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As filed with the Securities and Exchange Commission on May 29, 1996
Registration No. 33-96458
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SECURITIES AND EXCHANGE COMMISSION
--------------
POST-EFFECTIVE AMENDMENT NO. 1
To
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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MRV COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 674 06-1340090
(State or Other (Primary Standard Industrial (I.R.S. Employer
Jurisdiction of Classification Code Number) Identification No.)
Incorporation or
Organization)
8917 Fullbright Avenue
Chatsworth, California 91311
(Address of Principal Executive Offices)
1992 STOCK OPTION PLAN
(Full Title of the Plan)
NOAM LOTAN
President, Chief Executive Officer
MRV Communications, Inc.
8917 Fullbright Avenue
Chatsworth, CA 91311
(818) 773-9044
Telecopy: (818) 773-0261
(Name, Address, and Telephone Number, Including Area Code,
of Agent for Service)
Copies to:
LEIB ORLANSKI, ESQ.
Freshman, Marantz, Orlanski,
Cooper & Klein
9100 Wilshire Boulevard, 8-East
Beverly Hills, California 90212
(310) 273-1870
Telecopy: (310) 274-8293
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference into the Registration Statement on Form S-8 of MRV Communications,
Inc. (File No. 33-96458) of our report dated February 9, 1996 included in the
Form 10-K of MRV Communications, Inc. for the year ended December 31, 1995.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Los Angeles, California
May 24, 1996
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this
Post-Effective Amendment No. 1 to Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Chatsworth,
State of California, on this 23rd day of May 1996.
MRV COMMUNICATIONS, INC.
By: /s/ NOAM LOTAN
--------------------------------
NOAM LOTAN
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ NOAM LOTAN President and Chief Executive Officer
- -------------------------- (Principal Executive Officer), Director May 23, 1996
NOAM LOTAN
/s/ SHLOMO MARGALIT Chairman of the Board, Chief Technical
- -------------------------- Officer and Secretary
SHLOMO MARGALIT May 23, 1996
Chief Operating Officer, Treasurer,
/s/ ZEEV RAV-NOY Director
- -------------------------
ZEEV RAV-NOY May 23, 1996
- ------------------------- Director
LEONARD MAUTNER May __, 1996
- ------------------------- Director
MILTON ROSENBERG May __, 1996
/s/ EDMUND GLAZER Chief Financial Officer (Principal
- ------------------------- Accounting and Financial Officer) May 23, 1996
EDMUND GLAZER
</TABLE>
