market value of the voting stock held by non-affiliates computed by reference to the price at which the stock was sold, or the average bid and asked prices of such stock, as of a specified date within the past 60 days: $253,901,477 based on the closing sale price of $3.01 per share on March 19, 2002 as reported by The Nasdaq National Market. State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 89,122,734 shares at March 18, 2002. DOCUMENTS INCORPORATED BY REFERENCE: None EXPLANATORY NOTE The purpose of this Amendment is to file with the Securities and Exchange Commission as Exhibit 99.1 to our Annual Report on Form 10-K for the year ended December 31, 2001 the letter required by Temporary Note 3T to Article 3 of Regulation S-X (as announced in the Final Rule and Final Rule: Requirements for Arthur Andersen LLP Auditing Clients Release Nos. 33-8070, 34-45590; 35-27503; 39-2395; IA-2018; IC-25464; FR-62; File No. S7-03-02 that became effective on March 18, 2002). SIGNATURES In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), the Registrant caused this Amendment No. 1 to Report of Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chatsworth, State of California, on March 21, 2002. MRV COMMUNICATIONS, INC. By: /s/ Noam Lotan --------------------------- Noam Lotan, President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this Report 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 March 21, 2002 - ------------------------------ (Principal Executive Officer), and a Noam Lotan Director /s/ Shlomo Margalit Chairman of the Board, Chief March 21, 2002 - ------------------------------ Technical Officer, Secretary, and a Shlomo Margalit Director /s/ Shay Gonen Interim Chief Financial Officer March 21, 2002 - ------------------------------ (Principal Financial and Accounting Shay Gonen Officer) /s/ Igal Shidlovsky* - ------------------------------ Director March 21, 2002 Igal Shidlovsky /s/ Guenter Jaensch* - ------------------------------ Director March 21, 2002 Guenter Jaensch /s/ Daniel Tsui* Director March 21, 2002 - ------------------------------ Daniel Tsui /s/ Baruch Fischer* - ------------------------------ Director March 21, 2002 Baruch Fischer *By: /s/ Shay Gonen -------------------------- Shay Gonen Attorney-In-Fact
EX-99.1 3 v79412a1ex99-1.txt EXHIBIT 99.1 EXHIBIT 99.1 MRV COMMUNICATIONS, INC. 20415 Nordhoff Street Chatsworth, California 91311 March 21, 2002 SECURITIES AND EXCHANGE COMMISSION 450 5th Street, N.W. Washington D.C. 20549 Dear Sirs. Re: MRV Communications, Inc. Form 10-K for the year ended December 31, 2001 Filed March 21, 2002 This letter is written in accordance with your Temporary Final Rule and Final Rule: Requirements for Arthur Andersen LLP Auditing Clients Release Nos. 33-8070, 34-45590; 35-27503; 39-2395; IA-2018; IC-25464; FR-62; File No. S7-03-02 that became effective on March 18, 2002 (the "Andersen Release"). Our Annual Report on Form 10-K for the year ended December 31, 2001 was filed with the Securities and Exchange Commission on March 21, 2002 and included the accountant's reports of Arthur Andersen LLP ("Andersen") on our consolidated financial statements. In accordance with Temporary Note 3T to Article 3 of Regulation S-X (as announced in the Andersen Release), please be advised that Andersen has represented to us in writing the audit was subject to Andersen's quality control system for the U.S. accounting and auditing practice, that the engagement was conducted in compliance with professional standards and that there was appropriate continuity of Andersen personnel working on audits, availability of national office consultation and availability of personnel at foreign affiliates of Andersen to conduct the relevant portions of the audit. Very truly yours, MRV Communications, Inc. By: /s/ Shay Gonen -------------------------------- Interim Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----