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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File No. 0-25678
(CHECK ONE):
/X/Form 10-K / /Form 20-F / /Form 11-K / / Form 10-Q / /Form N-SAR
For Period Ended: December 31, 1997
/ / Transition Report on Form 10-K
/ / Transition Report on Form 11-K
/ / Transition Report on Form N-SAR
/ / Transition Report on Form 20-F
/ / Transition Report on Form 10-Q
For the Transition Period Ended: ______________________________
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READ INSTRUCTION (ON BACK PAGE) BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
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:
PART 1 - 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 Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense.
(b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K or Form N-SAR, or portion thereof,
/X/ will be filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report or 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 Forms 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.
On January 30, 1998, registrant (the "Company") completed an
acquisition from Whittaker Corporation ("Whittaker") of all of the outstanding
capital stock of Whittaker Xyplex, Inc. a Delaware corporation (the "Xyplex
Acquisition"). Whittaker Xyplex, Inc. (whose name the Company has since changed
to NBase Xyplex, Inc.) is a holding corporation owning all of the outstanding
capital stock of Xyplex, Inc., a Massachusetts corporation ("Xyplex"). Xyplex
is a leading provider of access solutions between enterprise networks and wide
area network and/or Internet service providers. The purchase price paid to
Whittaker consisted of $35,000,000 in cash and three-year warrants to purchase
up to 500,000 shares of Common Stock of the Company at an exercise price of
$35 per share.
The Company requires additional time to properly reflect the Xyplex
Acquisition in its financial statements and Form 10-K for the year ended
December 31, 1997.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Edmund Glazer 978 952 4700
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(Name) (Area code) (Telephone number)
(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 or 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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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 $30,000,000 principal amount of
Convertible Subordinated Debentures to finance the Fibronics Acquisition,
registrant reported a net loss of approximately $9,654,000 (or $0.49 per share)
for the year ended December 31, 1996. No similar event occurred during the year
ended December 31, 1997 and registrant expects to report revenues of
$165,471,000 and net income of $22,585,000 ($0.95 per share - basic and $0.88
per share - diluted) for the year ended December 31, 1997. A copy of
registrant's consolidated statements of operations, which it reported for 1996
and which it expects to report for 1997 is attached.
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, 1998 By: /s/ EDMUND GLAZER
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Edmund Glazer, Vice President of Finance and
Administration 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____________________________________
INTENTIONAL MISSTATEMENTS OR OMMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
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MRV Communications, Inc.
Condensed Consolidated Statements of Operations
(In thousands, except share data)
<TABLE>
<CAPTION>
Year ended
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Dec. 31,
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1997 1996
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<S> <C> <C>
REVENUES, net $ 165,471 $ 88,815
COSTS AND EXPENSES:
Cost of goods sold 94,709 51,478
Research and development expenses 13,093 8,201
Selling, general and administrative
expenses 27,365 14,025
Purchased technology in progress -- 17,795
Restructuring costs -- 6,974
Operating income 30,304 (9,658)
Interest expense related to convertible
debentures and acquisition 427 4,357
Other income (expense), net 2,328 153
Provision (credit) for income taxes 9,474 (4,404)
Minority interests 146 196
NET INCOME (LOSS) 22,585 (9,654)
NET INCOME (LOSS) PER SHARE -- BASIC 0.95 (0.49)
NET INCOME (LOSS) PER SHARE -- DILUTED 0.88 (0.49)
SHARES USED IN PER-SHARE CALCULATION --
BASIC 23,670,370 19,739,350
SHARES USED IN PER-SHARE CALCULATION --
DILUTED 25,733,784 19,739,350
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