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): July 24, 2003

MRV COMMUNICATIONS, INC.

(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)
20415 NORDHOFF STREET
CHATSWORTH, CA
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
06-1340090
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)
 
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 9. Regulation FD Disclosure (The information under this Item 9 is being furnished pursuant to Item 12 of Form 8-K.)
SIGNATURE
EXHIBIT 99.1
EXHIBIT 99.2

Item 5. Other Events.

On April 24, 2003, MRV publicly announced its statements of operations for the three and six months ended June 30, 2003, and its balance sheets at June 30, 2003 and December 31, 2002. These financial statements, which are included herein as part of Item 5 of this Report, follow on pages 3 and 4 of this report.

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MRV Communications, Inc.

Statements of Operations

(In thousands, except per share data)

		Three Months Ended						Six Months Ended
		June 30, 2003			June 30, 2002			June 30, 2003			June 30, 2002
Net revenue		$	61,958		$	61,627		$	113,075		$	124,045
Cost of goods sold			42,133			40,723			78,647			83,828
Gross profit			19,825			20,904			34,428			40,217
Operating costs and expenses:
	Product development and engineering		6,890			14,425			15,626			30,045
	Selling, general and administrative		16,695			24,320			28,600			47,859
	Amortization of intangibles		3			29			16			57
Total operating costs and expenses			23,588			38,774			44,242			77,961
Operating loss			(3,763	)		(17,870	)		(9,814	)		(37,744	)
Other income (expense), net			(5,445	)		(76	)		(5,404	)		(9,954	)
Loss before minority interest, provision for taxes and cumulative effect of an accounting change			(9,208	)		(17,946	)		(15,218	)		(47,698	)
Minority interest			66			(3	)		28			102
Provision for taxes			493			856			921			1,042
Loss before cumulative effect of an accounting change			(9,767	)		(18,799	)		(16,167	)		(48,842	)
Cumulative effect of an accounting change			—			—			—			(296,355	)
Net loss		$	(9,767	)	$	(18,799	)	$	(16,167	)	$	(345,197	)
Earnings per share:
Basic and diluted loss per share:
	Loss before cumulative effect of an accounting change	$	(0.10	)	$	(0.21	)	$	(0.16	)	$	(0.56	)
	Cumulative effect of an accounting change	$	—		$	—		$	—		$	(3.38	)
	Net loss	$	(0.10	)	$	(0.21	)	$	(0.16	)	$	(3.94	)
Weighted average number of shares:
Basic and diluted			101,383			90,319			100,163			87,570

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MRV Communications, Inc.

Balance Sheets

(In thousands)

		June 30,
		2003		December 31, 2002
		(Unaudited)
ASSETS
Current assets:
	Cash and cash equivalents	$	86,608	$	100,618
	Short-term marketable securities		1,646		11,738
	Time deposits		2,011		2,789
	Accounts receivable, net		54,275		50,965
	Inventories		35,934		32,695
	Other current assets		6,048		11,283
Total current assets			186,522		210,088
Property and equipment, net			29,984		35,169
Goodwill			30,321		29,740
Intangibles			119		135
Long-term marketable securities			1,543		1,447
Deferred income taxes			3,151		2,637
Investments			3,063		3,063
Other assets			2,978		2,524
		$	257,681	$	284,803
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
	Current maturities of long-term debt and short-term obligations	$	3,176	$	7,393
	Convertible subordinated notes		—		32,418
	Accounts payable		45,901		41,308
	Accrued liabilities		24,157		31,542
	Deferred revenue		3,693		3,950
	Other current liabilities		3,248		2,289
Total current liabilities			80,175		118,900
Long-term debt			344		390
Convertible notes			23,000		—
Other long-term liabilities			4,159		3,666
Minority interest			7,237		7,371
Commitments and contingencies
Stockholders’ equity			142,766		154,476
		$	257,681	$	284,803

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Item 9. Regulation FD Disclosure (The information under this Item 9 is being furnished pursuant to Item 12 of Form 8-K.)

On July 24, 2003, registrant made an earnings release announcing registrant’s second quarter 2003 financial results, the text of which is set forth in Exhibit 99.1 attached hereto and is being furnished pursuant to Item 12 of Form 8-K. All information in the press release is presented as of July 24, 2003, and registrant does not assume any obligation to update such information in the future.

On July 24, 2003, as previously announced, registrant held a teleconference and audio web cast to discuss its second quarter 2003 results. The script prepared for use by registrant’s executives at this presentation is furnished herewith as Exhibit 99.2 pursuant to Item 12 of Form 8-K. All information in the script and web cast is presented as of July 24, 2003, and registrant does not assume any obligation to update such information in the future.

The information included in this Item 9, as well as Exhibits 99.1 and 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

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SIGNATURE

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, thereunto duly authorized.

Date: July  25, 2003

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

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