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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number 0-25678
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(Check One):
[X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR
For Period Ended: December 31, 1996
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
MRV Communications, Inc.
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Full Name of Registrant
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Former Name if Applicable
8917 Fullbright Avenue
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Address of Principal Executive Office (Street and Number)
Chatsworth, CA 91311
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City, State and Zip Code
PART II--RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rules 12b-25(b), the following
should be completed. (Check box if appropriate)
[X] (a) The reasons described in reasonable detail in
Part III of this form could not be eliminated
without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual
report, transition report on Form 10-K, Form
20-F, 11-K, Form N-SAR, or portion thereof,
will be filed on or before the fifteenth
calendar day following the prescribed due
date; or the subject quarterly report of
transition report on Form 10-Q, or portion
thereof will be filed on or before the fifth
calendar day following the prescribed due
date; and
[ ] (c) The accountant's statement or other exhibit
required by Rule 12b-25(c) has been attached
if applicable.
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PART III--NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 20-F, 11-K,
10-Q, N-SAR, or the transition report or portion thereof, could not be filed
within the prescribed time period. (ATTACH EXTRA SHEETS IF NEEDED)
In September 1996, the Company completed a private placement of an
aggregate of $30,000,000 principal amount of 5% convertible subordinated
debentures due August 6, 1999 (the "Debentures"). A portion of the proceeds
from this private placement was used in the Fibronics Acquisition discussed in
Part IV below. The Debentures are convertible into Common Stock at any time at
the option of the holders (and will automatically convert into Common Stock at
maturity if not earlier converted or redeemed at a conversion rate (the
"Conversion Rate") equal to the quotient determined by dividing the principal
plus accrued but unpaid interest at the conversion date by the "Conversion Date
Market Price," as defined in the Debenture. The Conversion Date Market price is
a discount from the market price of the Common Stock at the time of conversion
that decreases over the life of the Debentures until it reaches a floor.
At a meeting of the Emerging Issues Task Force ("EITF") held on March
13, 1997, the staff of the SEC announced its position on the accounting
treatment for the issuance of convertible preferred stock and debt securities
with a beneficial conversion feature such as that contained in the Debentures.
As announced, the SEC requires that a beneficial conversion feature attached to
instruments such as the Debentures that are convertible into equity be
recognized and measured by allocating a portion of the proceeds equal to the
intrinsic value of that feature to additional paid-in capital and charging it to
interest expense. As a result of this position, the Company will add a
non-recurring, non-cash charge to its results of operations for the year ended
December 31, 1996 related to the issuance of the Debentures in the amount of
approximately $4,357,000.
The Company requires additional time to properly reflect these charges
in its financial statements and Form 10-K for the year ended December 31, 1996.
PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification
<TABLE>
<S> <C> <C>
Edmund Glazer 818 773-9044
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(Name) (Area Code) (Telephone Number)
</TABLE>
(2) Have all other periodic reports required under Section 13 or
15(d) of the Securities Exchange Act of 1934 or Section 30 of
the Investment Company Act of 1940 during the preceding 12
months or for such shorter period that the registrant was
required to file such report(s) been filed? If answer is no,
identify report(s).
[X] Yes [ ] No
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(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal
year will be reflected by the earnings statements to be
included in the subject report of portion thereof?
[X] Yes [ ] No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be
made.
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Registrant expects to report revenues for the year ended December 31,
1996 of $88,815,000 compared to $39,202,000 for the year ended December 31,
1995.
On September 26, 1996, the Company completed an acquisition (the
"Fibronics Acquisition") from Elbit Ltd. ("Elbit") of certain of the assets and
selected liabilities of Elbit's wholly-owned subsidiary, Fibronics Ltd. and its
subsidiaries (collectively "Fibronics") related to Fibronics' computer
networking and telecommunications businesses (the "Fibronics Business") in
Germany, the United States, the United Kingdom, the Netherlands and Israel. The
purchase price for the Fibronics Business was approximately $22,800,000, which
was paid using a combination of cash and Common Stock of the Company. This
acquisition resulted in non-recurring charges in the amount $17,795,000 and
$6,974,000 for purchased technology in progress and restructuring, respectively.
As a result of the non-recurring charges incurred in connection with
the Fibronics Acquisition and the issuance of the Debentures (as described in
Part III above), registrant expects to report a net loss of approximately
$9,654,000 (or $0.49 per share) for the year ended December 31, 1996 compared
to a net loss of $1,273,000 (or $0.07 per share) for the year ended December
31, 1995.
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MRV Communications, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date March 31, 1997 By /s/ EDMUND GLAZER
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Edmund Glazer, Vice President of
Finance and Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
ATTENTION
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Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001)
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(Attach Extra Sheets If Needed)
