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): May 1, 2012
MRV COMMUNICATIONS, INC.
(Exact name of Registrant as specified in its charter)
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DELAWARE |
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001-11174 |
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06-1340090 |
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(State or other jurisdiction of |
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(Commission file number) |
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(I.R.S. employer |
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incorporation or organization) |
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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:
o Written 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)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On May 1, 2012, MRV Communications, Inc. (“the “Company”) announced a special dividend of $0.30 per share to holders of the Company’s Common Stock payable on May 25, 2012 to stockholders of record as of May 16, 2012. To address the detrimental effect the special dividend has on the value of stock options held by optionees, in conjunction with the dividend declaration, the Board of Directors of the Company 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. We will not be able to determine the Black-Scholes valuation loss until the dividend is paid. However, the Company’s named executive officers that have vested and unvested options subject to the cash payment as of the date hereof are as follows:
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Name |
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Vested Options |
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Unvested Options |
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Barry Gorsun |
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62,500 |
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187,500 |
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Chief Executive Officer |
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Jennifer Hankes Painter |
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83,867 |
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401,600 |
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VP, General Counsel |
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A press release announcing the dividend and payment to option holders was released on May 2, 2012 and is attached hereto as Exhibits 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit 99.1 |
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Press release of the Company dated May 2, 2012 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized.
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Date: May 2, 2012 |
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MRV COMMUNICATIONS, INC. | |
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By: |
/s/ Stephen Garcia |
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Stephen Garcia |
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Chief Financial Officer |
Exhibit 99.1
MRV Communications to Issue Second Special Dividend
CHATSWORTH, Calif., May 2, 2012 — MRV Communications, Inc. (OTCQB: MRVC) (“MRV” or the “Company”) announced today that its Board of Directors has declared a special dividend of $0.30 per share payable on May 25, 2012 to stockholders of record as of May 16, 2012.
This dividend is part of the Company’s ongoing effort to maximize the return to our stockholders. In addition to closing the sale of CES Creative Electronics Systems SA on March 29, 2012, the Company entered into an insurance policy on April 26, 2012 which insures the risk associated with the Company’s indemnification obligations on certain sale transactions into which the Company had previously entered. By insuring these contingent liabilities, the Company has freed up additional capital for this distribution. The aggregate cash distribution to stockholders and option holders is expected to be approximately $48.6 million. The Company had total cash and cash equivalents of $96.3 million as of March 31, 2012, and will continue to have sufficient capital to continue to invest in and support its businesses.
Additionally, to ensure MRV option and restricted stock 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 and approved a full dividend payment to restricted stockholders along with other stockholders. The first installment of the cash payment to option holders will be paid out promptly following the payment of the special dividend with a final installment (contingent upon continuous service to MRV) to be paid out twelve months later.
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.
Contacts
Investor Relations:
MRV Communications, Inc.
(818) 886-MRVC (6782)
ir@mrv.com
or
CJP Communications for MRV
Thomas J. Rozycki, Jr.
(212) 279-3115 x208
trozycki@cjpcom.com
Media Relations:
MRV Communications, Inc.
pr@mrv.com