-----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, TnjqUBo1TObNCvofj7BbWGwmiCu8b0XQ1yIGlarBjzeaj8p+66kgMlFBxESFg6i7 gkqi3u6A3iRTWhICrjmwCA== 0000950148-02-000685.txt : 20020415 0000950148-02-000685.hdr.sgml : 20020415 ACCESSION NUMBER: 0000950148-02-000685 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20020322 EFFECTIVENESS 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-84784 FILM NUMBER: 02582708 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 v80006ors-8.txt S-8 As filed with the Securities and Exchange Commission on March 22, 2002 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) Candy Glazer Stock Option Agreement (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 10100 Santa Monica Blvd., Seventh Floor Los Angeles, CA 90068 Telephone: (310) 552-5000 Facsimile: (310) 552-5001 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 Amount to be Price per Offering Registration Title of Securities to be Registered Registered Share(1) Price(1) Fee - --------------------------------------------------------------------------------------------------------------- Common Stock, $.0017 par value 80,000 $2.70 $216,000 $19.88 - ---------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(h)(1). 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). PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The documents listed in paragraphs (a) through (d) 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, 2001 filed with the SEC on March 21, 2002 and as amended by Form 10-K/A filed with the SEC on March 22, 2002; (b) Registrant's Current Reports on Form 8-K filed with the SEC on January 8, 2002 and February 13, 2002; and (c) 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. ITEM 8. EXHIBITS.
Exhibit Numbers - ------- 4 Candy Glazer Stock Option Agreement. 5 Opinion of Kirkpatrick & Lockhart LLP as to the validity of the securities being registered. 23.1 Consent of Arthur Andersen LLP, Los Angeles. 23.2 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. 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 21st day of March, 2002. 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 and Shlomo Margalit, 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 a Director March 21, 2002 Noam Lotan /s/ Shlomo Margalit Chairman of the Board, Chief Technical ------------------- Officer, Secretary, and a Director March 21, 2002 Shlomo Margalit /s/ Shay Gonen Interim Chief Financial Officer (Principal -------------- Financial and Accounting Officer) March 21, 2002 Shay Gonen /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
EX-4 3 v80006orex4.txt EXHIBIT 4 Exhibit 4 STOCK OPTION AGREEMENT This agreement, dated as of the 1st day of March 2002 (the "Grant Date") by and between MRV Communications, Inc., a Delaware corporation (hereinafter called the "Company"), and Candy Glazer (the "Optionee"); WITNESSETH Whereas, the Company has adopted the Candy Glazer Stock Option Plan (the "Plan") to permit options to be granted to Candy Glazer (the "Optionee") to purchase common shares of the Company; and Whereas, the Optionee is a consultant to the Company and the Company desires that she remain as such, and to secure or increase her stock ownership in the Company in order to increase her incentive and personal interest in the welfare of the Company; Now, therefore, in consideration of the promises 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 80,000 common shares of the Company's 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 two dollars and seventy cents (US $2.70) per share. The Option Price shall be paid in United States dollars. 3. The Optioned Shares shall vest immediately upon the Grant Date. 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. Optionee represents and warrants to the Company as follows: (a) She acknowledges that as a condition to the exercise of any portion of the Optioned Shares, the Company may require the Optionee to make any representation and/or warranty to the Company as may, in the reasonable judgment of counsel to the Company, be required under any applicable law or regulation, including but not limited to a representation and warranty that the Optioned Shares are being acquired only for investment and without any present intention to sell or distribute such shares in the absence of effective registration statement or an available exemption under the Securities Act of 1933 (the "Act") if , in the opinion of counsel for the Company, such a representation is required under the Act or any other applicable law, regulation or rule of any governmental agency; provided, however, that in accordance with the provisions of the Letter Agreement the Company shall use its best efforts (including without limitation the timely filing of a registration statement under the Act and any registration or qualification required by applicable state securities laws) to achieve compliance with the Act or such other law, regulation or rule, as applicable, without any such representation or warranty by Optionee. (b) She acknowledges that until the Optioned Shares have been registered under the Act, the Company will to the extent determined by the Company's legal counsel to be required by applicable law affix legend in substantially the following form to the certificates evidencing the Optioned Shares: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be sold, pledged, hypothecated, donated, or otherwise transferred, whether or not for consideration, unless either the securities have been registered under said Act or an exemption from such registration requirement is available. If the Shares are to be sold or transferred pursuant to an exemption from the registration requirement, the Company may require a written opinion of counsel, reasonably satisfactory to counsel for Company, to the effect that registration is not required The Company shall without charge offer to substitute an unlegended certificate for any legended certificate promptly after the Optioned Shares represented by such legended certificate first become eligible for sale by Optionee pursuant to Rule 144(k) (or any successor provision) under the Act. (c) Until the Optioned Shares have been registered under the Act, prior to any proposed sale, pledge, hypothecation, gift, or other transfer, for value or otherwise, of any or all of the Optioned Shares or of any interest therein other than a sale in compliance with the requirements of Rule 144 under the Act (hereinafter, a "Transfer"), Optionee shall give written notice to the Company describing the Transfer. Optionee shall not effect any Transfer unless and until (i) the Company receives an opinion of Optionee's counsel, in form and substance reasonably acceptable to counsel for the Company, that the Transfer may be effected without registration under the Act and without registration or qualification under applicable state securities laws (provided, however, that no such opinion shall be required in connection with any bona fide gift of the Optioned Shares to a member of Optionee's immediate family or a charitable or educational institution), and (ii) satisfaction of such other conditions as may be reasonably required by counsel to the Company in order to assure compliance with the Act and with applicable state securities laws. 6. 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. 7. The option granted hereunder shall expire and become unexercisable on or before the earliest of the following dates, whichever is applicable: (i) 10 years from the Grant Date; (ii) voluntary termination of the consulting position from the Company by the Optionee (iii) ninety days after the date of the Optionee's termination of her consulting position from the Company for cause by the Company; or (iii) the date that is one year following the Optionee's termination of her consulting position from the Company by reason of her death, or by reason of his or her disability, whichever is applicable. 8. If the outstanding shares of Common Stock of the Company are increased, decreased, changed into or exchanged for a different number or kind of shares of the Company through reorganization, recapitalization, reclassification, stock dividend, stock split or reverse stock split or other similar event, then an equitable and proportionate adjustment shall be made in the number or kind of shares which may be issued upon exercise of the Options granted under this Agreement. 9. 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 her 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 her personal representative, as the case may be, agree to any of the following conditions: 10. 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 the Company or any of its affiliated corporations. 11. 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. 12. As a condition of the granting of the option herein granted, the Optionee agrees, for 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. 13. 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. 14. 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. 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: /s/ Noam Lotan ------------------------------------ Noam Lotan Chief Executive Officer and President OPTIONEE --------------------------------------- Candy Glazer EX-5 4 v80006orex5.txt EXHIBIT 5 EXHIBIT 5 [LETTERHEAD OF KIRKPATRICK & LOCKHART, LLP] March 21, 2002 MRV Communications, Inc. 20415 Nordhoff St. Chatsworth, CA 91311 Re: MRV Communications, Inc. Registration Statement on Form S-8- 80,000 Shares issuable upon exercise of options granted under the Candy Glazer Stock Option Agreement 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 80,000 shares of Common Stock, $0.0017 par value of the Company (the "Common Stock ") issuable upon exercise of options granted under the Candy Glazer Stock Option Agreement (the "Agreement"). 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 options under the Agreement and the purchase price therefor 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. Very truly yours, /s/ KIRKPATRICK & LOCKHART, LLP EX-23.1 5 v80006orex23-1.txt EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement on Form S-8 our reports dated February 12, 2002, included in MRV Communication's Form 10-K for the year ended December 31, 2001, and to all references to our Firm included in this registration statement. /s/ ARTHUR ANDERSEN LLP Arthur Andersen LLP Los Angeles, California March 19, 2002 -----END PRIVACY-ENHANCED MESSAGE-----