-----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, Vwb8TcZeBDvz43xCjgZeVh6KAezIMeCNAcNglM5rSkE/begbuMELvSWS6uMaiREt X1VeD/yI3WY7zJE8xmbffw== 0000950148-98-000741.txt : 19980401 0000950148-98-000741.hdr.sgml : 19980401 ACCESSION NUMBER: 0000950148-98-000741 CONFORMED SUBMISSION TYPE: NT 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980331 SROS: NASD 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: NT 10-K SEC ACT: SEC FILE NUMBER: 001-11174 FILM NUMBER: 98582738 BUSINESS ADDRESS: STREET 1: 8917 FULLBRIGHT AVE CITY: CHATSWORTH STATE: CA ZIP: 91311 BUSINESS PHONE: 8187739044 MAIL ADDRESS: STREET 1: 8943 FULLBRIGHT AVE CITY: CHATSWORTH STATE: CA ZIP: 91311 NT 10-K 1 FORM NT 10-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File No. 0-25678 (CHECK ONE): /X/Form 10-K / /Form 20-F / /Form 11-K / / Form 10-Q / /Form N-SAR For Period Ended: December 31, 1997 / / Transition Report on Form 10-K / / Transition Report on Form 11-K / / Transition Report on Form N-SAR / / Transition Report on Form 20-F / / Transition Report on Form 10-Q For the Transition Period Ended: ______________________________ - ------------------------------------------------------------------------------- READ INSTRUCTION (ON BACK PAGE) BEFORE PREPARING FORM. PLEASE PRINT OR TYPE. NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS VERIFIED ANY INFORMATION CONTAINED HEREIN. - ------------------------------------------------------------------------------- If the notification relates to a portion of the filing checked above, identify the Item (s) to which the notification relates: PART 1 - REGISTRANT INFORMATION MRV Communications, Inc. - ------------------------------------------------------------------------------- Full Name of Registrant - ------------------------------------------------------------------------------- Former Name if Applicable 8917 Fullbright Avenue - ------------------------------------------------------------------------------- Address of Principal Executive Office (Street and Number) Chatsworth, CA 91311 - ------------------------------------------------------------------------------- City, State and Zip Code PART II - RULES 12b-25(b) AND (c) If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate) (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense. (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K or Form N-SAR, or portion thereof, /X/ will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and (c) The accountant's statement or other exhibit required by Rule 12b- 25(c) has been attached if applicable. 2 PART III - NARRATIVE State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, or the transition report or portion thereof, could not be filed within the prescribed time period. On January 30, 1998, registrant (the "Company") completed an acquisition from Whittaker Corporation ("Whittaker") of all of the outstanding capital stock of Whittaker Xyplex, Inc. a Delaware corporation (the "Xyplex Acquisition"). Whittaker Xyplex, Inc. (whose name the Company has since changed to NBase Xyplex, Inc.) is a holding corporation owning all of the outstanding capital stock of Xyplex, Inc., a Massachusetts corporation ("Xyplex"). Xyplex is a leading provider of access solutions between enterprise networks and wide area network and/or Internet service providers. The purchase price paid to Whittaker consisted of $35,000,000 in cash and three-year warrants to purchase up to 500,000 shares of Common Stock of the Company at an exercise price of $35 per share. The Company requires additional time to properly reflect the Xyplex Acquisition in its financial statements and Form 10-K for the year ended December 31, 1997. PART IV - OTHER INFORMATION (1) Name and telephone number of person to contact in regard to this notification. Edmund Glazer 978 952 4700 --------------------------------------------------------------------------- (Name) (Area code) (Telephone number) (2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). / X / Yes / / No --------------------------------------------------------------------------- (3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? / X / Yes / / No If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. 3 On September 26, 1996, the Company completed an acquisition (the "Fibronics Acquisition") from Elbit Ltd. ("Elbit") of certain of the assets and selected liabilities of Elbit's wholly-owned subsidiary, Fibronics Ltd. and its subsidiaries (collectively "Fibronics") related to Fibronics' computer networking and telecommunications businesses (the "Fibronics Business") in Germany, the United States, the United Kingdom, the Netherlands and Israel. The purchase price for the Fibronics Business was approximately $22,800,000, which was paid using a combination of cash and Common Stock of the Company. This acquisition resulted in non-recurring charges in the amount $17,795,000 and $6,974,000 for purchased technology in progress and restructuring, respectively. As a result of the non-recurring charges incurred in connection with the Fibronics Acquisition and the issuance of $30,000,000 principal amount of Convertible Subordinated Debentures to finance the Fibronics Acquisition, registrant reported a net loss of approximately $9,654,000 (or $0.49 per share) for the year ended December 31, 1996. No similar event occurred during the year ended December 31, 1997 and registrant expects to report revenues of $165,471,000 and net income of $22,585,000 ($0.95 per share - basic and $0.88 per share - diluted) for the year ended December 31, 1997. A copy of registrant's consolidated statements of operations, which it reported for 1996 and which it expects to report for 1997 is attached. MRV Communications, Inc. ----------------------------------------------------------------- (Name of Registrant as Specified in Charter) has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized. Date: March 31, 1998 By: /s/ EDMUND GLAZER ------------------- ------------------------------------------- Edmund Glazer, Vice President of Finance and Administration and Chief Financial Officer INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative's authority to sign on behalf of the registrant shall be filed with the form. __________________________________ATTENTION____________________________________ INTENTIONAL MISSTATEMENTS OR OMMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001). 4 MRV Communications, Inc. Condensed Consolidated Statements of Operations (In thousands, except share data)
Year ended ------------------------------ Dec. 31, ------------------------------ 1997 1996 ------------ ------------ REVENUES, net $ 165,471 $ 88,815 COSTS AND EXPENSES: Cost of goods sold 94,709 51,478 Research and development expenses 13,093 8,201 Selling, general and administrative expenses 27,365 14,025 Purchased technology in progress -- 17,795 Restructuring costs -- 6,974 Operating income 30,304 (9,658) Interest expense related to convertible debentures and acquisition 427 4,357 Other income (expense), net 2,328 153 Provision (credit) for income taxes 9,474 (4,404) Minority interests 146 196 NET INCOME (LOSS) 22,585 (9,654) NET INCOME (LOSS) PER SHARE -- BASIC 0.95 (0.49) NET INCOME (LOSS) PER SHARE -- DILUTED 0.88 (0.49) SHARES USED IN PER-SHARE CALCULATION -- BASIC 23,670,370 19,739,350 SHARES USED IN PER-SHARE CALCULATION -- DILUTED 25,733,784 19,739,350
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