S-8

As filed with the Securities and Exchange Commission on July 17, 2003

Registration No. 333-_________

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under The Securities Act of 1933

MRV COMMUNICATIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware	06-1340090
(State or other jurisdiction incorporation or organization)	(I.R.S. Employer Identification No.)

20415 Nordhoff Street, Chatsworth, CA 91311
(Address of principal executive offices, Zip Code)

Non-Director and Non-Executive Officer
Consolidated Long-Term Stock Incentive Plan
(Full title of the Plan)

Noam Lotan
President and Chief Executive Officer
MRV Communications, Inc.
20415 Nordhoff Street
Chatsworth, CA 91311
(818) 773-0900
(Name, address, including zip code, and telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

				Proposed Maximum		Proposed Maximum
		Amount to be		Offering Price per		Aggregate Offering		Amount of
Title of Securities to be Registered		Registered(1)		Share(2)		Price(2)		Registration Fee(3)
Common Stock, $0.0017 par value per share			50,000	$	1.08	$	54,000.00	$	4.37
Common Stock, $0.0017 par value per share			945,675	$	1.11		1,049,699.25		84.92
Common Stock, $0.0017 par value per share			50,000	$	1.38		69,000.00		5.58
Common Stock, $0.0017 par value per share			5,000	$	1.44		7,200.00		0.58
Common Stock, $0.0017 par value per share			60,000	$	1.94		116,400.00		9.42
Common Stock, $0.0017 par value per share			5,000	$	2.15		10,750.00		0.87
Common Stock, $0.0017 par value per share			48,000	$	2.18		104,640.00		8.47
Common Stock, $0.0017 par value per share			3,147,381	$	2.19		6,892,764.39		557.62
	Totals		4,311,056			$	8,304,453.64	$	671.83

⁽¹⁾ Pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall cover an indeterminate number of additional shares of common stock that may be issued as a result of stock splits, stock dividends or similar transactions.

⁽²⁾ Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(h)(1) under the Securities Act, based on the price at which options may be exercised, or if such price is not known, on the average of the high and low prices on the Nasdaq Stock Market on July 11, 2003.

⁽³⁾ A registration fee of $28,512 was paid by Optical Access, Inc., registrant’s wholly-owned subsidiary on October 6, 2000 in connection with the filing on that date by Optical Access of a registration statement on Form S-1 (file no. 333-47456), which registration statement was withdrawn on November 16, 2001. Registrant has previously claimed offsets aggregating $3,451 against the filing fee paid by Optical Access. In accordance with Rule 457(p), registrant, as the owner of more than 50 percent of Optical Access’ outstanding voting securities, claims an offset of the currently due filing fee against that portion of the filing fee paid by Optical Access.

TABLE OF CONTENTS

PART I
PART II
	ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
	ITEM 4. DESCRIPTION OF SECURITIES
	ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
	ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
	ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
	ITEM 8. EXHIBITS
	ITEM 9. UNDERTAKINGS
SIGNATURES
POWER OF ATTORNEY
EXHIBIT INDEX
EXHIBIT 4.1
EXHIBIT 4.2
EXHIBIT 5.1
EXHIBIT 23.1
EXHIBIT 23.2

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 (c) 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)	The Annual Report on Form 10-K of MRV Communications, Inc. (the “Company” or “Registrant”) for the year ended December 31, 2002 filed with the Securities and Exchange Commission (the “Commission”) on March 28, 2003;
(b)	The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003 filed with the Commission on May 15, 2003;
(c)	The Registrant’s Current Reports on Form 8-K filed with the Commission since December 31, 2002 as follows: on April 30, 2003, on June 3, 2003 and on June 5, 2003; and
(d)	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 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.

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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

ITEM 8. EXHIBITS

4.1	Non-Director and Non-Executive Officer Consolidated Long-Term Stock Incentive Plan.
4.2	Form of Non-Director and Non-Executive Officer Consolidated Long-Term Stock Incentive Plan Stock Option Agreement.
5.1	Opinion of counsel as to legality of securities being registered.
23.1	Consent of Ernst & Young LLP, Independent Auditors.
23.2	Notice Regarding Consent of Arthur Andersen LLP.
23.3	Consent of counsel (included in Exhibit 5.1).
24.1	Power of Attorney (included herein on the signature page).

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, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the 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 Company of expenses incurred or paid by a director, officer or controlling person of the Company 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, the Company 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.

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 July 16, 2003.

MRV COMMUNICATIONS, INC

By: /s/ Noam Lotan

Noam Lotan
President and Chief Executive Officer

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POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Noam Lotan, his true and lawful attorney-in-fact and agent with full power of power substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign this Registration Statement, and to file any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent thereof. 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 date indicated.

Signature	Title	Date
/s/ Noam Lotan (Noam Lotan)	President and Chief Executive Officer (Principal Executive Officer)	July 16, 2003
/s/ Shlomo Margalit (Shlomo Margalit)	Chairman of the Board, Chief Technology Officer, and Secretary	July 16, 2003
/s/ Shay Gonen (Shay Gonen)	Chief Financial Officer (Principal Finance and Accounting Officer)	July 16, 2003
/s/ Igal Shidlovsky (Igal Shidlovsky)	Director	July 16, 2003
/s/ Guenter Jaensch (Guenter Jaensch)	Director	July 16, 2003
/s/ Daniel Tsui (Daniel Tsui)	Director	July 16, 2003
/s/ Baruch Fischer (Baruch Fischer)	Director	July 16, 2003

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EXHIBIT INDEX

Exhibit Numbers
4.1	Non-Director and Non-Executive Officer Consolidated Long-Term Stock Incentive Plan
4.2	Form of Non-Director and Non-Executive Officer Consolidated Long-Term Stock Incentive Plan Stock Option Agreement
5.1	Opinion of counsel as to legality of securities being registered
23.1	Consent of Ernst & Young LLP, Independent Auditors
23.2	Notice Regarding Consent of Arthur Andersen LLP
23.3	Consent of counsel (included in Exhibit 5.1).
24.1	Power of Attorney (included herein on the signature page).

6 EX-4.1 3 v91463orexv4w1.htm EXHIBIT 4.1

Exhibit 4.1

MRV COMMUNICATIONS, INC.

Non-Director and Non-Executive Officer
Consolidated Long-Term Stock Incentive Plan

1. The Plan

(a)  Purpose. The purpose of this Non-Director and Non-Executive Officer Consolidated Long-Term Stock Incentive Plan (the “Plan”) is to promote the longer-term financial success of MRV Communications, Inc. (the “Company”) by providing a means to attract, retain and award individuals who can and do contribute to such success. By using stock-based compensation, the recipients of awards under the Plan will further identify their interests with those of the Company’s stockholders.

(b)  Effective Date. To serve this purpose, the Plan will become effective upon its approval by the Board of Directors of the Company (the “Board”).

2. Administration

(a)  Committee. The Plan shall be administered by a Committee, appointed by the Board. Notwithstanding the foregoing, the Board may assume, at its sole discretion, administration of the Plan. The administrator of the Plan, whether a committee of the Board or the full Board, is referred to herein as the “Plan Administrator.”

(b)  Powers and Authority. The Plan Administrator’s powers and authority include, but are not limited to, selecting individuals who are (1) employees or consultants of the Company or any subsidiary of the Company or other entity in which the Company has a significant equity or other interest as determined by the Plan Administrator, and (2) not executive officers or directors of the Company (“Eligible Participants”); determining the types and terms and conditions of all awards granted, including performance and other earnout and vesting contingencies; permitting transferability of awards to third parties; interpreting the Plan’s provisions; and administering the Plan in a manner that is consistent with its purpose. As used in this Plan, “executive officer” means the chief executive officer, president, chief financial officer, chief accounting officer, any vice president in charge of a principal business unit, division or function (such as sales, administration or finance), any other officer who performs a significant policy-making function, or any other person who performs similar significant policy making functions for the Company, including officers of the Company’s subsidiaries if they perform significant policy-making functions for the Company.

(c)  Award Prices. For Plan purposes, all stock options, warrants and stock appreciation rights shall have an exercise price which shall reflect the Common Stock Value (as defined below) of a share of the Company’s common stock, par value $0.0017 per share (“Common Stock”), on the date as determined by the Plan Administrator, or if

such date is not a trading day, the Common Stock Value on the next preceding trading day. The applicable date shall be the date on which the award is granted. For purposes of this paragraph 2(c), “Common Stock Value” shall mean, as of any given date, (i) if the Common Stock is traded on a national securities exchange, or is designated as a National Market System security on NASDAQ, the closing price thereof as reported on such exchange or NASDAQ-NMS, as the case may be, on such date, or, if no sale occurred on any such trading day, then the mean between the closing bid and asked prices on such exchange or NASDAQ-NMS on such trading day, (ii) if the Common Stock is actively traded over-the-counter (other than NASDAQ-NMS), the mean between the low bid and high asked prices as of the close of business on such date, as reported by the National Association of Securities Dealers Automated Quotation system or other source, (iii) if the Common Stock is not traded on an exchange, NASDAQ-NMS, or traded over-the-counter, the fair market value thereof, as shall be determined in good faith by the Plan Administrator.

3. Shares Subject to Plan

(a)  Maximum Shares Available for Delivery. Subject to Section 3(c), the maximum number of shares of Common Stock that may be delivered to participants and their beneficiaries under the Plan shall be equal to the sum of the following:

(i) any shares of Common Stock available for future awards under any of the following (collectively, the “Prior Plans”):

(a)	the MRV Communications, Inc. 2002 Nonstatutory Stock Option Plan for Employees of Luminent, Inc;
(b)	the MRV Communications, Inc. 2002 International Stock Option Plan;
(c)	the 2001 MRV Communications, Inc. Stock Option Plan for Employees of Appointech, Inc;
(d)	the 2000 MRV Communications, Inc. Stock Option Plan for Employees of AstroTerra Corporation;
(e)	the 2000 MRV Communications, Inc. Stock Option Plan for Employees of Optronics International Corp;
(f)	the 2000 MRV Communications, Inc. Stock Option Plan for Employees of Fiber Optic Communications, Inc;
(g)	the 2000 MRV Communications, Inc. Stock Option Plan for Employees of Quantum Optech, Inc;
(h)	the 1998 Nonstatutory Stock Option Plan;
(i)	the German Employees Warrant Program;
(j)	the Italian Employees Warrant Program;
(k)	the Swedish Employees Warrant Program;

(ii) any shares of Common Stock that are represented by awards granted under any Prior Plan, which are forfeited, expire or are cancelled without the

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	delivery of shares of Common Stock or which result in the forfeiture of shares of Common Stock back to the Company;
(iii)	any shares of Common Stock that are represented by awards granted under any of the option agreements or warrants listed below, which are forfeited, expire or are cancelled without the delivery of shares of Common Stock or which result in the forfeiture of shares of Common Stock back to the Company:

(a)	the Stock Option Agreement effective July 11, 2000 between the Company and William R. Spivey;
(b)	the Stock Option Agreement effective July 12, 2000 between the Company and Eric I. Blancho;
(c)	the Stock Option Agreement dated March 1, 2002 between the Company and Candy Glazer;
(d)	the Warrant provided to Nathan Shilo as trustee for employees and designated consultants of Nbase Communications, Ltd. first exercisable on July 19, 1996;
(e)	the Warrant provided to Nathan Shilo as trustee for employees and designated consultants of Nbase Communications, Ltd. first exercisable on July 13, 1997;
(f)	the Warrant provided to Nathan Shilo as trustee for employees and designated consultants of Nbase Communications, Ltd. first exercisable on July 13, 1998;
(g)	the Warrant provided to Nathan Shilo as trustee for employees and designated consultants of Nbase Communications, Ltd. dated February 1, 1998;
(h)	the Warrant provided to Nathan Shilo as trustee for employees and designated consultants of Nbase Communications, Ltd. dated January 2, 1998;
(i)	the Warrant provided to Nathan Shilo as trustee for employees and designated consultants of Nbase Communications, Ltd. dated January 4, 1999;
(j)	the option agreements issued and outstanding at the time of merger under the Luminent, Inc. Amended and Restated 2000 Stock Option Plan that were assumed by the Company by merger at a conversion ratio of 0.43 shares of Common Stock to 1 share of Luminent, Inc.;
(k)	the Stock Option Agreement effective July 11, 2000 between Luminent, Inc. and Eric I Blanco that was assumed by the Company by merger at a conversion ratio of 0.43 shares of Common Stock to 1 share of Luminent, Inc.

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(iv) up to 1,000,000 additional shares of Common Stock reacquired by the Company in the open market or in private transactions.

Collectively the shares of Common Stock subject to this Plan are referred to herein as “Shares.” Shares to be issued under the Plan may be either Shares which have been reacquired and are held in treasury or Shares which are authorized but unissued. In addition, any Shares granted under the Plan which are forfeited back to the Company because of the failure to meet an award contingency or condition shall again be available for delivery pursuant to new awards granted under the Plan. Any Shares covered by an award (or portion of an award) granted under the Plan, which is forfeited or canceled, expires or is settled in cash, shall be deemed not to have been delivered for purposes of determining the maximum number of Shares available for delivery under the Plan. Likewise, if any stock option is exercised by tendering Shares, either actually or by attestation, to the Company as full or partial payment in connection with the exercise of a stock option under this Plan or any Prior Plan, only the number of Shares issued net of the Shares tendered shall be deemed delivered for purposes of determining the maximum number of Shares available for delivery under the Plan. Further, Shares issued under the Plan through the settlement, assumption or substitution of outstanding awards or obligations to grant future awards as a condition of the Company acquiring another entity shall not reduce the maximum number of Shares available for delivery under the Plan.

(b)  Other Plan Limits. Subject to Section 3(c), the following additional maximums are imposed under the Plan. No Shares may be covered by stock options intended to comply with Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), (“Incentive Stock Options”). The maximum number of Shares that may be issued in conjunction with awards granted pursuant to Section 4(d) shall be 150,000 The maximum number of Shares that may be covered by awards granted to any one individual pursuant to Sections 4(b) and 4(c) shall be 100,000 during any consecutive three calendar years. The maximum payment that can be made for awards granted to any one individual pursuant to Sections 4(d) and 4(e) shall be $2,500,000 for any single or combined performance goals established for a specified performance period. If a payment under Sections 4(d) or 4(e) is made in Shares, the value of such Shares for determining this maximum individual payment amount will be the closing price of a Share on the first day of the applicable performance period. A specified performance period for purposes of this performance goal payment limit shall not exceed a sixty (60) consecutive month period.

(c)  Payment Shares. Subject to the overall limitation on the number of Shares that may be delivered under the Plan, the categories of Eligible Participants and the other limitations set forth in Section 3(b), the Plan Administrator may use available Shares as the form of payment for compensation, grants or rights earned or due under any other compensation plans or arrangements of the Company, including the plan of any entity acquired by the Company.

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(d)  Adjustments for Corporate Transactions. The Plan Administrator may determine that:

(i)

In the event that the outstanding shares of Common Stock of the Company are changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of any recapitalization, reclassification, stock split, stock dividend, combination or subdivision, appropriate adjustment shall be made in the number of shares available under the Plan and under any stock awards granted under the Plan. Such adjustment to outstanding stock awards shall be made without change in the total price applicable to the unexercised portion of such awards, and a corresponding adjustment in the applicable exercise price per share shall be made. No such adjustment shall be made which would, within the meaning of any applicable provisions of the Code, constitute a modification, extension or renewal of any award or a grant of additional benefits to the holder of an award.

(ii)

In case (A) the Company is merged or consolidated with another corporation or other entity and the Company is not the surviving corporation, (B) all or substantially all of the assets or more than 50% of the outstanding voting stock of the Company is acquired by any other corporation or other entity or (C) of a reorganization or liquidation of the Company, the Plan Administrator or the governing body of any entity assuming the obligations of the Company, shall, as to outstanding awards, either (x) make appropriate provision for the protection of any such outstanding awards by the substitution on an equitable basis of appropriate stock of the Company, or of the merged, consolidated or otherwise reorganized corporation which will be issuable in respect of the shares of Common Stock of the Company, provided that no additional benefits shall be conferred upon participants as a result of such substitution, and the excess of the aggregate fair market value of the shares subject to the awards immediately after such substitution over the purchase price thereof is not more than the excess of the aggregate fair market value of the shares subject to the award immediately before such substitution over the purchase price thereof, or (y) upon written notice to the participants, provide that all unexercised awards must be exercised within a specified number of days of the date of such notice or they will be terminated. In any such case, the Plan Administrator may, in its discretion, accelerate the exercise dates of outstanding awards.

4. Types of Awards

(a)  General. An award may be granted singularly, in combination with another award(s) or in tandem whereby exercise or vesting of one award held by a participant

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cancels another award held by the participant. Any award granted under the Plan shall be evidenced by a written agreement in form and substance satisfactory to the Plan Administrator. These agreements must conform to the Plan. The Plan Administrator may include such terms, consistent with the Plan, as it determines in its discretion. Subject to Section 2(c), an award may be granted as an alternative to or replacement of an existing award under the Plan or under any other compensation plans or arrangements of the Company, including the plan of any entity acquired by the Company. The types of awards that may be granted under the Plan include:

(b)  Stock Option. A stock option represents a right to purchase a specified number of Shares during a specified period at a price per Share which is no less than that required by Section 2(c). A stock option may not be in the form of an Incentive Stock Option and therefore will not qualify for favorable federal tax treatment. The Shares covered by a stock option may be purchased by means of a cash payment or such other means as the Plan Administrator may from time to time permit, including without limitation (i) tendering (either actually or by attestation) Shares valued using the market price at the time of exercise, (ii) authorizing a third party to sell Shares (or a sufficient portion thereof) acquired upon exercise of a stock option and to remit to the Company a sufficient portion of the sale proceeds to pay for all the Shares acquired through such exercise and any tax withholding obligations resulting from such exercise; (iii) crediting toward the purchase price amounts from individuals’ deferred compensation account balances, including accrued dividend equivalent balances; or (iv) any combination of the above.

(c)  Stock Appreciation Right. A stock appreciation right is a right to receive a payment in cash, Shares or a combination, equal to the excess of the aggregate market price at time of exercise of a specified number of Shares over the aggregate exercise price of the stock appreciation rights being exercised.

(d)  Stock Award. A stock award is a grant of Shares or of a right to receive Shares (or their cash equivalent or a combination of both) in the future. Each stock award shall be subject to such conditions, restrictions and contingencies as the Plan Administrator shall determine. These may include continuous service and/or the achievement of performance goals. The performance goals that may be used by the Plan Administrator for such awards shall consist of cash generation targets, profit, revenue and market share targets, profitability targets as measured by return ratios, and shareholder returns. The Plan Administrator may designate a single goal criterion or multiple goal criteria for performance measurement purposes with the measurement based on absolute Company or business unit performances and/or on performance as compared with that of other publicly-traded companies.

(e)  Cash Award. A cash award is a right denominated in cash or cash units to receive a payment, which may be in the form of cash, Shares or a combination, based on the attainment of pre-established performance goals and such other conditions, restrictions

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and contingencies as the Plan Administrator shall determine. The performance goals that may be used by the Plan Administrator for such awards shall consist of cash generation targets, profits, revenue and market share targets, profitability targets as measured by return ratios and shareholder returns. The Plan Administrator may designate a single goal criterion or multiple goal criteria for performance measurement purposes with the measurement based on absolute Company or business unit performance and/or on performance as compared with that of other publicly-traded companies.

(f)  Warrants. A warrant represents a right to purchase a specified number of Shares during a specified period at a price per Share which is no less than that required by Section 2(c). A warrant may be in the form of warrant that will qualify for favorable tax treatment in a foreign jurisdiction. The Shares covered by a warrant may be purchased by means of a cash payment or such other means as the Plan Administrator may from time to time permit, including without limitation (i) tendering (either actually or by attestation) Shares valued using the market price at the time of exercise, (ii) authorizing a third party to sell Shares (or a sufficient portion thereof) acquired upon exercise of a warrant and to remit to the Company a sufficient portion of the sale proceeds to pay for all the Shares acquired through such exercise and any tax withholding obligations resulting from such exercise; (iii) crediting toward the purchase price amounts from individuals’ deferred compensation account balances, including accrued dividend equivalent balances; or (iv) any combination of the above.

5. Award Settlement and Payments

(a)  Dividends and Dividend Equivalents. An award may contain the right to receive dividends or dividend equivalent payments which may be paid currently or credited to a participant’s account. Any such crediting of dividends or dividend equivalents or reinvestment in Shares may be subject to such conditions, restrictions and contingencies as the Plan Administrator shall establish, including the reinvestment of such credited amounts in Share equivalents.

(b)  Payments. Awards may be settled through cash payments, the delivery of Shares, the granting of awards or combination thereof as the Plan Administrator shall determine. Any award settlement, including payment deferrals, may be subject to such conditions, restrictions and contingencies as the Plan Administrator shall determine. The Plan Administrator may permit or require the deferral of any award payment, subject to such rules and procedures as it may establish, which may include provisions for the payment or crediting of interest, or dividend equivalents, including converting such credits into deferred Share equivalents.

6. Plan Amendment and Termination

(a)  Amendments. The Board may amend this Plan as it deems necessary and appropriate to better achieve the Plan’s purpose; provided, however, that if any amendment to the Plan would require approval of the Company’s stockholders under

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applicable law, or under the rules or guidelines of any exchange or automatic quotation system on which the Shares are traded or included, then, in any of such events, such stockholder approval of any such amendment shall also be obtained.

(b)  Plan Suspensions and Termination. The Board may suspend or terminate this Plan at any time. Any such suspension or termination shall not of itself impair any outstanding award granted under the Plan or the applicable participant’s rights regarding such award. If not earlier terminated, this Plan shall terminate upon the tenth anniversary of the effective date of the Plan. Unless an earlier termination is specified, awards granted under the Plan shall terminate upon the tenth anniversary of their date of grant.

7. Miscellaneous

(a)  No Individual Rights. No person shall have any claim or right to be granted an award under the Plan. Neither the Plan nor any action taken hereunder shall be construed as giving any employee or other person any right to continue to be employed by or to perform services for the Company, any subsidiary or related entity. The right to terminate the employment of or performance of services by any Plan participant at any time and for any reason is specifically reserved to the employing entity.

(b)  Binding Arbitration. Any dispute or disagreement regarding participation and/or an award recipient’s rights under the Plan shall be settled solely by binding arbitration in accordance with the applicable rules of the American Arbitration Association.

(c)  Unfunded Plan. The Plan shall be unfunded and shall not create (or be construed to create) a trust or a separate fund or funds. The Plan shall not establish any fiduciary relationship between the Company and any participant or beneficiary of a participant. To the extent any person holds any obligation of the Company by virtue of an award granted under the Plan, such obligation shall merely constitute a general unsecured liability of the Company and accordingly shall not confer upon such person any right, title or interest in any assets of the Company.

(d)  Other Benefit and Compensation Programs. Unless otherwise specifically determined by the Plan Administrator, settlements of awards received by participants under the Plan shall not be deemed a part of a participant’s regular, recurring compensation for purposes of calculating payments or benefits from any Company benefit plan or severance program. Further, the Company may adopt other compensation programs, plans or arrangements as it deems appropriate.

(e)  No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the Plan or any award, and the Plan Administrator shall determine whether cash shall be paid or transferred in lieu of any fractional Shares, or whether such fractional Shares or any rights thereto shall be cancelled.

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(f)  Severability. If any provision of the Plan or any award is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or would disqualify the Plan or any award under any law deemed applicable by the Plan Administrator, such provisions shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Plan Administrator, materially altering the purpose or intent of the Plan or the award, such provision shall be stricken as to such jurisdiction or award, and the remainder of the Plan or any such award shall remain in full force and effect.

(g)  Governing Law. The validity, construction and effect of the Plan or any award, and any rules and regulations relating to the Plan or any award, shall be determined in accordance with applicable federal laws and the laws of the State of Delaware.

9 EX-4.2 4 v91463orexv4w2.htm EXHIBIT 4.2

Exhibit 4.2

NON-DIRECTOR AND NON-EXECUTIVE OFFICER
CONSOLIDATED LONG-TERM STOCK INCENTIVE PLAN
AWARD AGREEMENT

     THIS AGREEMENT, entered into «Month_day_granted», «Year_granted» between MRV Communications, Inc., a Delaware Corporation (the “Company”), and «First_Name» «Last_Name» (the “Optionee”).

R E C I T A L S

     A.     The Board of Directors of the Company (the “Board”) has established the Non-Director and Non-Executive Consolidated Long-Term Stock Incentive Plan of MRV Communications, Inc. (the “Plan”) in order to provide key employees and consultants of the Company with an opportunity to acquire shares of the Company’s common stock, par value $0.0017 per share (“Stock”).

     B.     The Board regards the Optionee as a key employee or consultant as contemplated by the Plan and has determined that it would be in the best interests of the Company and its stockholders to grant the option described in this Agreement to the Optionee as compensation, as an inducement to remain in the service of the Company, and as an incentive for increasing efforts during such service.

     NOW, THEREFORE, it is agreed as follows:

     1.     Definitions and Incorporation. The terms used in this Agreement shall have the meanings given to such terms in the Plan. The Plan is hereby incorporated in and made a part of this Agreement as if fully set forth herein. The Optionee hereby acknowledges that he or she has received a copy of the Plan.

     2.     Grant of Option. Pursuant to the Plan, the Company hereby grants to the Optionee as of the date thereof the option to purchase all or any part of an aggregate of «Options_granted» shares of Stock (the “Option”), subject to adjustment in accordance with Section 3(d) of the Plan. The Option is not intended to qualify as an incentive stock option under Section 422A of the Internal Revenue Code of 1986, as amended.

     3. Option Price. The price to be paid for Stock upon exercise of the Option or any part thereof shall be «Exercise_price» per share, which equals or exceeds the fair market value of the stock as of the date of grant.

     4.     Right to Exercise. Subject to the conditions set forth in this Agreement and the Plan the right to exercise the Option shall accrue as follows, with no portion of the right to exercise accruing on any other date (e.g. no pro-ration) except as specifically set forth in this Agreement or the Plan.

Date	Number of Shares
«Month_day_granted», 2003	«Options_each_vesting»
«Month_day_granted», 2004	«Options_each_vesting»
«Month_day_granted», 2005	«Options_each_vesting»
«Month_day_granted», 2006	«Options_each_vesting»

     5.     Securities Law Requirements. No part of the Option shall be exercised if counsel to the Company determines that any applicable registration requirement under the Securities Act of 1933, as amended (the “Securities Act”) or any other applicable requirement of Federal or State law has not been met.

     6.     Term of Option. The Option shall terminate in any event on the earliest of (a) the «Month_day_granted», «Year_expires» at 11:59 PM, (b) the expiration of the period described in Paragraph 7 below, (c) the expiration of the period described in Paragraph 8 below, or, (d) the expiration of the period described in Paragraph 9 below.

     7.     Exercise Following Termination of Service. If the Optionee’s service with the Company terminates for any reason, or no reason, whether voluntarily or involuntarily, with or without cause, other than death, disability or retirement, any portion of the Option granted hereunder held by such person which is not then exercisable shall terminate and any portion of the Option which is then exercisable may be exercised within thirty (30) consecutive days after the date of such cessation.

     8.     Exercise Following Death or Disability. If the Optionee’s service with the Company terminates by reason of the Optionee’s death or disability (as defined below), the Option (to the extent it has not previously been exercised and is then exercisable) may be exercised within one year after the date of the Optionee’s death or termination by reason of disability. In the case of death, the exercise may be made by his or her representative or by the person entitled thereto under the Optionee’s will or the laws of descent and distribution, provided, however, that such representative or such person consents in writing to abide by and be subject to the terms of the Plan and this Agreement and such writing is delivered to the President of the Company. For purposes hereof, “disability” shall mean a medically determinable physical or mental impairment which has made an individual incapable of engaging in any substantial gainful activity. A condition shall be considered a disability only if (i) it can be expected to result in death or has lasted or can be expected to last for a continuous period of not less than twelve (12) months, and (ii) the Plan Administrator, based on medical evidence, has expressly determined that a disability exists.

     9.     Exercise Following Retirement. If the Optionee’s service with the Company terminates by reason of retirement (as defined below) the Option (to the extent it has not previously been exercised and is then exercisable) may be exercised within ninety (90) days after the date of the Optionee’s retirement. For purposes hereof, “retirement” shall mean the voluntary

1

cessation of employment by an individual upon the attainment of age sixty-five (65) and the completion of not less than twenty (20) years of service with the Company or a subsidiary.

     10.     Nontransferability. The Option shall be exercisable during the Optionee’s lifetime only by the Optionee or the Optionee’s guardian or legal representative and shall be nontransferable, except that the Optionee may transfer all or any part of the Option by will or by the laws of descent and distribution. Except as otherwise provided herein, any attempted alienation, assignment, pledge, hypothecation, attachment, execution or similar process, whether voluntary or involuntary, with respect to all or any part of the Option or any right thereunder, shall be null and void and, at the Company’s option, shall cause all of the Optionee’s rights under this Agreement to terminate.

     11.     Effect of Exercise. Upon exercise of all or any part of the Option, the number of shares of Stock subject to option under this Agreement shall be reduced by the number of shares with respect to which such exercise is made.

     12.     Exercise of Option. The Option may be exercised by delivering to the Company (a) a written notice of exercise in substantially the form prescribed from time to time by the Plan Administrator and (b) full payment of the option price for each share of Stock purchased under the Option. Such notice shall specify the number of shares of Stock with respect to which the Option is exercised and shall be signed by the person exercising the Option. If the Option is exercised by a person other than the Optionee, such notice shall be accompanied by proof, satisfactory to the Company, of such person’s right to exercise the Option. The Option price shall be payable in U.S. dollars.

     13.     Withholding Taxes. If the Optionee is an employee or former employee of the Company when all or part of the Option is exercised, the Company may require the Optionee to deliver payment of any withholding taxes (in addition to the option price) in cash with respect to the difference between the Option price and the fair market value of the Stock acquired upon exercise.

     14.     Issuance of Shares. Subject to the foregoing conditions, the Company, as soon as reasonably practicable after receipt of a proper notice of exercise and without transfer or issue tax or other incidental expense to the person exercising the Option, shall deliver to such person at the principal executive office of the Company, or such other location as may be acceptable to the Company and such person, one or more certificates for the shares of Stock with respect to which the Option is exercised. Such shares shall be fully paid and nonassessable and shall be issued in the name of such person. However, at the request of the Optionee, such shares may be issued in the names of the Optionee and his or her spouse as (a) joint tenants with right of survivorship, (b) community property, or (c) tenants in common without right of survivorship.

     15.     Rights as a Stockholder. Neither the Optionee nor any other person entitled to exercise the Option shall have any rights as a stockholder of the Company with respect to the stock subject to the Option until a certificate for such shares has been issued to him or her upon exercise of the Option.

     16. Notices. Any notice to the Company contemplated by this Agreement shall be addressed to it in care of its President; and any notice to the Optionee shall be addressed to him or her at the address on file with the Company on the date hereof or at such other address as he or she may hereafter designate in writing.

2

     17.     Not a Contract of Employment. By executing this Agreement, if the Optionee is an employee of the Company, Optionee acknowledges and agrees that:

          a. a person whose employment is terminated before full vesting of an award, such as the one granted by this Agreement, could attempt to argue that he or she was terminated to preclude vesting of the award;

          b. Optionee promises never to make such a claim;

          c. nothing in this Agreement gives Optionee the right to remain in the employ of the Company or any subsidiary or to affect the absolute and unqualified right of the Company and any of its subsidiaries to terminate Optionee’s employment at any time for any reason or no reason and with or without cause or prior notice;

          d. except to the extent explicitly provided otherwise in a then effective written employment contract executed by Optionee and the Company, Optionee is an at will employee whose employment may be terminated without liability at any time for any reason; and

          e. the Company would not have granted this award to Optionee but for these acknowledgements and agreements.

     18.     Interpretation. The interpretation, construction, performance and enforcement of this Agreement and of the Plan shall be within the sole discretion of the Plan Administrator, and the Plan Administrator’s determinations shall be conclusive and binding on all interested persons.

     19. Choice of Law. This Agreement shall be governed by and construed in accordance with the internal substantive laws (not the law of choice of laws) of the State of California. Any dispute or disagreement regarding the Optionee’s rights under this Agreement shall be settled soley by binding arbitration in accordance with the applicable rules of the American Arbitration Association.

3

     IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement, in the case of the Company by its duly authorized officer, as of the day and year first above written.

	MRV COMMUNICATIONS, INC., a Delaware corporation
	By:
«First_Name» «Last_Name»		Noam Lotan President and Chief Executive Officer
Optionee’s Spouse* «Spouse_full_name»

Optionee’s State of residence: «State_of_residence»

*Include signature and name of Optionee’s spouse if Optionee is married.

4 EX-5.1 5 v91463orexv5w1.htm EXHIBIT 5.1

Exhibit 5.1

July 15, 2003

MRV Communications, Inc.
20415 Nordhoff Street
Chatsworth, California 91311

Ladies and Gentlemen:

     We have acted as your counsel in connection with the Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission under the Securities Act of 1933 for the registration of 4,311,056 shares (the “Shares”) of Common Stock, $0017 par value per share, of MRV Communications, Inc., a Delaware corporation (the “Company”) issuable upon exercise of awards (“Awards”) granted under the Company’s Non-Director and Non-Executive Officer Consolidated Long-Term Stock Incentive Plan adopted by the Company’s Board of Directors on January 31, 2003 (the “Plan”).

     You have requested our opinion as to the matters set forth below in connection with the Registration Statement. For purposes of rendering that opinion, we have examined the Registration Statement, the Company’s Certificate of Incorporation, as amended, and Bylaws, and the corporate action of the Company that provides for the issuance of the Shares upon exercise of Awards granted under the Plan, and we have made such other investigation as we have deemed appropriate. We have examined and relied upon certificates of public officials and, as to certain matters of fact that are material to our opinion, we have also relied on a certificate of an officer of the Company. In rendering our opinion, we also have made the assumptions that are customary in opinion letters of this kind. We have not verified any of those assumptions.

     Our opinion set forth below is limited to the of Delaware General Corporation Law, including the applicable provisions of the Delaware Constitution and reported judicial decisions interpreting those laws.

     Based upon and subject to the foregoing, it is our opinion that the Shares are duly authorized for issuance by the Company and, when issued and paid for in accordance with the terms of Awards granted under the Plan included in the Registration Statement, will be validly issued, fully paid, and nonassessable.

     We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving our consent we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the 1933 Act or the rules and regulations thereunder.

Yours truly,

/s/ Kirkpatrick & Lockhart LLP

KIRKPATRICK & LOCKHART LLP

EX-23.1 6 v91463orexv23w1.htm EXHIBIT 23.1

Exhibit 23.1

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

     We consent to the incorporation by reference in the Registration Statement on Form S-8 of MRV Communications, Inc. pertaining to the Non-Director and Non-Executive Officer Consolidated Long-Term Stock Incentive Plan of our report dated February 5, 2003, with respect to the financial statements of MRV Communications, Inc. included in its Annual Report on Form 10-K for the year ended December 31, 2002, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Los Angeles, California
July 11, 2003

EX-23.2 7 v91463orexv23w2.htm EXHIBIT 23.2

Exhibit 23.2

NOTICE REGARDING CONSENT OF ARTHUR ANDERSEN LLP

     Section 11(a) of the Securities Act of 1933, as amended (the “Securities Act”), provides that if any part of a registration statement at the time such part becomes effective contains an untrue statement of a material fact or an omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, any person acquiring a security pursuant to such registration statement (unless it is proved that at the time of such acquisition such person knew of such untruth or omission) may sue, among others, every accountant who has consented to be named as having prepared or certified any part of the registration statement, or as having prepared or certified any report or valuation which is used in connection with the registration statement, with respect to the statement in such registration statement, report or valuation which purports to have been prepared or certified by the accountant.

     As previously disclosed in the MRV Communication Inc.’s Form 8-K filed on June 17, 2002, MRV dismissed Arthur Andersen LLP as its independent public accountants and announced that MRV had appointed Ernst & Young LLP to replace Arthur Andersen LLP as its independent public accountants.

     MRV’s understanding is that the staff of the Securities and Exchange Commission has taken the position that it will not accept consents from Arthur Anderson LLP if the engagement partner and the manager for the MRV Communications, Inc. audit are no longer with Arthur Andersen LLP. Both the engagement partner and the manager for the MRV Communications, Inc., audit are no longer with Arthur Anderson LLP. As a result, MRV has been unable to obtain Arthur Andersen LLP’s written consent to the incorporation by reference into the Registration Statements of its audit report with respect to MRV’s financial statements as of December 31, 2001 and 2000 for the years then ended.

     Under these circumstances, Rule 437a under the Securities Act permits MRV Communications, Inc. to file this Form S-8 without a written consent from Arthur Andersen LLP. As a result, however, Arthur Andersen LLP will not have any liability under Section 11(a) of the Securities Act for any untrue statements of a material fact contained in the financial statements audited by Arthur Andersen LLP or any omissions of a material fact required to be stated therein. Accordingly, you would be unable to assert a claim against Arthur Andersen LLP under Section 11(a) of the Securities Act for any purchases of securities under the Registration Statements made on or after the date of this Form S-8. To the extent provided in Section 11(b)(3)(C) of the Securities Act, however, other persons who are liable under Section 11(a) of the Securities Act, including MRV’s officers and directors, may still rely on Arthur Andersen LLP’s original audit reports as being made by an expert for purposes of establishing a due diligence defense under Section 11(b) of the Securities Act.

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EX-4.1

MRV Communications, Inc. - Exhibit 4.1

EX-4.2

MRV Communications, Inc. - Exhibit 4.2

EX-5.1

MRV Communications, Inc. - Exhibit 5.1

EX-23.1

MRC Communications, Inc. - Exhibit 23.1

EX-23.2

MRV Communications, Inc. - Exhibit 23.2