<PAGE> 1
Filed under Rules 424(b)(3) and (c)
File No. 333-210
MRV COMMUNICATIONS, INC.
SUPPLEMENT NO. 1 TO PROSPECTUS DATED JUNE 21, 1996
Financial Results for the Three and Six Months ended June 30, 1996
On June 22, 1996 the Company announced its financial results for the
three and six months ended June 30, 1996. The Company's condensed consolidated
statements of operations follow.
<TABLE>
<CAPTION>
(Unaudited in thousands, except share data)
3 Months Ended 6 Months Ended
-------------------------- --------------------------
June 30, June 30, June 30, June 30,
1996 1995 1996 1995
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<S> <C> <C> <C> <C>
REVENUES, net $ 19,586 $ 8,310 $ 35,115 $ 15,047
COSTS AND EXPENSES:
Cost of goods sold 11,411 4,835 20,400 9,095
Research and development expenses 1,992 800 3,676 1,502
Selling, general and administrative
expenses 2,959 1,454 5,095 2,371
Purchased technology in progress - 6,211 - 6,211
Restructuring costs - 1,465 - 1,465
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Operating income (loss) 3,224 (6,455) 5,944 (5,597)
Other income 84 181 164 408
Provision (Credit) for income taxes 962 (1,567) 1,883 (1,187)
Minority interests - - 63 -
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NET INCOME (LOSS) $ 2,346 $ (4,707) $ 4,162 $ (4,002)
=========== ========== =========== ==========
EARNINGS (LOSS) PER SHARE: $ 0.21 $ (0.51)* $ 0.38 $ (0.44)*
=========== ========== =========== ==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING: 11,101,990 9,246,039 11,023,369 9,062,040
=========== ========== =========== ==========
</TABLE>
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* On a pro forma basis net income without nonrecurring charges for purchased
technology in progress and restructuring costs, which totaled $5,618,000, net
of income tax effects, was $911,000 and $1,616,000 for the three months and
six months ended June 30, 1995, respectively. On an earnings per share basis,
pro forma net income was $0.10 and $0.18 for the three months and six months
ended June 30, 1995, without the nonrecurring charges.
Two-for-one stock split
On July 11, 1996, the Company's shareholders approved a two-for-one
stock split of outstanding Common Stock. The record date for the stock split is
July 29, 1996 and the distribution date is July 31, 1996.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS JULY 23, 1996
