-----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, UHJGIVkUNkuCHtorPZXTIVHaE6b112JHNzS1iRzDYEIbdMl4DOL7EbZxhuLVTqbi 2XB0ppDeX4ECKNhjq4mbIA== 0000950148-99-002113.txt : 19990927 0000950148-99-002113.hdr.sgml : 19990927 ACCESSION NUMBER: 0000950148-99-002113 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19990924 EFFECTIVENESS DATE: 19990924 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: SEC FILE NUMBER: 333-87731 FILM NUMBER: 99716687 BUSINESS ADDRESS: STREET 1: 8943 FULLBRIGHT AVE CITY: CHATSWORTH STATE: CA ZIP: 91311 BUSINESS PHONE: 8187679044 MAIL ADDRESS: STREET 1: 8943 FULLBRIGHT AVE CITY: CHATSWORTH STATE: CA ZIP: 91311 S-8 1 FORM S-8 (1992 STOCK OPTION PLAN) 1 As filed with the Securities and Exchange Commission via EDGAR on September 24, 1999 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.)
8943 Fullbright Avenue Chatsworth, California 91311 (818) 773-9044 (818) 773-0906 (Fax) (Address of Principal Executive Offices) 1992 STOCK OPTION PLAN (Full Title of the Plan) NOAM LOTAN President and Chief Executive Officer 8943 Fullbright Avenue Chatsworth, California 91311 (818) 773-9044 (818) 773-0906 (Fax) (Name, Address, and Telephone Number, Including Area Code, of Agent for Service) Copies to: Mark A. Klein, Esq. Freshman, Marantz, Orlanski, Cooper & Klein 9100 Wilshire Boulevard, 8-East Beverly Hills, California 90212 (310) 273-1870 Telecopy: (310) 274-8357 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, $0.0034 par value per share 150,000 $5.25 $787,500 $219 - --------------------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(h)(1). 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). 3 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 Registrant's Form 10-K for the year ended December 31, 1998 (the "Form 10-K"). (b) All reports filed by Registrant pursuant to Sections 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the financial statements included in the above-mentioned Form 10-K. (c) The description of the Common Stock contained in the Company'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. II-2 4 ITEM 8. EXHIBITS. Exhibit Numbers 4.1 1992 Stock Option Plan, as amended. 4.2 Form of Stock Option Agreement under the 1992 Stock Option Plan. 5 Opinion of Freshman, Marantz, Orlanski, Cooper & Klein. 24.1 Consent of Freshman, Marantz, Orlanski, Cooper & Klein (included in Exhibit 5). 24.2 Consent of Independent Public Accountants. 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. II-3 5 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 24th day of September, 1999. 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 and appoints Noam Lotan, Shlomo Margalit and Edmund Glazer, 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.
SIGNATURE TITLE DATE --------- ----- ---- /s/ Noam Lotan President and Chief Executive Officer and a Director - ---------------------------------------- (Principal Executive Officer) September 24, 1999 Noam Lotan /s/Shlomo Margalit Chairman of the Board, Chief Technical Officer, - ---------------------------------------- Secretary, and a Director September 24, 1999 Shlomo Margalit /s/Edmund Glazer Vice President of Finance and Administration, Chief - ---------------------------------------- Financial Officer(Principal Financial and Accounting September 24, 1999 Edmund Glazer Officer /s/ Igal Shidlovsky - ---------------------------------------- Director September 24, 1999 Igal Shidlovsky /s/ Guenter Jaensch Director September 24, 1999 - ---------------------------------------- Guenter Jaensch - ---------------------------------------- Director September __, 1999 Daniel Tsumi Director September __, 1999 - ---------------------------------------- Baruch Fischer
II-4 EX-4.1 2 EXHIBIT 4.1 1 Exhibit 4.1 MRV COMMUNICATIONS, INC. 1992 STOCK OPTION PLAN (as amended through July 1996 and giving effect to a 3-for 2 and 2-for-1 stock splits on May 20 and July 29, 1996, respectively) ARTICLE I PURPOSE OF THE PLAN The purpose of this Plan is to encourage and enable employees, consultants, directors and others who are in a position to make significant contributions to the success of MRV COMMUNICATIONS, INC. and of its affiliated corporations upon whose judgment, initiative, and efforts the Corporation depends for the successful conduct of its business, to acquire a closer identification of their interests with those of the Corporation by providing them with opportunities to purchase stock in the Corporation pursuant to options granted hereunder, thereby stimulating their efforts on behalf of the Corporation and strengthening their desire to remain involved with the Corporation. ARTICLE II DEFINITIONS 2.1 "Affiliated Corporation" means any stock corporation of which a majority of the voting common or capital stock is owned directly or indirectly by the Corporation. 2.2 "Award" means an Option granted under Article V. 2.3 "Board" means the Board of Directors of the Corporation. 2.4 "Code" means the Internal Revenue Code of 1986, as amended from time to time. -1- 2 2.5 "Committee" means a committee of not less than two members of the Board appointed by the Board to administer the Plan, each of whom is a "disinterested person" within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, or any successor provision. 2.6 "Corporation" means MRV COMMUNICATIONS, INC., a Delaware corporation, or its successor. 2.7 "Employee" means any person who is a regular full-time or part-time employee of the Corporation or an Affiliated Corporation on or after March 27, 1992. 2.8 "Option" means an Incentive Stock Option or Non-Qualified Option granted by the Committee under Article V of this Plan in the form of a right to purchase Stock evidenced by an instrument containing such provisions as the Committee may establish. 2.9 "Participant" means a person selected by the Committee to receive an award under the Plan. 2.10 "Plan" means this 1992 Stock Option Plan. 2.11 "Incentive Stock Option" ("ISO") means an option which qualifies as an incentive stock option as defined in Section 422 of the Code, as amended. 2.12 "Non-Qualified Option" means any option not intended to qualify as an Incentive Stock Option. 2.13 "Stock" means the Common Stock, $.01 par value, of the Corporation or any successor, including any adjustments in the event of changes in capital structure of the type described in Article IX. 2.14 "Reporting Person" means a person subject to Section 16 of the Securities Exchange Act of 1934, or any successor provision. -2- 3 2.15 "Restricted Period" means the period of time selected by the Committee during which an Award may be forfeited by the person. ARTICLE III ADMINISTRATION OF THE PLAN 3.1 Administration by the Committee. This Plan shall be administered by the Committee as defined herein. From time to time, the Board may increase the size of the Committee and appoint additional members thereto, remove members (with or without cause) and appoint new members in substitution therefor, fill vacancies however caused, or remove all members of the Committee and thereafter directly administer the Plan. No member of the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any options granted under it. 3.2 Powers. The Committee shall have full and final authority to operate, manage and administer the Plan on behalf of the Corporation. This authority includes, but is not limited to: (a) The power to grant Awards conditionally or unconditionally, (b) The power to prescribe the form or forms of the instruments evidencing Awards granted under this Plan, (c) The power to interpret the Plan, (d) The power to provide regulations for the operation of the incentive features of the Plan, and otherwise to prescribe and rescind regulations for interpretation, management and administration of the Plan, -3- 4 (e) The power to delegate responsibility for Plan operation, management and administration on such terms, consistent with the Plan, as the Committee may establish, (f) The power to delegate to other persons the responsibility of performing ministerial acts in furtherance of the Plan's purpose, and (g) The power to engage the services of persons, companies, or organizations in furtherance of the Plan's purpose, including but not limited to, banks, insurance companies, brokerage firms and consultants. 3.3 Additional Powers. In addition, as to each Option to buy Stock of the Corporation, the Committee shall have full and final authority in its discretion: (a) to determine the number of shares of Stock subject to each Option; (b) to determine the time or times at which Options will be granted; (c) to determine the option price of the shares of Stock subject to each Option, which price shall be not less than the minimum price specified in Article V of this Plan; (d) to determine the time or times when each Option shall become exercisable and the duration of the exercise period (including the acceleration of any exercise period), which shall not exceed the maximum period specified in Article V; and (e) to determine whether each Option granted shall be an Incentive Stock Option or a Non-qualified Option. In no event may the Corporation grant an Employee any Incentive Stock Option that is first exercisable during any one calendar year to the extent the aggregate fair market value of the Stock (determined at the time the options are granted) exceeds $100,000 (under all stock options plans of the Corporation and any Affiliated Corporation); provided, however, that this paragraph -4- 5 shall have no force and effect if its inclusion in the Plan is not necessary for Incentive Stock Options issued under the Plan to qualify as such pursuant to Section 422(d)(1) of the Code. ARTICLE IV ELIGIBILITY 4.1 Eligible Employees. All Employees (including Directors and Officers who are Employees and who have not irrevocably elected to be ineligible to participate in the Plan) are eligible to be granted Incentive Stock Option and Non-Qualified Option Awards under this Plan. 4.2 Consultants, Directors and other Non-Employees. Any Consultant, Director (whether or not an Employee) and any other Non-Employee is eligible to be granted Non-Qualified Option Awards under the Plan provided the person has not irrevocably elected to be ineligible to participate in the Plan, and provided further that upon appointment to the Committee at the first Board of Directors meeting following the Annual Meeting of the Shareholders, each non-employee director appointed to the Committee shall be deemed to be ineligible to participate under the Plan during his or her period of service on the Committee. 4.3 Relevant Factors. In selecting individual Employees, Consultants, Directors, and other Non-Employees to whom Awards shall be granted, the Committee shall weigh such factors as are relevant to accomplish the purpose of the Plan as stated in Article I. An individual who has been granted an Award may be granted one or more additional Awards, if the Committee so determines. The granting of an Award to any individual shall neither entitle that individual to, nor disqualify him from, participation in any other grant of Awards. -5- 6 ARTICLE V STOCK OPTION AWARDS 5.1 Number of Shares. Subject to the provisions of Article X of this Plan, the aggregate number of shares of Stock for which Options may be granted under this Plan shall not exceed 1,950,000 shares. The shares to be delivered upon exercise of Options under this Plan shall be made available, at the discretion of the Committee, either from authorized but unissued shares or from previously issued and reacquired shares of Stock held by the Corporation as treasury shares, including shares purchased in the open market. Stock issuable upon exercise of an option granted under the Plan may be subject to such restrictions on transfer, repurchase rights or other restrictions as shall be determined by the Committee. 5.2 Effect of Expiration, Termination or Surrender. If an Option under this Plan shall expire or terminate unexercised as to any shares covered thereby, or shall cease for any reason to be exercisable in whole or in part, or if the Corporation shall reacquire any unvested shares issued pursuant to Options under the Plan, such shares shall thereafter be available for the granting of other Options under this Plan. 5.3 Term of Options. The full term of each Option granted hereunder shall be for such period as the Committee shall determine. In the case of Incentive Stock Options granted hereunder, the term shall not exceed ten (10) years from the date of granting thereof. Each Option shall be subject to earlier termination as provided in Sections 6.4 and 6.5. Notwithstanding the foregoing, the term of options intended to qualify as "Incentive Stock Options" shall not exceed five (5) years from the date of granting thereof if such option is granted to any employee who at the time -6- 7 such option is granted owns more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation. 5.4 Option Price. The option price shall be determined by the Committee at the time any Option is granted. In the case of Incentive Stock Options, the exercise price shall not be less than 100% of the fair market value of the shares covered thereby at the time the Incentive Stock Option is granted (but in no event less than par value), provided that in the case where an Incentive Stock Option is granted hereunder to any Employee who at the time of grant owns Stock possessing more than 10% of the combined voting power of all classes of stock of the Corporation and its Affiliated Corporations, the Incentive Stock Option price shall equal not less than 110% of the fair market value of the shares covered thereby at the time the Incentive Stock Option is granted. In the case of Non-Qualified Stock Options, the exercise price shall not be less than par value. 5.5 Fair Market Value. If, at the time an Option is granted under the Plan, the Corporation's Stock is publicly traded, "fair market value" shall be determined as of the last business day for which the prices or quotes discussed in this sentence are available prior to the date such Option is granted and shall mean (i) the average (on that date) of the high and low prices of the Stock on the principal national securities exchange on which the Stock is traded, if the Stock is then traded on a national securities exchange; or (ii) the last reported sale price (on that date) of the Stock on the NASDAQ National Market List, if the Stock is not then traded on a national securities exchange; or (iii) the closing bid price (or average of bid prices) last quoted (on that date) by an established quotation service for over-the-counter securities, if the Stock is not reported on the NASDAQ National Market List. However, if the Stock is not publicly traded at the time an Option is granted under the Plan, "fair market value" shall be deemed to be the fair value of the Stock as determined by the Committee under Section 3.3. -7- 8 5.6 Non-Transferability of Options. No Option granted under this Plan shall be transferable by the grantee otherwise than by will or the laws of descent and distribution, and such Option may be exercised during the grantee's lifetime only by the grantee. 5.7 Foreign Nationals. Awards may be granted to Participants who are foreign nationals or employed outside the United States on such terms and conditions different from those specified in the Plan as the Committee considers necessary or advisable to achieve the purposes of the Plan or comply with applicable laws. ARTICLE VI EXERCISE OF OPTION 6.1 Exercise. Each Option granted under the Plan shall be exercisable on such date or dates and during such period and for such number of shares as shall be determined pursuant to the provisions of the instrument evidencing such Option. The Committee shall have the right to accelerate the date of exercise of any option, provided that, the Committee shall not accelerate the exercise date of any Incentive Stock Option granted if such acceleration would violate the annual vesting limitation contained in Section 422(d)(1) of the Code. 6.2 Notice of Exercise. A person electing to exercise an Option shall give written notice to the Corporation of such election and of the number of shares he or she has elected to purchase and shall at the time of exercise tender the full purchase price of the shares he or she has elected to purchase. 6.3 Delivery of Stock. No shares shall be delivered pursuant to any exercise of an Option until payment in full of the option price therefore is received by the Corporation. Such payment may be made in whole or in part in cash or, to the extent permitted by the Committee at or -8- 9 after the grant of an Option, by delivery of a note or shares of the Stock owned by the optionee, including Restricted Stock, valued at their fair market value on the date of delivery, or such other lawful consideration as the Committee may determine. Until such person has been issued a certificate or certificates for the shares so purchased, he or she shall possess no rights of a record holder with respect to any of such shares. 6.4 Option Unaffected by Change in Duties. No Incentive Stock Option, and, unless otherwise determined by the Committee, no Non-Qualified Option granted to a person who is, on the date of the grant, an Employee of the Corporation or an Affiliated Corporation, shall be affected by any change of duties or position of the optionee (including transfer to or from an Affiliated Corporation), so long as he or she continues to be an Employee. Employment shall be considered as continuing and uninterrupted during any bona fide leave of absence (such as those attributable to illness, military obligations or governmental service) provided that the period of such leave does not exceed 90 days or, if longer, any period during which such optionee's right to re-employment is guaranteed by statute. A bona fide leave of absence with the written approval of the Committee shall not be considered an interruption of employment under the Plan, provided that such written approval contractual obligates the Corporation or any Affiliated Corporation to continue the employment of the optionee after the approved period of absence. If the optionee shall cease to be an Employee for any reason other than death, such Option shall thereafter be exercisable only to the extent of the purchase rights, if any, which have accrued as of the date of such cessation; provided that (i) the Committee may provide in the instrument evidencing any Option that the Committee may in its absolute discretion, upon any such cessation of employment, determine (but be under no obligation to determine) that such accrued purchase rights shall be deemed to include additional shares covered by such Option; and (ii) unless -9- 10 the Committee shall otherwise provide in the instrument evidencing any Option, upon any such cessation of employment, such remaining rights to purchase shall in any event terminate upon the earlier of (A) the expiration of the original term of the Option; or (B) where such cessation of employment is on account of disability, the expiration of one year from the date of such cessation of employment and, otherwise, the expiration of three months from such date. For purposes of the Plan, the term "disability" shall mean "permanent and total disability" as defined in Section 22(e)(3) of the Code. 6.5 Death of Optionee. Should an optionee die while in possession of the legal right to exercise an Option or Options under this Plan, such persons as shall have acquired, by will or by the laws of descent and distribution, the right to exercise any Options theretofore granted, may, unless otherwise provided by the Committee in any instrument evidencing any Option, exercise such Options at any time prior to one year from the date of death; provided, that such Option or Options shall expire in all events no later than the last day of the original term of such Option; provided, further, that any such exercise shall be limited to the purchase rights which have accrued as of the date when the optionee ceased to be an Employee, whether by death or otherwise, unless the Committee provides in the instrument evidencing such Option that, in the discretion of the Committee, additional shares covered by such Option may become subject to purchase immediately upon the death of the optionee. ARTICLE VII REPORTING PERSON LIMITATIONS To the extent required to qualify for the exemption provided by Rule 16b-3 under the Securities Exchange Act of 1934, and any successor provision, at least six months must elapse -10- 11 from the date of acquisition of an Option by a Reporting Person to the date of disposition of such Option (other than upon exercise) or its underlying Common Stock. ARTICLE VIII TERMS AND CONDITION OF OPTIONS Options shall be evidenced by instruments (which need not be identical) in such forms as the Committee may from time to time approve. Such instruments shall conform to the terms and conditions set forth in Articles V and VI hereof and may contain such other provisions as the Committee deems advisable which are not inconsistent with the Plan, including restrictions applicable to shares of Stock issuable upon exercise of Options. In granting any Non-Qualified Option, the Committee may specify that such Non-Qualified Option shall be subject to the restrictions set forth herein with respect to Incentive Stock Options, or to such other termination and cancellation provisions as the Committee may determine. The Committee may from time to time confer authority and responsibility on one or more of its own members and/or one or more officers of the Corporation to execute and deliver such instruments. The proper officers of the Corporation are authorized and directed to take any and all action necessary or advisable from time to time to carry out the terms of such instruments. ARTICLE IX BENEFIT PLANS Awards under the Plan are discretionary and are not a part of regular salary. Awards may not be used in determining the amount of compensation for any purpose under the benefit plans of the Corporation, or an Affiliated Corporation, except as the Committee may from time to time -11- 12 expressly provide. Neither the Plan, an Option or any instrument evidencing an Option confers upon any Employee the right to continued employment with the Corporation or an Affiliated Corporation. ARTICLE X AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN The Committee may suspend the Plan or any part thereof at any time or may terminate the Plan in its entirety. Awards shall not be granted after Plan termination. The Committee may also amend the Plan from time to time, except that amendments which affect the following subjects must be approved by stockholders of the Corporation: (a) Except as provided in Article XI relative to capital changes, the number of shares as to which Options may be granted pursuant to Article V; (b) The maximum term of Options granted; (c) The minimum price at which Options may be granted; (d) The term of the Plan; and (e) The requirements as to eligibility for participation in the Plan. Awards granted prior to suspension or termination of the Plan may not be canceled solely because of such suspension or termination, except with the consent of the grantee of the Award. ARTICLE XI CHANGES IN CAPITAL STRUCTURE The instruments evidencing Options granted hereunder shall be subject to adjustment in the event of changes in the outstanding Stock of the Corporation by reason of stock dividends, -12- 13 stock splits, recapitalizations, reorganizations, mergers, consolidations, combinations, exchanges or other relevant changes in capitalization occurring after the date of an Award to the same extent as would affect an actual share of stock issued and outstanding on the effective date of such change. Such adjustment to outstanding Options shall be made without change in the total price applicable to the unexercised portion of such options, and a corresponding adjustment in the applicable option price per share shall be made. In the event of any such change, the aggregate number and classes of shares for which Options may thereafter be granted under Section 5.1 of this Plan may be appropriately adjusted as determined by the Committee so as to reflect such change. Notwithstanding the foregoing, any adjustments made pursuant to this Article XI with respect to Incentive Stock Options shall be made only after the Committee, after consulting with counsel for the Corporation, determines whether such adjustments would constitute a "modification" of such Incentive Stock Options (as that term is defined in Section 424 of the Code) or would cause any adverse tax consequences for the holders of such Incentive Stock Options. If the Committee determines that such adjustments made with respect to Incentive Stock Options would constitute a modification of such Incentive Stock Options, it may refrain from making such adjustments. In the event of the proposed dissolution or liquidation of the Corporation, each Option will terminate immediately prior to the consummation of such proposed action or at such other time and subject to such other conditions as shall be determined by the Committee. Except as expressly provided herein, no issuance by the Corporation of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares subject to Options. No adjustments shall be made for dividends paid in cash or in property other than securities of the Corporation. -13- 14 No fractional shares shall be issued under the Plan and the optionee shall receive from the Corporation cash in lieu of such fractional shares. ARTICLE XII EFFECTIVE DATE AND TERM OF THE PLAN The Plan shall become effective on March 27, 1992. The Plan shall continue until such time as it may be terminated by action of the Committee; provided, however, that no Options may be granted under this Plan on or after the tenth anniversary of the effective date hereof. ARTICLE XIII CONVERSION OF ISOS INTO NON-QUALIFIED OPTIONS; TERMINATION OF ISOS The Committee, at the written request of any optionee, may in its discretion take such actions as may be necessary to convert such optionee's Incentive Stock Options, that have not been exercised on the date of conversion, into Non-Qualified Options at any time prior to the expiration of such Incentive Stock Options, regardless of whether the optionee is an employee of the Corporation or an Affiliated Corporation at the time of such conversion. Such actions may include, but not be limited to, extending the exercise period or reducing the exercise price of such Options. At the time of such conversion, the Committee (with the consent of the optionee) may impose such conditions on the exercise of the resulting Non-Qualified Options as the Committee in its discretion may determine, provided that such conditions shall not be inconsistent with the Plan. Nothing in the Plan shall be deemed to give any optionee the right to have such optionee's Incentive Stock Options converted into Non-Qualified Options, and no such conversion shall occur until and unless the -14- 15 Committee takes appropriate action. The Committee, with the consent of the optionee, may also terminate any portion of any Incentive Stock Option that has not been exercised at the time of such termination. ARTICLE XIV APPLICATION OF FUNDS The proceeds received by the Corporation from the sale of shares pursuant to Options granted under the Plan shall be used for general corporate purposes. ARTICLE XV GOVERNMENTAL REGULATION The Corporation's obligation to sell and deliver shares of Stock under this Plan is subject to the approval of any governmental authority required in connection with the authorization, issuance or sale of such shares. ARTICLE XVI WITHHOLDING OF ADDITIONAL INCOME TAXES Upon the exercise of a Non-Qualified Option or the making of a Disqualifying Disposition (as defined in Article XVI), the Corporation, in accordance with Section 3402(a) of the Code, may require the optionee to pay additional withholding taxes in respect of the amount that is considered compensation includible in such person's gross income. The Committee in its discretion may condition the exercise of an Option on the payment of such additional withholding taxes. -15- 16 ARTICLE XVII NOTICE TO CORPORATION OF DISQUALIFYING DISPOSITION Each employee who receives an Incentive Stock Option must agree to notify the Corporation in writing immediately after the employee makes a Disqualifying Disposition of any Stock acquired pursuant to the exercise of an Incentive Stock Option. A Disqualifying Disposition is any disposition (including any sale) of such Stock before the later of (a) two years after the date the employee was granted the Incentive Stock Option or (b) one year after the date the employee acquired Stock by exercising the Incentive Stock Option. If the employee has died before such stock is sold, these holding period requirements do not apply and no Disqualifying Disposition can occur thereafter. ARTICLE XVIII GOVERNING LAW; CONSTRUCTION The validity and construction of the Plan and the instruments evidencing Options shall be governed by the laws of the State of Delaware. In construing this Plan, the singular shall include the plural and the masculine gender shall include the feminine and neuter, unless the context otherwise requires. -16- EX-4.2 3 EXHIBIT 4.2 1 Exhibit 4.2 --------------- (Date) Name Address City, State, Zip Dear Name: I am pleased to advise you that MRV Communications, Inc. (the "Company") has awarded you, pursuant to its ____ Stock Option Plan, an incentive stock option to purchase (__________) shares of the Common Stock, $.01 par value per share, of the Company, at a price of $____ per share, for a total exercise price of ___________________________ ($_________). The Company is making this option grant to you to encourage your efforts at helping the Company grow and succeed. Regardless of your decision whether or not to buy, you are requested to keep the number of shares for which you are eligible strictly confidential. The following terms and conditions are applicable with respect to this option, and your signature below shall constitute your acknowledgment and acceptance of same: (a) This option shall not be transferable under any circumstances except by operation of law. During your lifetime, this option is only exercisable by you. (b) The price at which this option may be exercised shall be $______ per share, for a total exercise price of ____________________________ ($_________). (c) This option is exercisable commencing ________________. It may be exercised at any time thereafter prior to ___________, subject to the following terms: (1) Should you terminate your employment with the Company (or a parent or subsidiary of the Company) for any reason other than death or disability as defined in Internal Revenue Code of 1986 (the "Code") Section 105(d)(4), all vested options shall expire immediately. You will have ninety (90) days from the effective date of your termination to exercise all vested options, after which time they shall also expire. (2) In the event of termination of your employment as a result of your death, the outstanding options exercisable by you at the date of your death may be exercised by your estate until one (1) year from the date of your death. 2 Name Date Page 3 (3) In the event of termination of your employment as a result of your disability, as above defined, or in the event of a disability that lasts for more than ninety (90) days, all outstanding options exercisable by you at the date of such termination shall terminate one (1) year from the date your employment terminates. (d) This option may be exercised in whole or in part from time to time provided, however, that an option may not be exercised as to less than 100 shares at any one time, unless it is being exercised in full and the balance of shares subject to option is less than one hundred (100). (e) The shares of Common Stock underlying this option and the exercise price therefor and the minimum number of shares that may be purchased at any time shall be appropriately adjusted from time to time for stock splits, reverse splits, stock dividends and reclassifications of shares. (f) In the event of a sale or acquisition of substantially all of the stock or assets of the Company, the Company shall give thirty (30) days notice of such an event to you and you may exercise up to 100% of this option before the event takes place. The terms of this provision shall be void if the inclusion of this provision in the option agreement causes this option not to qualify as an Incentive Stock Option under Section 422 of the code. (g) Notwithstanding anything contained herein to the contrary (except Subparagraph (f) hereof), the maximum extent to which this option may be exercised in each period is as follows: Number of Period Options Exercisable ------ ------------------- This opportunity to purchase stock in the Company is being offered because of the Company's desire to reward continuing loyal service. Exercising options may not be a prudent business decision for some employees. Therefore, we urge you to review this opportunity carefully and make a decision to exercise options only if your personal financial situation makes this a wise choice. 3 Name Date Page 3 When you wish to exercise this option, please refer to the provisions of this letter and then correspond in writing with the Secretary of the Company. Further, please indicate your acknowledgment and acceptance of this option by signing the enclosed copy of this letter and returning it to the undersigned. Very truly yours, MRV COMMUNICATIONS, INC. By:_______________________________ _____________, President ACKNOWLEDGMENT AND ACCEPTANCE: ________________________________________ (Optionee) EX-5 4 EXHIBIT 5 1 EXHIBIT 5 [LETTERHEAD OF FRESHMAN, MARANTZ, ORLANSKI COOPER & KLEIN, a Law Corporation] September 23, 1999 MRV Communications, Inc. 8943 Fullbright Avenue Chatsworth, CA 91311 Re: MRV Communications, Inc. Registration Statement on Form S-8 150,000 Shares issuable upon exercise of options granted under 1992 Stock Option Plan Dear Sirs: We are counsel to MRV Communications, Inc. a Delaware (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 150,000 shares of Common Stock, $0.0034 par value of the Company (the "Common Stock ") issuable upon exercise of options granted and to be granted under the Company's 1992 Stock Option Plan (the "Plan"). 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 Plan 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/ Freshman, Marantz, Orlanski, Cooper & Klein, FRESHMAN, MARANTZ, ORLANSKI, COOPER & KLEIN, A Law Corporation EX-24.2 5 EXHIBIT 24.2 1 Exhibit 24.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference of in this registration statement of our reports dated February 15, 1999 included in MRV Communications, Inc.'s Form 10-K for the year ended December 31, 1998 and to all references to our Firm included in this registration statement. /s/ Arthur Andersen LLP ARTHUR ANDERSEN LLP Los Angeles, California September 20, 1999. -----END PRIVACY-ENHANCED MESSAGE-----