8-K

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): March 16, 2010

MRV COMMUNICATIONS, INC.

(Exact name of Registrant as specified in its charter)

DELAWARE (State or other jurisdiction of Incorporation or organization) 001-11174 (Commission File Number) 06-1340090 (I.R.S. Employer Identification Number)

20415 Nordhoff Street, Chatsworth, CA  91311

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (818) 773-0900

Not Applicable

Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

On March 16, 2010, MRV Communications, Inc. (the “Company”) issued a press release announcing its financial results for the quarter and year ended December 31, 2009, the text of which is set forth in Exhibit 99.1 attached hereto.  In addition, as previously announced, the Company is holding a teleconference and audio webcast on March 16, 2010 to discuss its financial results for the quarter and year ended December 31, 2010.  The slide presentation materials to be presented at the teleconference and webcast are furnished herewith as Exhibit 99.2.  The information in Exhibits 99.1 and 99.2 is being furnished pursuant to Item 2.02 of Form 8-K.  All information in the press release and slide presentation materials is presented as of December 31, 2010 unless specifically stated otherwise in those materials, and the Company does not assume any obligation to update such information in the future.

The information included in this Item 2.02, as well as in Exhibits 99.1 and 99.2 attached hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d)Exhibits

Exhibit 99.1Company’s Press Release dated March 16, 2010

Exhibit 99.2Slide Presentation Materials for Teleconference and Webcast on March 16, 2010

2

SIGNATURE

Pursuant to the requirements of the Exchange Act, the Company has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized.

Date: March 16, 2010
	MRV COMMUNICATIONS, INC.
	By:	/s/ Noam Lotan
		Noam Lotan
		Chief Executive Officer

3

EX-99.1

Exhibit 99.1

MRV Announces Fourth Quarter and Fiscal Year 2009 Financial Results

CHATSWORTH, CA — March 16, 2010 — MRV COMMUNICATIONS, INC. (Pink Sheets: MRVC), today announced financial results for the fourth quarter and fiscal year ended December 31, 2009.

“During the quarter, we have made broad improvements across all of our operating segments, compared with the same quarter in the prior year.  In the fourth quarter of 2009, we generated year-over-year revenue growth of 5 percent, increased gross margin by 730 basis points, and decreased operating expenses by 2 percent, excluding the goodwill impairment charge recognized in 2008,” commented Noam Lotan, chief executive officer of MRV.

“We see positive signs that our markets are recovering, yet, the environment remains challenging, competitive, and uncertain. While we believe we are well positioned to emerge from the downturn with renewed strength and opportunity, it is a pivotal time for MRV as we execute upon our strategy and focus each business segment on delivering profit, innovation and technology leadership,” said Lotan.

Consolidated Results

Revenue for the fourth quarter was $124.4 million, compared with revenue of $115.1 million in the preceding quarter and $118.1 million in the fourth quarter of the prior year.  All three business segments contributed to the sequential growth.

Fourth quarter 2009 gross margin was 33 percent, compared with 30 percent in the prior quarter and 25 percent reported in the fourth quarter of 2008.

The company reported a net profit attributed to MRV of $18.1 million in the fourth quarter of 2009, or $0.11 per diluted share, which included share-based compensation charges of $0.6 million, $20.5 million gain related to the settlement reached with Fiberxon shareholders, a $3.5 million gain from investment activities, and a loss of $6.5 million from discontinued operations related to the sale of EDSLan.  This compares with a net loss of $0.5 million, or ($0.00) per share in the prior quarter, which included share-based compensation charges of $0.6 million and $0.4 million income from discontinued operations related to the sale of EDSLan.

For the year ended December 31, 2009 the company reported revenue of $448.1 million, compared with $466.8 million in the prior year; gross margin of 28 percent, compared with 29 percent in the prior year; and net loss attributable to MRV stockholders of $3.5 million, or ($0.02) per share.

On December 24, 2009, MRV entered into an agreement to divest its 90 percent interest in EDSLan, a communication equipment distribution company located in Milan, Italy. EDSLan was part of the Network Integration segment and the historical financial results of EDSLan have been reclassified as discontinued operations as set forth in this press release and the annual report on Form 10-K filed with the SEC. Accordingly, the related assets and liabilities of EDSLan have been classified as assets and liabilities held for sale in the balance sheet and MRV recognized a loss related to the write down of EDSLan assets to the net realizable value in 2009.

Operating Segment Results

The Network Equipment group reported revenue of $29.7 million, compared with $26.6 million in the prior quarter and $29.8 million in the fourth quarter of 2008.  Network Equipment revenue for fiscal 2009 was $104.5 million, compared with $125.6 million in the same period of the prior year.

The Network Integration group reported revenue of $41.2 million, compared with $35.3 million in the third quarter of fiscal 2009, and $45.0 million in the fourth quarter of fiscal 2008.  Network Integration group reported revenue of $143.3 million for fiscal 2009, compared with $153.3 million in 2008.

The Optical Components group, Source Photonics, reported revenue of $56.6 million in the fourth quarter 2009, compared with $55.9 million in the prior quarter and $46.4 million in the fourth quarter of 2008.  Optical Components revenue for fiscal year 2009 was $210.6 million, compared with $201.6 million in 2008.

Conference Call

MRV will host a conference call to discuss its fourth quarter and fiscal year 2009 financial results today at 5:00 p.m. Eastern time (2:00 p.m. Pacific time).  For parties in the United States and Canada, call 877-941-2068 to access the conference call.  International parties can access the call at 480-629-9712. MRV will offer its live audio broadcast of the conference call, along with the financial presentation, on the MRV Investor website at http://ir.mrv.com. For replay information, please visit the MRV Investor website.

Forward-Looking Statements

This press release contains statements regarding future financial and operating results of MRV, management’s assessment of business trends, specifically MRV’s position to take advantage of key emerging industry trends and management’s expectations regarding those trends, and other statements about management’s future expectations, beliefs, goals, plans or prospects and those of the market segments in which MRV is engaged that are based on management’s current expectations, estimates, forecasts and projections about MRV and its consolidated businesses and the respective market segments in which MRV’s businesses operate, in addition to managements’ assumptions. Statements in this press release regarding MRV’s future financial and operating results, which are not statements of historical facts, constitute forward- looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995.  Words such as “expects,” “anticipates,” “envisions,” “estimates,” “targets,” “intends,” “plans,” “believes,” “seeks,” “should,” “forecasts,” “projects,” variations of such words and similar expressions are intended to identify such forward-looking statements which are not statements of historical facts. These forward-looking statements are not guarantees of future performance or that the events anticipated will occur or that expected conditions will remain the same or improve.  These statements involve certain risks, uncertainties and assumptions, the likelihood of which are difficult to assess and may not occur, including risks that each of its business segments may not make the expected progress in its respective market, or that management’s long term strategy may not achieve the expected results. Other risks and uncertainties

relate to delayed lead times in receiving components and delivery times to customers due to short-term capacity constraints, potential changes in relationships with MRV’s customers and suppliers and their financial condition, MRV’s success in developing, introducing and shipping product enhancements and new products, increased competition in our market segments, market acceptance of new products, continued market acceptance of existing products and continued success in selling the products of other companies, product price discounts, the timing and amount of significant orders from customers, obsolete inventory or product returns, warranty and other claims on products, the continued ability of MRV to protect its intellectual property rights and avoid onerous licensing fees, changes in product mix, maturing product life cycles, implementation of operating cost structures that align with revenue growth, political instability in areas of the world in which MRV operates, currency fluctuations, changes in accounting rules, general economic conditions, as well as changes in such conditions specific to our market segments, risks of manufacturing and maintaining intellectual property rights in Asia, litigation related to MRV’s historical stock option granting practices, its acquisition of Fiberxon, Inc. and patent infringement claims by others, and maintenance of our inventory and production backlog.  Therefore, actual outcomes, performance and results may differ from what is expressed or forecast in such forward-looking statements, and such differences may vary materially from current expectations.

For further information regarding risks and uncertainties associated with MRV’s businesses, please refer to the “Management’s Discussion and Analysis of Results of Operations and Financial Condition” and “Risk Factors” sections of MRV’s SEC filings, including, but not limited to, its annual report on Form 10-K for the year ended December 31, 2009, and its quarterly reports on Form 10-Q, copies of which may be obtained by contacting MRV’s investor relations department or at MRV’s website at www.mrv.com or from the SEC’s EDGAR website at www.sec.gov.

All information in this release is as of March 16, 2010.  MRV undertakes no duty to update any forward-looking statement to conform the statement to actual results or changes in MRV’s expectations.

About MRV Communications, Inc.

MRV Communications, Inc. is a leading networking company with a full line of packet-optical transport (“POTS”), carrier Ethernet, 40G and out-of-band networking equipment, services and optical components for high-speed carrier and enterprise networks and specialized aerospace, defense and other communications networks. MRV’s networking business provides equipment for commercial customers, governments and telecommunications service providers. MRV markets and sells its products worldwide, with operations in Europe that provide network system design, integration and distribution. The company’s optical components business which provides optical communications components for access and Fiber-to-the-Premises applications operates under the Source Photonics brand. For more information about MRV and its products, please call (818) 773-0900 or visit www.mrv.com and www.sourcephotonics.com.

Investor Relations	The Blueshirt Group for MRV
MRV Communications, Inc.	Maria Riley
Investor Relations	(415) 217-2631
(818) 886-MRVC (6782)	maria@blueshirtgroup.com
ir@mrv.com

MRV Communications, Inc.

Statement of Operations

(In thousands, except per share data)

	Three Months Ended						Year Ended
	Dec 31, 2009			Dec 31, 2008			Dec 31, 2009			Dec 31, 2008
	(Unaudited)
Revenue	$	124,446		$	118,082		$	448,120		$	466,821
Cost of goods sold	83,790			88,125			322,306			331,753
Gross profit	40,656			29,957			125,814			135,068
Gross margin	33		%	25		%	28		%	29		%
Operating costs and expenses:
Product development and engineering	9,896			8,640			36,735			38,746
Selling, general and administrative	28,740			30,770			99,622			116,595
Impairment of goodwill	—			100,250			—			100,250
Amortization of intangibles	565			564			2,257			2,434
Total operating expenses	39,201			140,224			138,614			258,025
Operating income (loss)	1,455			(110,267		)	(12,800		)	(122,957		)
Interest Expense	(690		)	(826		)	(2,958		)	(3,497		)
Gain from settlement of deferred consideration obligation	20,524			—			20,524			—
Gain from sales of investments in unconsolidated entities	3,488			2,580			3,488			2,580
Other income, net	265			(1,695		)	1,198			1,703
Income (loss) from continuing operations before taxes	25,042			(110,208		)	9,452			(122,171		)
Provision (benefit) for income taxes	54			426			5,345			1,936
Net income (loss) of continuing operations	24,988			(110,634		)	4,107			(124,107		)
Income (loss) from discontinued operations, net of tax	(6,512		)	337			(5,772		)	1,002
Net income (loss)	18,476			(110,297		)	(1,665		)	(123,105		)
Less:
Net income (loss) from continuing operationsattributable to noncontrolling interests	323			63			1,757			40
Net income (loss) from discontinued operationsattributable to noncontrolling interests	15			30			47			59
Net income (loss) attributable to MRV	$	18,138		$	(110,390	)	$	(3,469	)	$	(123,204	)
Net income (loss) from continuing operations attributable to MRV	$	24,665		$	(110,697	)	$	2,350		$	(124,147	)
Net income (loss) from discontinued operations attributable to MRV	$	(6,527	)	$	307		$	(5,819	)	$	943
Net income (loss) attributable to MRV per share - basic:
From continuing operations:	$	0.16		$	(0.70	)	$	0.01		$	(0.79	)
From discontinued operations:	$	(0.04	)	$	0.00		$	(0.04	)	$	0.01
Net income (loss) attributable to MRV per share - basic (1)	$	0.12		$	(0.70	)	$	(0.02	)	$	(0.78	)
Net income (loss) attributable to MRV per share - diluted:
From continuing operations:	$	0.16		$	(0.70	)	$	0.01		$	(0.79	)
From discontinued operations:	$	(0.04	)	$	0.00		$	(0.04	)	$	0.01
Net income (loss) attributable to MRV per share - diluted (1)	$	0.11		$	(0.70	)	$	(0.02	)	$	(0.78	)
Weighted average number of shares:
Basic	157,608			157,438			157,547			157,323
Diluted	157,987			157,438			157,665			157,323

(1) Amounts may not add due to rounding.

MRV Communications, Inc.

Balance Sheet

(in Thousands)

	December 31,		December 31,
	2009		2008
ASSETS
Current assets:
Cash and cash equivalents	$	55,909	$	67,931
Short-term marketable securities	17,879		12,295
Restricted time deposits	18,680		1,335
Accounts receivable, net	103,247		83,235
Inventories	61,803		84,260
Deferred income taxes	3,217		2,095
Other current assets	35,492		32,291
Current assets from discontinued operations held for sale	39,640		40,009
Total current assets	335,867		323,451
Property and equipment, net	23,723		22,502
Goodwill	25,707		24,640
Deferred income taxes, net of current portion	185		1,480
Intangibles, net	7,303		9,560
Other assets	4,969		5,824
Noncurrent assets from discontinued operations held for sale	—		5,429
Total assets	$	397,754	$	392,886
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term debt	$	66,088	$	24,522
Deferred consideration payable	8,012		30,036
Accounts payable	60,552		77,162
Accrued liabilities	36,003		38,832
Deferred revenue	14,048		12,525
Other current liabilities	4,615		2,588
Current liabilities from discontinued operations held for sale	27,109		26,138
Total current liabilities	216,427		211,803
Other long-term liabilities	7,322		7,921
Long-term liabilities from discontinued operations held for sale	—		1,351
Commitments and contingencies
Total MRV stockholders’ equity	167,286		166,700
Non-controlling interests	6,719		5,111
Total Equity	174,005		171,811
Total liabilities and stockholders’ equity	$	397,754	$	392,886

EX-99.2

Exhibit 99.2

4th Quarter and Full Year 2009 Financial Results Teleconference Connectivity Unlimited™

Forward-Looking Statements This presentation contains statements regarding management’s belief that MRV is positioned to take advantage of key emerging industry trends and management’s expectations regarding those trends, and other statements about management’s future expectations, beliefs, goals, plans or prospects and those of the market segments in which MRV is engaged that are based on management’s current expectations, estimates, forecasts and projections about MRV and its consolidated businesses and the respective market segments in which MRV’s businesses operate, in addition to managements' assumptions. Statements in this presentation regarding MRV’s future financial and operating results and products, which are not statements of historical facts, constitute forward- looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words such as "expects," "anticipates," "envisions," "estimates," "targets," "intends," "plans," "believes," "seeks," "should," “forecasts,” “projects,” variations of such words and similar expressions are intended to identify such forward-looking statements which are not statements of historical facts. These forward-looking statements are not guarantees of future performance or that the events anticipated will occur or that expected conditions will remain the same or improve. These statements involve certain risks, uncertainties and assumptions, the likelihood of which are difficult to assess and may not occur, including risks that each of its business segments may not make the expected progress in its respective market, or that management’s long term strategy may not achieve the expected results. Other risks and uncertainties relate to delayed lead times in receiving components and delayed delivery times to customers due to short-term capacity constraints, potential changes in relationships with MRV’s customers and suppliers and their financial condition, MRV’s success in developing, introducing and shipping product enhancements and new products, increased competition in our market segments, market acceptance of new products, continued market acceptance of existing products and continued success in selling the products of other companies, product price discounts, the timing and amount of significant orders from customers, obsolete inventory or product returns, warranty and other claims on products, the continued ability of MRV to protect its intellectual property rights and avoid onerous licensing fees, changes in product mix, maturing product life cycles, implementation of operating cost structures that align with revenue growth, political instability in areas of the world in which MRV operates, currency fluctuations, changes in accounting rules, general economic conditions, as well as changes in such conditions specific to our market segments, risks of manufacturing in Asia, litigation related to MRV’s historical stock option granting practices, its acquisition of Fiberxon, Inc., and patent infringement claims by others, and maintenance of our inventory and production backlog. Therefore, actual outcomes, performance and results may differ from what is expressed or forecast in such forward-looking statements, and such differences may vary materially from current expectations. For further information regarding risks and uncertainties associated with MRV’s businesses, please refer to the “Management’s Discussion and Analysis of Results of Operations and Financial Condition” and “Risk Factors” sections of MRV’s SEC filings, including, but not limited to, its annual report on Form 10-K, which may be obtained by contacting MRV’s investor relations department or at MRV’s investor relations website at http://ir.mrv.com. All information in this presentation is as of March 16, 2010. MRV undertakes no duty to update any forward-looking statement to conform the statement to actual results or changes in MRV’s expectations.

MRV Speakers Introduction Anne-Marie Frisch Investor Relations Overview & Highlights Noam Lotan CEO Optical Components Near Margalit CEO of Source Photonics Financial Results Chris King CFO Q & A

Results of Operations Consolidated Results of Operations (in $000's) Q1 '09 Q2 '09 Q3 '09 Q4 '09 2009 2008 $ Chg % Chg $ Chg % Chg Revenue 103,600 104,943 115,131 124,446 448,120 466,821 9,315 8% (18,701) (4%) Gross profit 20,579 30,016 34,563 40,656 125,814 135,068 6,093 18% (9,254) (7%) Gross margin (%) 20% 29% 30% 33% 28% 29% R&D expenses 9,145 8,433 9,261 9,896 36,735 38,746 635 7% (2,011) (5%) SG&A expenses 25,410 22,874 22,598 28,740 99,622 116,595 6,142 27% (16,973) (15%) Amortization of intangibles 564 564 564 565 2,257 2,434 1 0% (177) (7%) Impairment of goodwill - - - - - 100,250 - N/A (100,250) (100%) Total operating expenses 35,119 31,871 32,423 39,201 138,614 258,025 6,778 21% (119,411) (46%) Operating income (loss) (14,540) (1,855) 2,140 1,455 (12,800) (122,957) (685) (32%) 110,157 (90%) Net loss attributable to MRV (15,338) (5,732) (537) 18,138 (3,469) (123,204) 18,675 (3,478%) 119,735 (97%) Net income (loss) from continuing operations attributable to MRV (15,411) (5,987) (917) 24,665 2,350 (124,147) 25,582 (2,790%) 126,497 (102%) Net income (loss) from discontinued operations attributable to MRV 73 255 380 (6,527) (5,819) 943 (6,907) (1,818%) (6,762) (717%) Net income (loss) per share attributable to MRV-diluted: From continuing operations ($0.10) ($0.04) ($0.01) $0.16 $0.01 ($0.79) From discontinued operations 0.00 0.00 0.00 (0.04) (0.04) 0.01 Net income (loss) per share attributable to MRV: (1) ($0.10) ($0.04) ($0.00) $0.11 ($0.02) ($0.78) Diluted weighted average shares 157,447 157,530 157,584 157,987 157,665 157,323 (1) Amounts may not add due to rounding. Q4'09 vs. Q3'09 Year-Over-Year 2009 vs. 2008 Quarter-Over-Quarter

Network Equipment Group Quarterly Results of Operations - Network Equipment Group (in $000's) Q1 '09 Q2 '09 Q3 '09 Q4 '09 2009 2008 $ Chg % Chg $ Chg % Chg Revenue 24,916 23,262 26,580 29,730 104,488 125,556 3,150 12% (21,068) (17%) Gross profit 12,586 13,190 14,744 15,833 56,353 67,071 1,089 7% (10,718) (16%) Gross margin (%) 51% 57% 55% 53% 54% 53% Operating costs and expenses 14,738 13,887 13,337 16,236 58,198 68,492 2,899 22% (10,294) (15%) Operating income (loss) (2,152) (697) 1,407 (403) (1,845) (1,421) (1,810) (129%) (424) 30% Year-Over-Year 2009 vs. 2008 Q4 '09 vs. Q3 '09 Quarter-Over-Quarter

Network Integration Group Quarterly Results of Operations - Network Integration Group (in $000's) Q1 '09 Q2 '09 Q3 '09 Q4 '09 2009 2008 $ Chg % Chg $ Chg % Chg Revenue 33,073 33,741 35,327 41,204 143,345 153,278 5,877 17% (9,933) (6%) Gross profit 9,337 10,254 10,232 11,110 40,933 38,301 878 9% 2,632 7% Gross margin (%) 28% 30% 29% 27% 29% 25% Operating costs and expenses 6,100 6,108 6,714 8,190 27,112 31,905 1,476 22% (4,793) (15%) Operating income (loss) 3,237 4,146 3,518 2,920 13,821 6,396 (598) (17%) 7,425 116% Year-Over-Year 2009 vs. 2008 Q4 '09 vs. Q3 '09 Quarter-Over-Quarter

Optical Components Group Quarterly Results of Operations - Optical Components Group (in $000's) Q1 '09 Q2 '09 Q3 '09 Q4 '09 2009 2008 $ Chg % Chg $ Chg % Chg Revenue 48,062 50,085 55,879 56,600 210,626 201,588 721 1% 9,038 4% Gross profit (1,655) 6,641 9,614 13,584 28,184 29,437 3,970 41% (1,253) (4%) Gross margin (%) -3% 13% 17% 24% 13% 15% Operating costs and expenses 9,441 8,886 8,364 10,252 36,943 139,899 1,888 23% (102,956) (74%) Operating income (loss) (11,096) (2,245) 1,250 3,332 (8,759) (110,462) 2,082 167% 101,703 (92%) Year-Over-Year 2009 vs. 2008 Q4 '09 vs. Q3 '09 Quarter-Over-Quarter

Key Measures Key Measures (in $000's) Q4 '08 Q1 '09 Q2 '09 Q3 '09 Q4 '09 Cash and investments (1) 80,226 69,677 71,859 76,472 73,788 Time deposits 1,335 1,712 1,771 14,025 18,680 Accounts receivable, net 83,235 94,000 95,358 100,850 103,247 Days receivables (2) 64 83 83 80 74 Inventories 84,260 70,395 70,363 72,259 61,803 Days inventory (2) 87 77 85 82 67 Credit lines in Italy 12,801 13,438 15,173 15,934 14,845 Credit lines at Source Photonics 11,668 11,326 20,482 23,835 24,581 Bank loans secured by time deposits - - - 12,261 16,922 Notes receivable sold with recourse - 9,284 14,680 18,866 9,726 Other (3) 53 52 40 27 14 Total short-term debt 24,522 34,100 50,375 70,923 66,088 Revenue 118,082 103,600 104,943 115,131 124,446 Year-over-year growth percentage -4% -18% 1% 5% Sequential growth percentage -12% 1% 10% 8% Headcount (4) ~ 3,390 ~ 3,850 ~ 3,780 ~ 3,995 ~ 3,755 (3) Includes short-term debt and current portion of long-term debt (1) Includes cash and cash equivalents, and short and long-term marketable securities (2) Presented in terms of days (4) Excludes employees of EDSLan

Connectivity Unlimited™ 4TH Quarter and Full Year 2009 Financial Results Teleconference Q & A