0001104659-12-001808.txt : 20120112 0001104659-12-001808.hdr.sgml : 20120112 20120112171608 ACCESSION NUMBER: 0001104659-12-001808 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120112 DATE AS OF CHANGE: 20120112 EFFECTIVENESS DATE: 20120112 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: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-11174 FILM NUMBER: 12524804 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 DEFA14A 1 a12-2522_4defa14a.htm DEFA14A

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

 

(RULE 14a-101)

 

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

 

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. 1)

 

Filed by the Registrant  x

 

Filed by a Party other than the Registrant  o

 

Check the appropriate box:

o

Preliminary Proxy Statement

o

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o

Definitive Proxy Statement

x

Definitive Additional Materials

o

Soliciting Material Pursuant to §240.14a-12

 

MRV COMMUNICATIONS, INC.

(Name of Registrant as Specified In Its Charter)

 

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

o

No fee required.

o

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

(1)

Title of each class of securities to which transaction applies:

 

 

 

 

(2)

Aggregate number of securities to which transaction applies:

 

 

 

 

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

 

 

(4)

Proposed maximum aggregate value of transaction:

 

 

 

 

(5)

Total fee paid:

 

 

 

x

Fee paid previously with preliminary materials.

o

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

(1)

Amount Previously Paid:

 

 

 

 

(2)

Form, Schedule or Registration Statement No.:

 

 

 

 

(3)

Filing Party:

 

 

 

 

(4)

Date Filed:

 

 

 

 


 

MRV COMMUNICATIONS, INC.

20415 NORDHOFF STREET

CHATSWORTH, CALIFORNIA 91311

 

 

ANNUAL MEETING OF STOCKHOLDERS

 

 

SUPPLEMENT DATED JANUARY 12, 2012

TO

PROXY STATEMENT DATED DECEMBER 19, 2011

 

 

Unless the context requires otherwise, all references to “we,” “us” or “our” refer to MRV Communications, Inc. and its subsidiaries.

 

RECENT DEVELOPMENTS

 

As previously disclosed, on January 6, 2012, management received notice from Philippe Tartavull, the interim Chairman of the Board, of his intention to resign from his position on the Board of Directors effective January 13, 2012. On January 10, 2012, Michael McConnell confirmed with management an intent to resign from his position, which resignation is effective today, January 12, 2012.  In addition, on January 11, 2012, Joan Herman and Michael Keane provided notice to the Board of Directors of their intention to resign effective January 18, 2012. The Board of Directors intends to appoint a new Chairman, and determine whether it will be reducing the number of directors or seeking replacements on the Board, in the near future. The following information supplements the disclosure set forth under each of the headings below in the proxy statement.

 

GENERAL INFORMATION

 

Adjournment of Annual Meeting

 

In order to provide stockholders sufficient time to review this supplement before we submit the proposal related to the election of directors to a vote of the stockholders, we are intending to adjourn the annual meeting which was originally convened on January 9, 2012, and subsequently adjourned to January 16, 2012, with respect to the election of the director nominees.  The January 16, 2012 meeting, which is scheduled for 9:00 a.m., PST, at the Warner Center Marriott, located at 21850 Oxnard Street, Woodland Hills, California 91467, will be adjourned to 9:00 a.m., PST, at the same location, on January 19, 2012.  This supplement contains updated information related to the intention of Philippe Tartavull, our interim Chairman, and each of three additional directors, Joan Herman, Michael Keane and Michael McConnell, to resign from the Board of Directors.  All other annual meeting proposals were submitted to a vote of the stockholders at the initial annual meeting.  Stockholders may submit a proxy to vote on the director nominees until the date and time of the reconvened meeting on January 19, 2012.  As of the date of this supplement, we have previously received proxies sufficient to elect each of the director nominees. Further, each of the other proposals voted upon at the initial annual meeting were approved as recommended by the Board of Directors.

 


 

If you have already submitted a proxy to vote on the annual meeting proposals and do not wish to change your votes, YOU NEED TAKE NO ACTION WITH RESPECT TO THIS PROXY SUPPLEMENT.  Stockholders who have already submitted a proxy to vote on the annual meeting proposals and who wish to change their vote on the director election proposal should follow the procedures described below under “Effect of This Supplement on Submitted Proxies; Revocation of Proxies.”

 

The annual meeting was initially convened on Monday, January 9, 2012, at 9:00 a.m., PST, at the Warner Center Marriott, located at 21850 Oxnard Street, Woodland Hills, California 91467, and for purposes of electing directors, was adjourned until 9:00 a.m., PST, Monday, January 16, 2012, at the same location, and, in accordance with the intended adjournment of that meeting, will be subsequently reconvened on Thursday, January 19, 2012, at 9:00 a.m., PST, at the same location.  References in this supplement to the annual meeting are to the reconvened annual meeting to be held on January 19, 2012.

 

We urge you to read this supplement carefully, together with the proxy statement.  The information contained in this supplement replaces and supersedes any inconsistent information set forth in the proxy statement.

 

Effect of This Supplement on Submitted Proxies; Revocation of Proxies

 

Because the annual meeting will be held within 30 days of the date fixed for the original meeting, the Board of Directors has not fixed a new record date for the annual meeting.  Only stockholders of record at the close of business on November 16, 2011, the record date for the annual meeting, are entitled to notice of, and to vote at, the annual meeting or any adjournments or postponements thereof.  As of the record date, there were 157,703,451 shares of our common stock and 65,010 shares of restricted stock outstanding.

 

Any stockholder who has previously delivered a proxy for use at the annual meeting and who does not wish to revoke that proxy or change his or her vote with respect to the director election agenda item does not need to resubmit a proxy or take any other action in connection with this supplement.

 

As discussed in the proxy statement under the headings “If I am a stockholder of record, how do I vote?” and in the proxy voting instructions on the proxy card that accompanied the proxy statement, stockholders of record may submit proxies by mail, by telephone or over the Internet.  The prior deadline for entering voting instructions for the election of directors by telephone or over the Internet was 11:59 p.m., EST, on January 15, 2012.  You may now vote by proxy by phone or via the Internet by following the instructions found on the proxy card up until 11:59 p.m., EST, on Wednesday, January 18, 2012.

 

Any person giving a proxy pursuant to this solicitation, or who has previously submitted a proxy regarding the director nominees, has the power to revoke and change it at any time before it is voted. It may be revoked and changed by delivering a notice of revocation to our Secretary at 20415 Nordhoff Street, by submitting in writing, by telephone or over the Internet a proxy bearing a later date, or by attending the annual meeting and voting in person.  Attendance at the annual meeting will not, by itself, revoke a proxy.  If you have given voting instructions to a broker or other nominee that holds your shares in “street name,” you may revoke those instructions by following the directions given by the broker or other nominee.

 

If you would like additional copies, without charge, of the proxy statement or its supplements or if you have questions about the information provided herein, including the procedures for voting your shares, you should contact Ms. Jennifer Hankes Painter, our Secretary, at (818) 773-0900.  The proxy statement, our annual report, the proxy card and the two proxy supplements are available at www.proxyvote.com.