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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 19, 1996
REGISTRATION NO. 333-00210
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PRE-EFFECTIVE
AMENDMENT NO. 5
TO
FORM S-1
MRV COMMUNICATIONS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 3674 06-1340090
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
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8917 FULLBRIGHT AVENUE
CHATSWORTH, CALIFORNIA 91311
(818) 773-9044/(818) 773-0906 (FAX)
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICE)
NOAM LOTAN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
MRV COMMUNICATIONS, INC.
8917 FULLBRIGHT AVENUE
CHATSWORTH, CALIFORNIA 91311
(818) 773-9044/(818) 773-0906 (FAX)
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
COPIES TO:
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LEIB ORLANSKI, ESQ. KEN KOCH, ESQ. ASHER S. LEVITSKY, ESQ.
FRESHMAN, MARANTZ, ORLANSKI SQUADRON, ELLENOFF, PLESENT & SHEINFELD, LLP ESANU KATSKY KORINS & SIGER
COOPER & KLEIN 551 5TH AVENUE 605 THIRD AVENUE
9100 WILSHIRE BOULEVARD, 8-EAST NEW YORK, NY 10176 NEW YORK, NEW YORK 10153
BEVERLY HILLS, CALIFORNIA 90212-3480 TELEPHONE: (212) 661-6500 TELEPHONE: (212) 953-6000
TELEPHONE: (310) 273-1870 FAX: (212) 697-6686 FAX: (212) 953-6899
FAX: (310) 274-8293
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the Registration Statement becomes effective.
If any of the securities 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 ]
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE(2)
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Common Stock, $0.0067 par value......... 1,666,391 $50.75 $84,569,343.25 $4,172.52
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Total................................................................................................. $4,172.52
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(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(c).
(2) Includes only the additional 238,430 shares underlying the Selling
Stockholder Warrants to be registered hereunder and does not include
the increase in the number of shares resulting from a 3:2 stock split
paid April 2, 1996.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATES
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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MRV COMMUNICATIONS, INC.
CROSS-REFERENCE SHEET SHOWING LOCATION IN PROSPECTUS
OF INFORMATION REQUIRED BY ITEMS OF FORM S-1
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FORM S-1 REGISTRATION LOCATION IN PROSPECTUS
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1. Forepart of the Registration
Statement and Outside Front Cover
Page of Prospectus.......................... Outside Front Cover Page
2. Inside Front and Outside Back Cover
Pages of Prospectus......................... Inside Front and Outside Back Cover Pages of the Prospectus.
3. Summary Information, Risk Factors
and Ratio of Earnings to Fixed
Charges.....................................
4. Use of Proceeds............................. The Company; The Offering; Use of Proceeds
5. Determination of Offering Price............ Outside Front Cover Page; Plan of Distribution
6. Dilution.................................... Not Applicable
7. Selling Security Holders.................... Principal and Selling Stockholders and Selling Warrant
Holders
8. Plan of Distribution........................ Outside Front Cover Page; Plan of Distribution
9. Description of Securities to be
Registered.................................. Dividend Policy; Price Range of Common Stock; Description
of Securities and Warrants
10. Interests with Respect to the
Registrant.................................. Outside Front Cover Page; The Company; Risk Factors;
Dividend Policy; Price Range of Common Stock;
Capitalization; Selected Financial Data; Management's
Discussion of Analysis of Financial Condition and Results of
Operations; Business; Management; Certain Transactions;
Principal and Selling Stockholders and Selling Warrant
Holders; Description of Securities and Warrants; Shares
Eligible for Future Sale; Experts; Financial Statements
11. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities................................. Not Applicable
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ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
1** Form of Underwriting Agreement.
2a* Agreement and Plan of Merger by and between MRV Technologies, Inc. (a
California corporation) and MRV Technologies, Inc. (a Delaware
corporation), as amended.
2b* Certificates of Merger by and between MRV Technologies, Inc. (a
California corporation) and MRV Technologies, Inc. (a Delaware
corporation).
3a* Certificate of Incorporation, as amended.
3b* Bylaws.
4b* Specimen Common Stock Certificate.
4c* Specimen Common Stock Purchase Warrant.
4d* Form of Warrant Agreement.
4f** Form of Underwriter's Warrant issued to Hampshire Securities.
4g Warrants of Selling Warrant Holders as follows:
4g(1)***** Galcom Warrants for 60,000 and 15,000 shares, dated May 1, 1995.
4g(2)***** Henry Tellner Warrant for 8,000 shares, dated July 16, 1995.
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4g(3)***** Phillipe Scwarc Warrant for 5,667 shares, dated August 3, 1995.
4g(4)***** Danny Yellin Warrant for 5,666 shares, dated August 8, 1995.
4g(5)***** Yakov Sfadya Warrant for 5,667 shares, dated August 6, 1995.
4g(6)***** Lippa Meir/Alon Cohen Trustees, Warrant for 100,000 shares, dated
June 29, 1995.
4g(7)***** Benny Glazer Warrant for 10,000 shares, dated July 24, 1995.
4g(8)***** Nathan Shilo Trustee, Warrants for 330,000 shares, dated July 13
and 19, 1995.
4g(9)***** GME Design Warrant for 12,000 shares, dated October 19, 1995.
4g(10)***** Jacques Cory Warrants for 15,000 shares, dated November 17, 1995.
4g(11)+ Oscar Gruss & Sons
4g(12)+ Northview Trading Ltd.
4g(13)+ Heidron Engler
4g(14)+ Robert Coane
4g(15)+ Jeanette Coane Cust for Robert Coane Jr.
4g(16)+ Jeannete Coane Cust for Mary Coane
4g(17)+ Jeanette Coane Cust for Kevin Coane
4g(18)+ Daryl Hagler
4g(19)+ Timothy Essaye
4g(20)+ Oscar Gruss & Sons
4g(21)+ Dave Koch
4g(22)+ Bill Musser
4g(23)+ Isabelle Orlansky
4g(24)+ Isabelle Orlansky
4g(25)+ Northview Trading Ltd.
4g(26)+ Dara Kiely
4g(27)+ James Powers
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4g(28)+ Steven Rosner
4g(29)+ Terence Lambert
4g(30)+ Mark Riez
4g(31)+ James C. Powers
4g(32)++ Jay Tucker
4g(33)++ Barker Lee & Co.
4g(34)++ J.M.R. Barker Foundation
4g(35)++ Quaker Hill Associates
4g(36)++ Upland Associates, L.P.
4g(37)++ Namakagon Associates, L.P.
4g(38)++ David Koch
4g(39)++ Jean Michel Nahon
4g(40)++ Lucien Selle
4g(41)++ Perlman Associates
4g(42)++ JJ Newport
4g(43)++ James C. Powers
4g(44)++ Jay Tucker
4g(45)++ Daniel Perlman
4g(46)++ Bank of the West Trustee
4g(47)++ Tom Callahan
4g(48)++ CUS Trust
4g(49)++ Alvarado Partners
4g(50)++ Perlman & Associates
4g(51)++ The Excelsior Fund
4g(52)++ Jim Powers
4g(53)++ J. Steven Emerson
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4g(54)++ Banque de Gestion G De Rothschild Luxembourg
4g(55)++ Joel Packer
4g(56)++ Banque Privee Edmond de Rothschild S.A./Geneva
4g(57)++ Sergio Ciambellini
4g(58)++ Elio Bianchi
4g(59)++ Everest Capital International Ltd. (To be filed by later
amendment)
4g(60)++ Everest Capital (To be filed by later amendment)
+ Issued with pre split quantity
++ Issued with post split quantity
5 Opinion of Freshman, Marantz, Orlanski, Cooper & Klein, to be filed
by Amendment.
10a* Lease for premises at 8917 Fullbright Avenue, Chatsworth, CA dated
August 5, 1991.
10a(1)* Lease for premises at 8943 Fullbright Avenue, Chatsworth, CA dated
March 3, 1993.
10b(1)* Key Employee Agreement between the Company and Noam Lotan dated March
23, 1993.
10b(1)1* Letter amending Key Employee Agreement between the Company and Noam
Lotan.
10b(1)2** Letter amending Key Employee Agreement between the Company and Noam
Lotan.
10b(2)* Key Employee Agreement between the Company and Zeev Rav-Noy dated
March 23, 1992.
10b(2)1* Letter amending Key Employee Agreement between the Company and Zeev
Rav-Noy.
10b(2)2** Letter amending Key Employee Agreement between the Company and Zeev
Rav-Noy.
10b(3)* Key Employee Agreement between the Company and Shlomo Margalit.
10b(3)1* Letter amending Key Employee Agreement between the Company and
Shlomo Margalit.
10b(3)2** Form of Letter amending Key Employee Agreement between the Company
and Shlomo Margalit.
10b(4)* Employment Letter between the Company and Khalid (Ken) Ahmad dated
August 8, 1990.
10c(1)* Overview of Bridge Financing for the Company dated March 1992.
10c(2)* Form of Warrant issued in connection with Bridge Financing and to
certain consultants.
10c(3)* Form of Promissory Note issued in connection with Bridge Financing.
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10c(5)* Schedule of Bridge Investors.
10d(1)* Agreement between the Company and Managerial Resources, Inc.
dated January 15, 1992.
10d(2)* Agreement between the Company and the Department of the Navy
dated November 21, 1991.
10d(4)* Agreement by and among the Company, Tritek International
Company, China National Electronics Import & Export Corporation
and Jiangxi Nancheng Tiangnan Radio Material Factory dated as of
November 28, 1988.
10d(5)* Promissory Note in principal amount of $50,000 issued by the
Company to An-Pin Chen dated December 18, 1989, as amended.
10d(6)* Promissory Note in principal amount of $50,000 issued by the
Company to Pacific Tritek, Inc. Defined Benefit Plan dated
December 18, 1989, as amended.
10e* Promissory Note in principal amount of $204,140 by the Company
to Julian Cole and Stein dated February 28, 1992.
10f* Form of Stock Escrow Agreement between the American Stock
Transfer & Trust Company and Certain Stockholders.
10g* 1992 Stock Option Plan.
10h* Form of Financial Consulting Agreement between the Company and
Thomas James.
10i* Form of Mergers/Acquisition Agreement between the Company and
Thomas James.
10j* Restricted Stock Agreement between the Company and Khalid (Ken)
Ahmad.
10k* Development and Manufacturing Agreement between the Company and
Laser Precision Corporation dated December 13, 1990.
10l* License Agreement between the Company and Laser Precision
Corporation dated December 13, 1990.
10m* Form of Distributor Agreement and List of Current Distributors.
10n* Form of Sales Representative Agreement and List of Current
Sales Representatives.
10o* Form of Warrant issued to Managerial Resources, Inc.
10p*** Agreement for Sale and Purchase of Assets of ACE dated June 29,
1995.
10q**** Agreement for Purchase of Galcom Assets dated March 21, 1995.
10r***** Agreement regarding Incentive Plan for 330,000 Warrants re ACE.
10s***** Letter of Agreement regarding Founders Agreement, Galcom.
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11***** Statement regarding computation of per share earnings.
21***** List of subsidiaries (page II-11).
24a***** Consent of Arthur Andersen LLP (page II-12).
24b***** Consent of Freshman, Marantz, Orlanski, Cooper & Klein
(contained in Exhibit 5).
24c Consent of Almagor & Co. (page II-13).
24d Consent of Sterling, Nappen, Chavkin & Co., LLC (page II-14)
24e Consent of Ratzkovsky Fried & Co. (page II-15).
24f Consent of Groupe France Audit s.a. (page II-16).
25***** Power of Attorney.
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* Incorporated by reference from, and all such Exhibits have the same
corresponding Exhibit number filed as part of, Registrant's Registration
Statement on Form S-1 (File No. 33-48003) and the Amendments thereto as
filed with the Commission on May 27, July 14, August 14, November 9, and
December 2, 1992.
** Incorporated of reference from, and all such Exhibits have the same
corresponding Exhibit Numbers filed as part of, Registrant's
Registration Statement on Form S-1 (33-86516), effective January 11,
1995.
*** Incorporated by reference to Registrant's Report on Form 8k (0-23452)
dated June 29, 1995, with respect to the ACE Acquisition, Exhibit
No. 2.1 & 2.1a.
**** Incorporated by reference to Registrant's Report on Form 8k (0-23452),
dated May 1, 1995 with respect to the Galcom Acquisition, Exhibit
No. 2.1 and 2.1a.
***** Previously filed.
(b) FINANCIAL STATEMENT SCHEDULES
All schedules are omitted because they are inapplicable or the
requested information is shown in the financial statements of the Registrant or
related notes thereto.
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[BDO ALMAGOR & CO. CPA (ISR) LETTERHEAD]
June 17, 1996
To: MRV Communications Inc.
8943, Fulbright Avenue,
Chatsworth, CA 91311
U.S.A.
Dear Sirs,
Re: Galcom Networking Ltd. ("the Company")
--------------------------------------
As independent auditors of the Company, we hereby consent to the inclusion of
our report dated June 7, 1995 accompanying the consolidated financial
statements of the Company as at December 31, 1994 and 1993 and for the three
years in the period ended December 31, 1994, and all references to our name as
auditors of Galcom Networking Ltd. in your company's prospectus to be published
in June 1996.
Yours faithfully,
/s/ BDO Almagor & Co.
BDO Almagor & Co.
Certified Public Accountants
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the registration statement on
Form S-1 (No.:333-00210) of MRV Communications, Inc. of our report dated
January 26, 1995 relating to the financial statements of Galcom, Inc. as of
December 31, 1994 and 1993, and the related statements of operations and
deficit and cash flows for the years then ended.
/s/ Sterling, Nappen, Chavkin & Co., LLC
STERLING, NAPPEN, CHAVKIN & CO., LLC
Livingston, New Jersey
June 17, 1996
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[RATZKOVSKY FRIED LETTERHEAD]
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-1 and each prospectus constituting part of this
Registration Statement of our report dated November 22, 1995 on the
consolidated financial statements of Ace 400 Communications Ltd. included in
the audited Pro Forma Balance Sheet and Statement of Income of MRV
Communications Inc. as of December 31, 1994 and for the fiscal year ended
December 31, 1994. We also consent to the reference to our firm under the
caption "Experts" in each prospectus included in the Registration Statement.
/s/ RATZKOVSKY FRIED & CO.
----------------------------------
Haifa, Ratzkovsky Fried & Co.
June 17, 1996 Certified Public Accountants (Isr.)
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[HLB GROUPE FRANCE AUDIT S.A. LETTERHEAD]
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-1 and each prospectus constituting part of this
Registration Statement of our report dated November 22, 1995 on the financial
statements of North Hills Europe which have been consolidated in the financial
statements of Ace 400 Communications Ltd. included in the unaudited Pro Forma
Balance Sheet and Statement of Income of MRV Communications Inc. as of December
31, 1994 and for the fiscal year ended December 31, 1994. We also consent to
the reference to our firm under the caption "Experts" in each prospectus
included in the Registration Statement.
Paris, June 19th, 1996
POUR SOFIDEEC, ASSOCIEE
/s/ M.F. EL MGHAZLI
-------------------------------------
M.F. EL MGHAZLI
President Directeur General
Expert-Comptable,
Commissaire aux Comptes, Associe
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