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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 12, 2000
MRV COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-23452 06-1340090
(Commission File Number) (I.R.S. Employer Identification No.)
20415 Nordhoff Street
Chatsworth, California 91311
(Address of principal executive officers) (Zip Code)
818 773-0900
Registrant's telephone number, including area code
N.A.
(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets
On July 12, 2000, Registrant completed an acquisition of all of the
outstanding capital stock of Astroterra Corporation, a California corporation.
The purchase price paid to the shareholders of Astroterra, which was arrived at
as the result of arms' length negotiations, consisted of 1,587,302 shares of
Registrant's common stock and options to purchase 809,143 shares of Registrant's
common stock having a value of approximately $159,286,000 based on the closing
price of Registrant's common stock at the time of the signing of the
acquisition.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
It is impracticable to file the required financial statements of FOCI
with this Form 8-K report. Registrant plans to file the required financial
statements as an amendment to this Form as soon as practicable, but not later
than 60 days following the date by which this report on Form 8-K is required be
filed.
(b) Pro forma Financial Information
It is impracticable to file the required pro forma financial information
with this Form 8-K report. Registrant plans to file the required pro forma
financial information as an amendment to this Form as soon as practicable, but
not later than 60 days following the date by which this report on Form 8-K must
be filed.
(c) Exhibits
2.1(a) Stock Purchase Agreement by and between Dated as of July 7, 2000,
by and among Astroterra Corporation, certain shareholders of and Registrant.
2.1(b) Registration Rights Agreement dated as of July 7, 2000, by and
among Registrant and the shareholders of Astroterra.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, hereunto duly authorized.
Date: July 26, 2000
MRV COMMUNICATIONS, INC.
By: /s/ NOAM LOTAN
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Noam Lotan
President and Chief
Executive Officer
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Exhibits Index
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Exhibit No. Description
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2.1(a) Stock Purchase Agreement by and between Dated as of July 7, 2000,
by and among Astroterra Corporation, certain shareholders of and
Registrant.
2.1(b) Registration Rights Agreement dated as of July 7, 2000, by and
among Registrant and the shareholders of Astroterra.
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