8-K

UNITED STATES

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 17, 2011

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)

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 1.01Entry into a Material Definitive Agreement

On October 17, 2011, the Board of Directors of MRV Communications, Inc. (the “Company”) unanimously decided on several actions as are discussed below in Items 5.02 and 8.01.  In connection with the several actions that were taken, each of the Company’s directors, Spencer Capital Management and Boston Avenue Capital LLC entered into an Agreement with the Company in which each party agreed not to engage in any solicitation of proxies with respect to the election of directors of the Company, directly or indirectly, at any time until the earlier of the Company’s 2012 Annual Meeting of Stockholders or December 31, 2012.  The foregoing description of the Agreement is not complete and is qualified in its entirety by the full text of such agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(a)On October 17, 2011, the Company’s Board of Directors agreed to change its composition, and accepted the resignations from the Board of Directors of Dilip Singh, the Company’s Chief Executive Officer, and Kenneth Shubin Stein, its Chairman.  Mr. Singh continues as the Company’s Chief Executive Officer, and the Board agreed to negotiate in good faith his continued employment as Chief Executive Officer through July 2012.   As further discussed in the press release of the Company attached hereto as Exhibit 99.1 to this Current Report on Form 8-K, Mr. Tartavull thanked Dr. Shubin Stein for his service to the Board, and the Board agreed to accelerate 162,734 of his unvested options and extend their expiration period for three years from his departure from the Board.

The Board then appointed Kenneth Traub and Robert Pons to fill the two vacancies created by the departing directors, Philippe Tartavull was named interim Chairman, and agreed to stand for re-election at the next annual meeting of stockholders.  The Nomination and Governance Committee was tasked with conducting a search for a ninth independent director nominee who will become the Company’s Chair upon his or her appointment, and a mechanism was established for breaking a deadlock if necessary.

As part of the change in composition of the Board, the standing Board committees were reconstituted as follows:

Audit Committee	Chair	Michael E. Keane
		Joan E. Herman
		Kenneth Traub
Compensation Committee	Chair	Michael J. McConnell
		Philippe Tartavull
		Charles M. Gillman
Nomination & Governance Committee	Chair	Joan E. Herman
		Kenneth Traub
		Robert Pons

In the press release, the Company further announced that the Board has set an annual meeting of stockholders for January 9, 2012.  The Board has approved the slate of directors to be nominated at the meeting of stockholders as the directors who are currently serving, including the ninth director nominee if he or she has been appointed at that time.  A press release announcing the change in Board composition and other actions taken by the Board was released on October 20, 2011, and is attached hereto as Exhibit 99.1.

(e)The Company will make staggered cash payments to its option holders equal to the loss in their fair value in connection with the dividend declared and discussed below in Item 8.01.  The description of the cash payment to named executive officers set forth in Item 8.01 is incorporated in its entirety into this Item 5.02(e).

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Item 8.01Other Events

In addition to the actions set forth in Item 5.01 above, the Company’s Board of Directors declared a dividend totaling $75 million on the outstanding shares of the Company’s Common Stock.  The dividend is payable on November 10, 2011 to holders of record as of the close of business on November 2, 2011.  The Board also approved a staggered cash payment to option holders equal to the loss in the Black-Scholes fair value of their options as a result of the dividend.  Option holders who provide service to the Company at the time of the payment of the dividend shall receive 50 percent of the payment amount in respect of their vested options promptly following payment of the dividend, and 50 percent of the payment amount 12 months following, conditioned upon continuous service to MRV, subject to certain acceleration conditions such as involuntary termination without cause, death or disability, change of control, or a sale of the business unit in which the option holder is employed.  Option holders with unvested options will receive the cash payment in 12 months, subject to the same conditions described above.  Each of the Company’s named executive officers have the following number of vested and unvested shares subject to the cash payment as of the date hereof:

Name	Vested Options	Unvested Options
Dilip Singh	1,750,000	0
Chief Executive Officer
Barry Gorsun	0	250,000
President, OCS Division
Chris King	105,682	447,046
Chief Financial Officer
Jennifer Hankes Painter	71,367	414,100
VP, General Counsel
Blima Tuller	27,500	102,500
VP, Finance

The Board further announced that it had been advised by Houlihan Lokey in connection with an analysis of the feasibility of the cash dividend. Houlihan Lokey has also been engaged to advise the Board in connection with the Company’s strategic and capital allocation alternatives. There can be no assurances that any additional action will result from this strategic review.

Press releases announcing the dividend and correcting the record and payment dates, payment to option holders and engagement of Houlihan Lokey were released on October 20, 2011 and October 21, 2011,  respectively, and are attached hereto as Exhibits 99.2 and 99.3.

Item 9.01 Financial Statements and Exhibits

(d)     Exhibits

Exhibit 10.1	Agreement, dated October 17, 2011, by and among the Company, Charles M. Gillman, Joan E. Herman, Michael E. Keane, Michael J. McConnell, Igal Shidlovsky, Kenneth Shubin Stein, Dilip Singh, Philippe Tartavull, Spencer Capital Management and Boston Avenue Capital LLC
Exhibit 99.1	Press release of the Company dated October 20, 2011 regarding Board composition changes
Exhibit 99.2	Press release of the Company dated October 20, 2011 regarding a special dividend (superceded by press release dated October 21, 2011 set forth in Exhibit 99.3)
Exhibit 99.3	Press release of the Company dated October 21, 2011 regarding dividend date correction

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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: October 21, 2011
	MRV COMMUNICATIONS, INC.
	By:	/s/ Jennifer Hankes Painter
		Jennifer Hankes Painter
		VP, General Counsel and Secretary

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EX-10.1

Exhibit 10.1

AGREEMENT

THIS AGREEMENT (this “Agreement”) is made as of October 17, 2011, by and among MRV Communications, Inc. (the “Company”) and each of the individuals listed on the signature pages hereto (each, an “Individual Party”).

RECITALS

WHEREAS, each of the Individual Parties, in his or her capacity as a member of the Board of Directors of the Company, has approved of certain resolutions resolving outstanding disputes regarding the governance of the Company and related matters; and

WHEREAS, each of the Individual Parties, in his or her capacity as an individual and a stockholder and not in his or her capacity as a member of the Board of Directors of the Company, now desires to enter into certain agreements with each other and with the Company in support of the resolution of the disputes referred to above.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing, and the covenants and conditions set forth below, the parties hereto, intending to be legally bound, hereby agree as follows:

1.Standstill.  Each Individual Party agrees with the Company and with each other Individual Party that, from the date hereof until the earlier of (i) the Company’s announcement of its 2012 Annual Meeting of Stockholders (which meeting shall not be scheduled prior to April 30, 2012) and (ii) December 31, 2012, such Individual Party shall not (and shall not assist or form a group within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), act in concert or participate with or encourage other persons to), directly or indirectly, engage in any solicitation of proxies (as such term is defined in Rule 14a-1 of Regulation 14A promulgated pursuant to Section 14 of the Exchange Act, disregarding clause (iv) of Rule 14a-1(l)(2) and including any otherwise exempt solicitation pursuant to Rule 14a-2(b)), or otherwise contact any person relating to any such solicitation.

2.Specific Performance.  The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not strictly performed in accordance with its terms and that each party to this Agreement shall be entitled to an injunction to prevent breaches of this Agreement and to enforce specifically the performance of the provisions hereof, in addition to any other remedy to which any party may be entitled at law or in equity.  In addition, any nonperforming party shall pay the costs and expenses of the other party in obtaining such injunction and/or specific performance, including, without limitation, attorneys’ fees.

3.Governing Law.  The validity, interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of Delaware (without giving effect to any choice or conflict of law provision).  The parties hereby irrevocably and unconditionally consent to the exclusive jurisdiction of the courts of the State of Delaware located in Wilmington, Delaware for any action, suit or proceeding arising out of or relating to this Agreement.  The parties further hereby irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of or relating to this Agreement in such courts and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

4.Entire Agreement.  This Agreement sets forth the complete and exclusive statement of the terms of the Agreement among the parties hereto and fully supersedes any and all prior agreements or understandings between the parties hereto pertaining to the subject matter hereof.

5.Severability.  Should any part, term or provision of this Agreement be declared or determined by any court to be illegal, invalid or otherwise unenforceable, the legality, validity and enforceability of the remaining parts, terms or provisions hereof shall be deemed not to be affected, and the Agreement shall be interpreted and enforced as if such illegal, invalid or unenforceable part, term or provision, to the extent possible, is not contained herein.

6.Joint Drafting.  The Parties acknowledge and agree that they participated jointly in the negotiation and drafting of this Agreement and the rule of construction that ambiguities are construed against the drafter is hereby waived.

7.Amendment; Waiver. This Agreement may not be modified, amended, supplemented, or terminated except by a written instrument executed by the Parties hereto.

8.Parties; No Assignment.  All the terms and provisions of this Agreement shall inure to the benefit of and shall be enforceable by the successors and permitted assigns of the parties hereto.  No party shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other parties hereto.

9.Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be an original, and all of which together shall be deemed to be one and the same Agreement. Executed counterparts may be delivered via e-mail in Portable Document Format (.pdf) or via facsimile transmission.

 [Remainder of this page intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by the undersigned as of the date first written above.
MRV COMMUNICATIONS, INC.
By:	/s/ Chris King
Name:	Chris King
Title:	Chief Financial Officer
If the Individual Party is a person:
/s/ Joan E. Herman
Name: Joan E. Herman
If the Individual Party is an entity:
By:
Name:
Title:
Entity:

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by the undersigned as of the date first written above.

MRV COMMUNICATIONS, INC.

By:

Name:

Title:

If the Individual Party is a person:

/s/ Michael E. Keane

Name: Michael E. Keane

If the Individual Party is an entity:

By:

Name:

Title:

Entity:

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by the undersigned as of the date first written above.

MRV COMMUNICATIONS, INC.

By:

Name:

Title:

If the Individual Party is a person:

/s/ Michael J. McConnell

Name: Michael J. McConnell

If the Individual Party is an entity:

By:

Name:

Title:

Entity:

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by the undersigned as of the date first written above.

MRV COMMUNICATIONS, INC.

By:

Name:

Title:

If the Individual Party is a person:

/s/ Igal Shidlovsky

Name: Igal Shidlovsky

If the Individual Party is an entity:

By:

Name:

Title:

Entity:

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by the undersigned as of the date first written above.
MRV COMMUNICATIONS, INC.
By:
Name:
Title:
If the Individual Party is a person:
/s/ Charles M. Gillman
Name: Charles M. Gillman
If the Individual Party is an entity:
By:	/s/ Charles M. Gillman
Name:	Charles M. Gillman
Title:	Portfolio Manager
Entity:	Boston Avenue Capital LLC

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by the undersigned as of the date first written above.

MRV COMMUNICATIONS, INC.

By:

Name:

Title:

If the Individual Party is a person:

/s/ Dilip Singh

Name: Dilip Singh

If the Individual Party is an entity:

By:

Name:

Title:

Entity:

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by the undersigned as of the date first written above.

MRV COMMUNICATIONS, INC.

By:

Name:

Title:

If the Individual Party is a person:

/s/ Philippe Tartavull

Name: Philippe Tartavull

If the Individual Party is an entity:

By:

Name:

Title:

Entity:

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by the undersigned as of the date first written above.
MRV COMMUNICATIONS, INC.
By:
Name:
Title:
If the Individual Party is a person:
/s/ Kenneth Shubin Stein
Name:	Kenneth Shubin Stein
If the Individual Party is an entity:
By:		/s/ Kenneth Shubin Stein
Name:		Kenneth Shubin Stein
Title:		Managing Member
Entity:		Spencer Capital Management

EX-99.1

Exhibit 99.1

MRV COMMUNICATIONS ANNOUCES CHANGES TO BOARD OF DIRECTORS

Annual Meeting of Stockholders Set for January 9, 2012

Chatsworth, California, October 20, 2011 — The Board of MRV Communications, Inc. (OTC Pink Sheets: MRVC) announced today certain changes to the Board. Dr. Ken Shubin Stein, the current chairman, has resigned from the Board and has been replaced by current Board member Philippe Tartavull as interim chairman. The Board also announced that current Chief Executive Officer, Dilip Singh, has also resigned from the Board. The changes will be effective immediately. Mr. Singh remains as chief executive officer of the Company and he and the Board of Directors look forward to negotiating in good faith an extension of his employment contract through July, 2012.

The Board also announced that Mr. Robert Pons and Mr. Ken Traub have been appointed to the Board of Directors to fill the vacancies created by the departures of Dr. Shubin Stein and Mr. Singh. The Board intends to commence a search for a ninth independent Board member who, upon election, will take over as chairman of the Board.

Mr. Tartavull commented, “The Board of Directors looks forward to continuing to strengthen the Company’s global operations, as well as to improving MRV’s financial footing and flexibility. On behalf of the Board of Directors, I want to thank Ken for helping to stabilize and improve the capital structure of the Company as a Board member and wish him much success in his future endeavors.” Tartavull continued, “We also want to thank Dilip for his contributions as a Board member and look forward to his continued contributions as CEO in sustaining growth and profitability for MRV.”

The Board of Directors has set January 9, 2012 as the date of its next annual meeting of stockholders, and has agreed upon a slate that will include Mr. Tartavull, Mr. Pons, Mr. Traub, Charles M. Gillman, Joan Herman, Michael E. Keane, Michael J. McConnell, and Igal Shidlovsky. The Company expects to mail the proxy statement concerning the annual meeting in November.

About MRV Communications, Inc.

MRV Communications, Inc. is a leading global provider of carrier Ethernet, wavelength division multiplexing optical transport, infrastructure management equipment and solutions, as well as network integration and managed services. MRV’s solutions enable the delivery and provisioning of next-generation optical transport and carrier Ethernet services over any fiber infrastructure. MRV provides equipment and services worldwide to telecommunications service providers, enterprises, and governments, enabling network evolution and increasing efficiency, while reducing complexity and costs. Through its subsidiaries, MRV operates research and development centers in North America and Europe, along with support centers and sales offices around the world. For more information about MRV, visit http://www.mrv.com.

EX-99.2

Exhibit 99.2

MRV COMMUNICATIONS TO ISSUE SPECIAL DIVIDEND

MRV to Distribute $75 million to Stockholders of Record as of
October 20, 2011

Chatsworth, California, October 20, 2011 — The Board of MRV Communications, Inc. (OTC Pink Sheets: MRVC) announced today that it will distribute $75 million via a special dividend on November 1, 2011 to stockholders of record as of October 20, 2011.

Additionally, to ensure MRV option holders are not adversely impacted by the dividend, the Board has approved a staggered cash payment to option holders equal to the loss in fair value of their options attributable to the dividend. The first installment of this payment will be paid out immediately following the special dividend, and a more substantial final installment (conditioned upon continuous service to MRV) will be paid out twelve months following.

The Board also disclosed that it had been advised by Houlihan Lokey in connection with an analysis of the feasibility of the cash dividend. Houlihan Lokey has also been engaged to advise the Board in connection with the Company’s strategic and capital allocation alternatives. There can be no assurances that any additional action will result from this strategic review.

About MRV Communications, Inc.

MRV Communications, Inc. is a leading global provider of carrier Ethernet, wavelength division multiplexing optical transport, infrastructure management equipment and solutions, as well as network integration and managed services. MRV’s solutions enable the delivery and provisioning of next-generation optical transport and carrier Ethernet services over any fiber infrastructure. MRV provides equipment and services worldwide to telecommunications service providers, enterprises, and governments, enabling network evolution and increasing efficiency, while reducing complexity and costs. Through its subsidiaries, MRV operates research and development centers in North America and Europe, along with support centers and sales offices around the world. For more information about MRV, visit http://www.mrv.com.

EX-99.3

Exhibit 99.3

MRV COMMUNICATIONS REVISES DATE OF SPECIAL DIVIDEND

Chatsworth, California, October 21, 2011 — The Board of MRV Communications, Inc. (OTC Pink Sheets: MRVC) announced today that it has revised the record and distribution dates of the Company’s previously announced $75 million special dividend.  The dividend will now be payable November 10, 2011 to stockholders of record as of November 2, 2011. The dividend amount of $75 million remains unchanged from the original October 20, 2011 announcement.

Additionally, and as previously announced, to ensure MRV option holders are not adversely impacted by the dividend, the Board has approved a staggered cash payment to option holders equal to the loss in fair value of their options attributable to the dividend. The first installment of this payment will be paid out immediately following the special dividend, and a more substantial final installment (conditioned upon continuous service to MRV) will be paid out twelve months following.

About MRV Communications, Inc.

MRV Communications, Inc. is a leading global provider of carrier Ethernet, wavelength division multiplexing optical transport, infrastructure management equipment and solutions, as well as network integration and managed services. MRV’s solutions enable the delivery and provisioning of next-generation optical transport and carrier Ethernet services over any fiber infrastructure. MRV provides equipment and services worldwide to telecommunications service providers, enterprises, and governments, enabling network evolution and increasing efficiency, while reducing complexity and costs. Through its subsidiaries, MRV operates research and development centers in North America and Europe, along with support centers and sales offices around the world. For more information about MRV, visit http://www.mrv.com.

Contact:

Thomas J. Rozycki Jr.

CJP Communications

+1 (212) 279 3115 x208