<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 19, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MRV COMMUNICATIONS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 3577/3674 06-1340090
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
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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 OFFICES)
------------------------
NOAM LOTAN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
8917 FULLBRIGHT AVENUE
CHATSWORTH, CALIFORNIA 91311
(818) 773-9044
(818) 773-0906 (FAX)
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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COPIES TO:
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<S> <C> <C>
MARK A. KLEIN, ESQ. THOMAS H. KENNEDY, ESQ. KENTON J. KING, ESQ.
SUSAN B. KALMAN, ESQ. SKADDEN, ARPS, SLATE, SKADDEN, ARPS, SLATE,
FRESHMAN, MARANTZ, ORLANSKI, MEAGHER & FLOM LLP MEAGHER & FLOM LLP
COOPER & KLEIN 919 THIRD AVENUE FOUR EMBARCADERO CENTER
9100 WILSHIRE BOULEVARD, 8-EAST NEW YORK, NY 10022 SAN FRANCISCO, CA 94111
BEVERLY HILLS, CA 90212-3480 TELEPHONE: (212) 735-3000 TELEPHONE: (415) 984-6400
TELEPHONE: (310) 273-1870 FACSIMILE: (212) 735-2000 FACSIMILE: (415) 984-2698
FACSIMILE: (310) 274-8357
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
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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. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering. [X] 333-30035
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
OFTITLE OF EACH CLASS OF PROPOSED
REGISTRATIONSECURITIES TO BE AMOUNT TO BE MAXIMUM PRICE
REGISTERED REGISTERED PER UNIT(1)
PROPOSED
MAXIMUM
AMOUNT
AGGREGATE
OFFERING
PRICE(1)
FEE
<C> <C> <C>
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402,500
Common Stock, $0.0034 par value............. shares(2) $35.75 $14,389,375 $4,361
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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 52,500 shares that the Underwriters have the option to purchase to
cover over-allotments.
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EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b)
under the Securities Act of 1933, as amended. The contents of the Registration
Statement on Form S-3 (Reg. No. 333-30035) filed by MRV Communications, Inc.
(the "Company") with the Securities and Exchange Commission on June 25, 1997,
as amended, including the exhibits thereto, and declared effective by the
Commission on September 18, 1997.
EXHIBITS
--------
5 Opinion of Freshman, Marantz, Orlanski, Cooper & Klein
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Luboshitz, Kaiseras & Co. Arthur Andersen
23.3 Consent of Freshman, Marantz, Orlanski, Cooper & Klein,
a law corporation (contained in Exhibit 5)
24.1 Power of Attorney (incorporated by reference to the Company's
signature page of the Company's Registration Statement on
Form S-3 (Registration No. 333-30035) filed with the
Commission on June 25, 1997
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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-3 and has duly caused this amendment to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Chatsworth, State of California, on the 18th day
of September, 1997.
MRV COMMUNICATIONS, INC.
By: /s/ ZEEV RAV-NOY
------------------------------------
Zeev Rav-Noy
Chief Operating Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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<CAPTION>
NAMES TITLE DATE
- --------------------------------------------- --------------------------- -------------------
<S> <C> <C>
/s/ President, Chief Executive September 18, 1997
- --------------------------------------------- Officer (Principal
Noam Lotan* Executive Officer), and a
Director
/s/ ZEEV RAV-NOY Chief Operating Officer, September 18, 1997
- --------------------------------------------- Treasurer, and a Director
Zeev Rav-Noy
/s/ Chairman of the Board, September 18, 1997
- --------------------------------------------- Chief Technical Officer,
Shlomo Margalit* Secretary, and a Director
/s/ Vice President of Finance September 18, 1997
- --------------------------------------------- and Administration, Chief
Edmund Glazer* Financial Officer
(Principal Financial and
Accounting Officer)
/s/ Director September 18, 1997
- ---------------------------------------------
Leonard Mautner*
/s/ Director September 18, 1997
- ---------------------------------------------
Milton Rosenberg*
/s/ Director September 18, 1997
- ---------------------------------------------
Igal Shidlovsky*
*By: /s/ ZEEV RAV-NOY
- ---------------------------------------------
Zeev Rav-Noy
Attorney-In-Fact
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- -------- -----------------------------------------------------------------------
<C> <S> <C>
5 Opinion of Freshman, Marantz, Orlanski, Cooper & Klein, a law
corporation............................................................
23.1 Consent of Arthur Andersen LLP.........................................
23.2 Consent of Luboshitz, Kaiseras & Co. Arthur Andersen...................
23.3 Consent of Freshman, Marantz, Orlanski, Cooper & Klein, a law
corporation (contained in Exhibit 5)...................................
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<PAGE> 1
EXHIBIT 5
[FRESHMAN, MARANTZ, ORLANSKI, COOPER & KLEIN LETTERHEAD]
September 19, 1997
MRV Communications, Inc.
8943 Fullbright Avenue
Chatsworth, California 91311
Re: MRV Communications, Inc.
Registration Statement on Form S-3 (Filed Pursuant to Rule 462/b)
SEC File No. 333-30035
Ladies and Gentlemen:
We have acted as counsel to MRV Communications, Inc., a Delaware corporation
(the "Company") in connection with the preparation and filing with the
Securities and Exchange Commission (the "SEC") of the Registration Statement on
Form S-3 registering 402,500 additional shares of Common Stock, $0.0034 par
value (the "Additional Shares") of the Company for an offering pursuant to
462(b) under the Securities Act of 1933. The terms and conditions of the
offering are described in the Registration on Form S-3 (Registration No.
333-30035) filed by the Company with the Securities and Exchange Commission on
June 25, 1997, as amended, which is incorporated by reference in the
Registration Statement on Form S-3 filed by the Company on September 19, 1997
relating to the Additional Shares (the "Registration Statement").
For purposes of this opinion, we have examined such matters of law and
originals, or copies certified or otherwise identified to our satisfaction, of
such documents, corporate records and other instruments as we have deemed
necessary. In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as certified,
photostatic or conformed copies, and the authenticity of the originals of all
such latter documents. We have also assumed the due execution and delivery of
all documents where due execution and delivery are prerequisites to the
effectiveness thereof. We have relied upon certificates of public officials
and certificates of officers of the Company for the accuracy of material,
factual matters contained therein which were not independently established.
Based on the foregoing and on all other instruments, documents and matters
examined for the rendering of this opinion, it is our opinion that subject to
the timely receipt by the Commission of
<PAGE> 2
[FRESHMAN, MARANTZ, ORLANSKI,
COOPER & KLEIN]
MRV Communications, Inc.
September 19, 1997
Page 2
the required filing fee due upon filing of the Registration Statement, upon the
sale and issuance of the Additional Shares in the manner referred to in the
Prospectus incorporated into the Registration Statement or filed pursuant to
Rule 430(a) under the Securities Act and in accordance with the terms of the
Underwriting Agreement, and upon payment therefor, the Additional Shares will be
legally issued, fully paid and non-assessable shares of the Common Stock of the
Company.
We express no opinion as to the applicability or effect of any laws, orders or
judgments of any state or jurisdiction other than the substantive laws of the
State of Delaware. Further, our opinion is based solely upon existing laws,
rules and regulations, and we undertake no obligation to advise you of any
changes that may be brought to our attention after the date hereof.
We consent to the use of our name under the captioned "Legal Matters" in the
Prospectus, constituting part of the Registration Statement, and to the filing
of this opinion as an exhibit to the Registration Statement.
By giving you this opinion and consent, we do not admit that we are experts
with respect to any part of the Registration Statement or Prospectus within the
meaning of the term "expert" as used in Section 11 of the Securities Act, or
the rules and regulations promulgated thereunder by the SEC, nor do we admit
that we are in the category of persons whose consent is required under Section
7 of the Securities Act.
Very truly yours,
/s/ Freshman, Marantz, Orlanski,
Cooper & Klein
FRESHMAN, MARANTZ, ORLANSKI,
COOPER & KLEIN
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
reports dated February 7, 1997 on the financial statements and the financial
statement schedule of MRV Communications, Inc. and to all references to our firm
included in or made a part of this Registration Statement on Form S-3.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Los Angeles, California
September 18, 1997
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EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference into this Registration Statement of MRV Communications, Inc. (the
"Company") on Form S-3 of our report on Fibronics Ltd. Group dated February 29,
1996, appearing in the Company's Current Report on Form 8-K/A filed with the
Securities and Exchange Commission on August 5, 1997. We note that in 1997
Fibronics Ltd. Group ceased operations and entered into voluntary liquidation.
/s/ Luboshitz, Kasierer & Co.
Luboshitz, Kasierer & Co.
Certified Public Accountants (Isr.)
Haifa, Israel
September 18, 1997
