<PAGE> 1
<TABLE>
<S> <C>
OMB APPROVAL
UNITED STATES OMB Number: 3235-0145
SECURITIES AND EXCHANGE COMMISSION Expires: December 31, 1997
WASHINGTON, D.C. 20549 Estimated average burden
hours per response. . .14.90
</TABLE>
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.___1____)*
MRV Communications, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
553477 10 0
------------------------------------------------------------------------------
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ] .
(A fee is not required only if the filing person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 8 pages
<PAGE> 2
CUSIP NO. 553477 10 0 SCHEDULE 13G PAGE 2 OF 6 PAGES
--------------------- ----- -----
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Shlomo Margalit
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [ ]
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Israeli
---------------------------------------------------------------------
(5) SOLE VOTING POWER
NUMBER OF 1,833,930
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY
EACH --------------------------------------------------------
REPORTING (7) SOLE DISPOSITIVE POWER
PERSON WITH 1,833,930
--------------------------------------------------------
(8) SHARED DISPOSITIVE POWER
--------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,833,930
---------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES* [ ]
---------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.1%
---------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON*
IN
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 2 OF 8 PAGES
----- -----
<PAGE> 3
INSTRUCTIONS FOR SCHEDULE 13G
INSTRUCTIONS FOR COVER PAGE
(1) Names and Social Security Numbers of Reporting Persons--Furnish the full
legal name of each person for whom the report is filed--i.e., each
person required to sign the schedule itself--including each member of a
group. Do not include the name of a person required to be identified in
the report but who is not a reporting person. Reporting persons are also
requested to furnish their Social Security or I.R.S. identification
numbers, although disclosure of such numbers is voluntary, not mandatory
(see "SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G,"below).
(2) If any of the shares beneficially owned by a reporting person are held
as a member of a group and such membership is expressly affirmed, please
check row 2(a). If the membership in a group is disclaimed or the
reporting person describes a relationship with other persons but does
not affirm the existence of a group, please check row 2(b) [unless a
joint filing pursuant to Rule 13d-l(e)(l) in which case it may not be
necessary to check row 2(b)].
(3) The third row is for SEC internal use; please leave blank.
(4) Citizenship or Place of Organization--Furnish citizenship if the named
reporting person is a natural person. Otherwise, furnish place of
organization.
(5)-(9), (11) Aggregate Amount Beneficially Owned By Each Reporting
Person, Etc.--Rows (5) through (9) inclusive, and (11) are
to be completed in accordance with the provisions of Item 4
of Schedule 13G. All percentages are to be rounded off to
the nearest tenth (one place after decimal point).
(10) Check if the aggregate amount reported as beneficially owned in row (9)
does not include shares as to which beneficial ownership is disclaimed
pursuant to Rule 13d-4 [17 CFR 240.13d-4] under the Securities Exchange
Act of 1934.
(12) Type of Reporting Person--Please classify each "reporting person"
according to the following breakdown (see Item 3 of
Schedule 13G) and place the appropriate symbol on the form:
<TABLE>
<CAPTION>
Category Symbol
<S> <C>
Broker Dealer BD
Bank BK
Insurance Company IC
Investment Company IV
Investment Adviser IA
Employee Benefit Plan, Pension Fund,
or Endowment Fund EP
Parent Holding Company HC
Corporation CO
Partnership PN
Individual IN
Other OO
</TABLE>
Notes:
Attach as many copies of the second part of the cover page as are
needed, one reporting person per page.
Filing persons may, in order to avoid unnecessary duplication, answer
items on the schedules (Schedule 13D, 13G or 14D-1) by appropriate cross
references to an item or items on the cover page(s). This approach may only be
used where the cover page item or items provide all the disclosure required by
the schedule item. Moreover, such a use of a cover page item will result in the
item becoming a part of the schedule and accordingly being considered as "filed"
for purposes of Section 18 of the Securities Exchange Act or otherwise subject
to the liabilities of that section of the Act.
Reporting persons may comply with their cover page filing requirements by
filing either completed copies of the blank forms available from the Commission,
printed or typed facsimiles, or computer printed facsimiles, provided the
documents filed have identical formats to the forms prescribed in the
Commission's regulations and meet existing Securities Exchange Act rules as to
such matters as clarity and size (Securities Exchange Act Rule 12b-12).
SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G
Under Sections 13(d), 13(g), and 23 of the Securities Exchange Act of
1934 and the rules and regulations thereunder, the Commission is authorized to
solicit the information required to be supplied by this schedule by certain
security holders of certain issuers.
Disclosure of the information specified in this schedule is mandatory,
except for Social Security or l.R.S. identification numbers, disclosure of which
is voluntary. The information will be used for the primary purpose of
determining and disclosing the holdings of certain beneficial owners of certain
equity securities. This statement will be made a matter of public record.
Therefore, any information given will be available for inspection by any member
of the public.
Page 3 of 8 pages
<PAGE> 4
Because of the public nature of the information, the Commission can
utilize it for a variety of purposes, including referral to other governmental
authorities or securities self-regulatory organizations for investigatory
purposes or in connection with litigation involving the Federal securities laws
or other civil, criminal or regulatory statutes or provisions. Social Security
or l.R.S. identification numbers, if furnished, will assist the Commission in
identifying security holders and, therefore, in promptly processing statements
of beneficial ownership of securities.
Failure to disclose the information requested by this schedule, except
for Social Security or I.R.S. identification numbers, may result in civil or
criminal action against the persons involved for violation of the Federal
securities laws and rules promulgated thereunder.
GENERAL INSTRUCTIONS
A. Statements containing the information required by this schedule shall be
filed not later than February 14 following the calendar year covered by the
statement or within the time specified in Rule 13d-l(b)(2), if applicable.
B. Information contained in a form which is required to be filed by rules
under section 13(f) (15 U.S.C. 78m(f)) for the same calendar year as that
covered by a statement on this schedule may be incorporated by reference in
response to any of the items of this schedule. If such information is
incorporated by reference in this schedule, copies of the relevant pages of
such form shall be filed as an exhibit to this schedule.
C. The item numbers and captions of the items shall be included but the text
of the items is to be omitted. The answers to the items shall be so
prepared as to indicate clearly the coverage of the items without referring
to the text of the items. Answer every item. If an item is inapplicable or
the answer is in the negative, so state.
ITEM 1.
(a) Name of Issuer
(b) Address of Issuer's Principal Executive Offices
ITEM 2.
(a) Name of Person Filing
(b) Address of Principal Business Office or, if none, Residence
(c) Citizenship
(d) Title of Class of Securities
(e) CUSIP Number
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B), CHECK
WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19) of the act
(d) [ ] Investment Company registered under section 8 of the Investment
Company Act
(e) [ ] Investment Adviser registered under section 203 of the Investment
Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security
Act of 1974 or Endowment Fund; see ss.240.13d-l(b)(l)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with ss.240.13d-l(b)(ii)(G)
(Note: See Item 7)
(h) [ ] Group, in accordance with ss.240.13d-l(b)(l)(ii)(H)
ITEM 4. OWNERSHIP
If the percent of the class owned, as of December 31 of the year covered by
the statement, or as of the last day of any month described in Rule 13d-l(b)(2),
if applicable, exceeds five percent, provide the following information as of
that date and identify those shares which there is a right to acquire.
(a) Amount Beneficially Owned
(b) Percent of Class
Page 4 of 8 pages
<PAGE> 5
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
(ii) shared power to vote or to direct the vote
(iii) sole power to dispose or to direct the disposition of
(iv) shared power to dispose or to direct the disposition of
Instruction: For computations regarding securities which represent a right
to acquire an underlying security see Rule 13d-3(d(1).
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following o.
Instruction: Dissolution of a group requires a response to this item.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
If any other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
If a parent holding company has filed this schedule, pursuant to Rule
13d-l(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the
identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company has filed this schedule pursuant to Rule 13d-l(c), attach an
exhibit stating the identification of the relevant subsidiary.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
If a group has filed this schedule pursuant to Rule 13d-l(b)(ii)(H), so
indicate under Item 3(h) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to Rule 13d-l(c), attach an exhibit stating the identity of each member
of the group.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Notice of dissolution of a group may be furnished as an exhibit stating
the date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.
ITEM 10. CERTIFICATION
The following certification shall be included if the statement is filed
pursuant to Rule 13d-l(b):
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
November 3, 1997
-----------------------------------------
Date
[SIG]
-----------------------------------------
Signature
Shlomo Margalit/Chairman of the Board-CTO
-----------------------------------------
Name/Title
Page 5 of 8 pages
<PAGE> 6
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
Page 6 of 8 pages
