0001095811-01-505451.txt : 20011010
0001095811-01-505451.hdr.sgml : 20011010
ACCESSION NUMBER: 0001095811-01-505451
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20011008
ITEM INFORMATION: Other events
ITEM INFORMATION: Financial statements and exhibits
FILED AS OF DATE: 20011009
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: 8-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11174
FILM NUMBER: 1754094
BUSINESS ADDRESS:
STREET 1: 20415 NORDHOFF ST
CITY: CHATSWORTH
STATE: CA
ZIP: 91311
BUSINESS PHONE: 8187730900
MAIL ADDRESS:
STREET 1: 20415 NORDHOFF ST
CITY: CHATSWORTH
STATE: CA
ZIP: 91311
8-K
1
v76226e8-k.txt
FORM 8-K
1
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): OCTOBER 8, 2001
MRV COMMUNICATIONS, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 06-1340090
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
20415 NORDHOFF STREET
CHATSWORTH, CA 91311
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
ISSUER'S TELEPHONE NUMBER: (818) 773-0900
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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Item 5. Other Events
On October 8, 2001, registrant and Luminent, Inc., registrant's 92.3%
owned subsidiary, jointly issued a press release announcing that registrant had
established an exchange ratio for the previously announced short-form merger of
Luminent. A copy of that press release is attached as Exhibit 99.1 to this Form
8-K and is incorporated herein by reference.
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Item 7. Financial Statements and Exhibits
(c) Exhibits
99.1 Press Release dated October 8, 2001.
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SIGNATURES
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, hereunto duly authorized.
Date: October 8, 2001
MRV COMMUNICATIONS, INC.
By: /s/ NOAM LOTAN
-------------------------
Noam Lotan
President and Chief Executive Officer
EX-99.1
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v76226ex99-1.txt
EXHIBIT 99.1
1
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
MRV AND LUMINENT ANNOUNCE
EXCHANGE RATIO FOR PREVIOUSLY ANNOUNCED SHORT-FORM MERGER
Chatsworth, California - October 8, 2001 - MRV Communications, Inc. (NASDAQ:
MRVC) and Luminent, Inc. (NASDAQ: LMNE) jointly announced today that MRV has
established the exchange ratio to effect the previously announced short-form
merger of Luminent, its 92.3% owned subsidiary. Each outstanding share of
Luminent common stock (except for shares presently held by MRV and shares held
by Luminent stockholders who perfect their statutory appraisal rights under
Delaware law) will be converted in the merger, entitling each such Luminent
stockholder to 0.43 of a share of MRV common stock. MRV will therefore issue up
to 5,160,000 shares of its common stock to the stockholders of Luminent. The
merger is still subject to the satisfaction of certain conditions including
regulatory approvals.
ABOUT MRV COMMUNICATIONS, INC.
MRV Communications, Inc. is a world-class leader in network infrastructure
systems and optical components. The company has leveraged its early leadership
in fiber optic technology into a portfolio of well-focused operating entities.
Accordingly, MRV formed a balanced portfolio of independent business units such
as Luminent, Optical Access, iTouch Communications, Cescomm and NBase-Xyplex. In
addition, MRV helped create and manage several cutting edge start-up companies
including Zaffire, Charlotte's Networks, Zuma Networks, RedC Optical Networks,
Optical Crossing and All Optical. Visit MRV's web site at http://www.mrv.com.
ABOUT LUMINENT
Luminent designs, manufactures and sells a comprehensive line of single mode
active and passive fiber optic components for high-capacity data transmission in
the metropolitan and access markets. Network equipment manufacturers rely on
Luminent to provide technical depth, responsive customer service and volume
manufacturing to meet the increasing requirements for transmission capacity and
speed between nationwide telecommunications networks and end-users. For more
information, visit www.luminentinc.com.
FORWARD-LOOKING AND CAUTIONARY STATEMENTS:
Statements contained in this press release may constitute "forward-looking
statements" and are made pursuant to the Private Securities Litigation Reform
Act of 1995. The accuracy of these statements may be impacted by a number of
business risks and uncertainties that could cause actual results to differ
materially from those projected or anticipated, including: the Company's
reliance on a small number of key customers, the Company's expectation that it
will incur net losses for the foreseeable future, the long sales cycles for the
Company's products, the risks the Company faces due to its international sales
and operations, the Company's limited operating history, the Company's reliance
on the development of the optical networking market, macroeconomic factors,
including the current domestic and worldwide economic downturn and economic,
political and military uncertainties associated with and resulting from the
September 11, 2001 terrorists attacks on the World Trade Center and the
Pentagon, the need to manage the Company's growth effectively, the Company's
success at developing and introducing new products, competition, the Company's
success at increasing market awareness of the Company and its products, the
Company's success at eliminating product defects prior to installation in large,
complex systems, the Company's lack of long-term contracts with its customers,
the Company's reliance on key personnel, the effect of possible future
acquisitions, the Company's ability to procure necessary resources, the
Company's ability to forecast component and material requirements, the Company's
ability to increase sales volumes, reduce costs and introduce higher margin
products, the Company's dependence on single
2
and limited source suppliers, the qualification of the Company's manufacturing
lines and products, the ability to cost effectively enforce the Company's
intellectual property rights, the Company's ability to acquire licenses for
third-party technology, the Company's ability to fund its growth and
development, MRV Communications' current control of the Company and potential
conflicts of interest, the planned merger or other alternatives of MRV and the
Company, and other risks outlined in the Company's SEC filings including the
Company's Annual Report on Form 10-K for the year ended December 31, 2000 and
the Company's Quarterly Report for the three months ended June 30, 2001 and
March 31, 2001, and the Company's Form S-1 filed on August 8, 2001. The Company
undertakes no obligation to update this forward-looking information.
CONTACT: MRV Communications Inc.
Diana Hayden, 818/886-6782, Investor Relations
diana@mrv.com
MRV Communications, Inc.