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): August 9, 2010

MRV COMMUNICATIONS, INC.

(Exact name of Registrant as specified in its charter)

DELAWARE	001-11174	06-1340090
(State or other jurisdiction of	(Commission file number)	(I.R.S. employer
incorporation or organization)		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)

o Soliciting 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 August 9, 2010, MRV Communications, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2010, 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 August 9, 2010 to discuss its financial results for the quarter ended June 30, 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 June 30, 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 99.1	Company’s Press Release dated August 9, 2010
Exhibit 99.2	Slide Presentation Materials for Teleconference and Webcast on August 9, 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:  August 9, 2010

MRV COMMUNICATIONS, INC.
By:	/s/ Dilip Singh
	Dilip Singh
	Chief Executive Officer

3

EX-99.1

Exhibit 99.1

MRV Announces Second Quarter Fiscal Year 2010 Financial Results

CHATSWORTH, CA — August 9, 2010 — MRV COMMUNICATIONS, INC. (Pink Sheets: MRVC), today announced financial results for its second quarter ended June 30, 2010.

Revenue for the second quarter grew to $122.2 million, an increase of 12 percent when compared with revenue of $109.1 million in the preceding quarter and an increase of 16 percent compared with $104.9 million reported in the second quarter of the prior year.

Second quarter 2010 gross margin was 34 percent, compared with 36 percent in the prior quarter and 29 percent reported in the second quarter of 2009.

The company reported net income from continuing operations attributed to MRV stockholders of $3.0 million in the second quarter of 2010, or $0.02 per diluted share, which included share-based compensation charges of $0.5 million, depreciation and amortization of $2.5 million and a $1.4 million reserve accrual related to pending patent litigation. This compares with net income from continuing operations attributable to MRV of $3.6 million, or $0.02 per share in the prior quarter. The prior quarter net income included share-based compensation charges of $0.4 million, and depreciation and amortization of $2.4 million. Net loss from continuing operations attributed to MRV stockholders was $6.0 million, or $0.04 per share, in the second quarter of 2009, which included share-based compensation charges of $0.4 million, and depreciation and amortization of $2.4 million.

“MRV’s consolidated revenue grew 12 percent year-over-year, due to strong growth in its Optical Components group, Source Photonics,” commented Dilip Singh, chief executive officer of MRV.  “Although we have made some progress with our businesses and all three of our operating segments reported positive operating income, we need to strategically focus on expanding our market share and operating margin in the Network Equipment segment and improving the Network Integration segment’s gross margin profile.  That being said, we are encouraged by the opportunities we see to improve our market share globally and to leverage our optical communications know-how to build sustainable growth, and to deliver consistent profitability and shareholder value.”

Operating Segment Results

The Network Equipment group reported revenue of $28.9 million, compared with $30.0 million in the prior quarter and $23.3 million in the second quarter of 2009.

The Network Integration group reported revenue of $33.5 million, compared with $32.7 million in the prior quarter, and $33.7 million in the second quarter of fiscal 2009.

The Optical Components group, consisting primarily of Source Photonics, Inc., reported revenue of $64.3 million in the second quarter 2010, compared with $49.5 million in the prior quarter and $50.1 million in the second quarter of 2009.

Conference Call

MRV will host a conference call to discuss its second quarter 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 888-549-7735 to access the conference call. International parties can access the call at 480-629-9858. 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, 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 management’s 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,” “could”, “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, 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 or sell its products and services, currency fluctuations, changes in accounting rules, general economic conditions, changes in economic conditions specific to our market segments, risks of manufacturing and maintaining intellectual property rights in Asia, maintenance of our inventory and production backlog, and litigation, including but not limited to MRV’s historical stock option granting practices, its acquisition of Fiberxon, Inc. and patent infringement claims by others.  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/A for the year ended December 31, 2009, and its quarterly report on Form 10-Q for the period ended June 30, 2010, 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 August 9, 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 provides optical communications components for access and Fiber-to-the-Premises applications and 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.

Statements of Operations

(In thousands, except per share data)

	Three Months Ended						Year To Date
	Jun 30, 2010			Jun 30, 2009			Jun 30, 2010			Jun 30, 2009
	(Unaudited)
Revenue	$	122,224		$	104,943		$	231,299		$	208,543
Cost of goods sold	80,573			74,927			150,030			157,948
Gross profit	41,651			30,016			81,269			50,595
Gross margin	34		%	29		%	35		%	24		%
Operating expenses:
Product development and engineering	9,144			8,433			18,872			17,578
Selling, general and administrative	25,061			22,874			48,285			48,284
Amortization of intangibles	564			564			1,128			1,128
Total operating expenses	34,769			31,871			68,285			66,990
Operating income (loss)	6,882			(1,855		)	12,984			(16,395		)
Interest expense	(814		)	(746		)	(1,468		)	(1,597		)
Other income (expense), net	536			(1,260		)	1,129			1,136
Income (loss) from continuing operations before income taxes	6,604			(3,861		)	12,645			(16,856		)
Provision (benefit) for income taxes	3,237			1,557			4,936			3,424
Income (loss) of continuing operations	3,367			(5,418		)	7,709			(20,280		)
Income from discontinued operations, net of income taxes	—			267			—			338
Net income (loss)	3,367			(5,151		)	7,709			(19,942		)
Less:
Net income from continuing operations attributable to noncontrolling interests	400			569			1,120			1,118
Net income from discontinued operations attributable to noncontrolling interests	—			12			—			10
Net income (loss) attributable to MRV	$	2,967		$	(5,732	)	$	6,589		$	(21,070	)
Net income (loss) from continuing operations attributable to MRV	$	2,967		$	(5,987	)	$	6,589		$	(21,398	)
Net income (loss) from discontinued operations attributable to MRV	$	—		$	255		$	—		$	328
Net income (loss) attributable to MRV per share - basic:
From continuing operations:	$	0.02		$	(0.04	)	$	0.04		$	(0.14	)
From discontinued operations:	$	—		$	—		$	—		$	—
Net income (loss) per share - basic (1)	$	0.02		$	(0.04	)	$	0.04		$	(0.13	)
Net income (loss) attributable to MRV per share - diluted:
From continuing operations:	$	0.02		$	(0.04	)	$	0.04		$	(0.14	)
From discontinued operations:	$	—		$	—		$	—		$	—
Net income (loss) per share - diluted (1)	$	0.02		$	(0.04	)	$	0.04		$	(0.13	)
Weighted average number of shares:
Basic	157,684			157,530			157,657			157,489
Diluted	158,621			157,530			158,552			157,489

(1) Amounts may not add due to rounding.

MRV Communications, Inc.

Balance Sheets

(In thousands)

	June 30,		December 31,
	2010		2009
ASSETS
Current assets:
Cash and cash equivalents	$	36,191	$	55,909
Short-term marketable securities	32,740		17,879
Restricted time deposits	18,940		18,680
Accounts receivable, net	112,632		103,247
Inventories	81,571		61,803
Deferred income taxes	2,868		3,217
Other current assets	27,370		35,492
Current assets from discontinued operations held for sale	—		42,705
Total current assets	312,312		338,932
Property and equipment, net	26,997		23,723
Goodwill	23,882		25,707
Intangibles, net	6,175		7,303
Deferred income taxes, net of current portion	—		185
Other assets	3,943		4,969
Total assets	$	373,309	$	400,819
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	78,711	$	60,552
Accrued liabilities	32,669		36,003
Short-term debt	51,646		66,088
Deferred consideration payable	5,062		8,012
Deferred revenue	16,724		14,048
Other current liabilities	4,962		4,615
Current liabilities from discontinued operations held for sale	—		27,109
Total current liabilities	189,774		216,427
Other long-term liabilities	8,028		7,322
Commitments and contingencies
Total MRV stockholders’ equity	169,653		170,351
Non-controlling interests	5,854		6,719
Total Equity	175,507		177,070
Total liabilities and stockholders’ equity	$	373,309	$	400,819

EX-99.2

Exhibit 99.2

2nd Quarter 2010 Financial Results Teleconference

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, and may qualify for the safe harbor provided for in Section 21E of the Securities and Exchange Act, as amended. 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, 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 or sells its products and services, 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, maintenance of our inventory and production backlog, and litigation including but not limited to MRV’s historical stock option granting practices, its acquisition of Fiberxon, Inc. and patent infringement claims by others. 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/A for the year ended December 31, 2009, which may be obtained by contacting MRV’s investor relations department at 818-886-MRVC(6782) or at MRV’s investor relations website at http://ir.mrv.com. All information in this presentation is as of August 9, 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 Q&A Dilip Singh CEO Looking Forward Chris King CFO Financial Results Near Margalit CEO of Source Photonics Optical Components Dilip Singh CEO Opening Anne-Marie Frisch Investor Relations Introduction

Results of Operations Consolidated Results of Operations (in $000's) Q1 '10 Q2 '10 Q2 '09 $ Chg % Chg $ Chg % Chg Revenue 109,075 122,224 104,943 13,149 12% 17,281 16% Gross profit 39,618 41,651 30,016 2,033 5% 11,635 39% Gross margin (%) 36% 34% 29% R&D expenses 9,728 9,144 8,433 584 6% (711) (8%) SG&A expenses 23,224 25,061 22,874 (1,837) (8%) (2,187) (10%) Amortization of intangibles 564 564 564 - 0% - 0% Total operating expenses 33,516 34,769 31,871 (1,253) (4%) (2,898) (9%) Operating income (loss) 6,102 6,882 (1,855) 780 13% 8,737 471% Net income (loss) from continuing operations attributable to MRV 3,622 2,967 (5,732) (655) (18%) 8,699 152% Net income (loss) from continuing operations attributable to MRV per share: Basic $0.02 $0.02 ($0.04) $0.00 0% $0.06 150% Diluted $0.02 $0.02 ($0.04) $0.00 0% $0.06 150% Weighted average number of shares: Basic 157,629 157,684 157,530 Diluted 158,621 158,031 157,530 Favorable/(unfav.) Favorable/(unfav.) Q2 '10 vs. Q1 '10 Year-Over-Year Q2 '10 vs. Q2 '09 Quarter-Over-Quarter

Network Equipment Group Quarterly Results of Operations - Network Equipment Group (in $000's) Q1 '10 Q2 '10 Q2 '09 $ Chg % Chg $ Chg % Chg Revenue 30,048 28,916 23,262 (1,132) (4%) 5,654 24% Gross profit 17,564 17,161 13,190 (403) (2%) 3,971 30% Gross margin (%) 58% 59% 57% Operating costs and expenses 14,854 13,640 13,887 1,214 8% 247 2% Operating income (loss) 2,710 3,521 (697) 811 30% 4,218 605% Favorable/(unfav.) Favorable/(unfav.) Year-Over-Year Q2 '10 vs. Q2 '09 Q2 '10 vs. Q1 '10 Quarter-Over-Quarter

Network Integration Group Quarterly Results of Operations - Network Integration Group (in $000's) Q1 '10 Q2 '10 Q2 '09 $ Chg % Chg $ Chg % Chg Revenue 32,743 33,522 33,741 779 2% (219) (1%) Gross profit 10,781 9,248 10,255 (1,533) (14%) (1,007) (10%) Gross margin (%) 33% 28% 30% Operating costs and expenses 7,337 6,376 6,111 961 13% (265) (4%) Operating income 3,444 2,872 4,144 (572) (17%) (1,272) (31%) Favorable/(unfav.) Favorable/(unfav.) Year-Over-Year Q2 '10 vs. Q2 '09 Q2 '10 vs. Q1 '10 Quarter-Over-Quarter

Optical Components Group Quarterly Results of Operations - Optical Components Group (in $000's) Q1 '10 Q2 '10 Q2 '09 $ Chg % Chg $ Chg % Chg Revenue 49,493 64,317 50,085 14,824 30% 14,232 28% Gross profit 11,299 15,242 6,641 3,943 35% 8,601 130% Gross margin (%) 23% 24% 13% Operating costs and expenses 8,791 11,369 8,886 (2,578) (29%) (2,483) (28%) Operating income (loss) 2,508 3,873 (2,245) 1,365 54% 6,118 273% Favorable/(unfav.) Favorable/(unfav.) Year-Over-Year Q2 '10 vs. Q2 '09 Q2 '10 vs. Q1 '10 Quarter-Over-Quarter

Key Measures Key Measures (in $000's) Q2 '09 Q3 '09 Q4 '09 Q1 '10 Q2 '10 Cash and investments (1) 71,859 76,472 73,788 78,028 68,931 Time deposits 1,771 14,025 18,680 18,763 18,940 Accounts receivable, net 95,358 100,850 103,247 104,134 112,632 Days receivables (2) 83 80 75 87 84 Inventories 70,363 72,259 61,803 70,641 81,571 Days inventory (2) 85 82 67 93 92 Credit lines in Italy 15,173 15,934 14,845 14,050 11,011 Credit lines at Source Photonics 20,482 23,835 24,581 21,851 23,713 Bank of China line - 12,261 16,922 16,922 16,922 Notes receivable sold with recourse 14,680 18,866 9,726 - - Other (3) 40 27 14 - - Total debt 50,375 70,923 66,088 52,823 51,646 Revenue 104,943 115,131 124,446 109,075 122,224 Y/Y Growth % (18%) 1% 5% 5% 16% Sequential growth percentage 1% 10% 8% (12%) 12% Headcount (4) ~ 3,780 ~ 3,995 ~ 3,755 ~ 4,195 ~ 4,575 (4) Excludes employees of EDSLan (1) Includes cash and cash equivalents, and short and long-term marketable securities (2) Presented in terms of days (3) Includes short-term debt and current portion of long-term debt

2nd Quarter 2010 Financial Results Teleconference Q & A