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As filed with the Securities and Exchange Commission on July 27, 2000
Registration No. 333- _________
SECURITIES AND EXCHANGE COMMISSION
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
MRV COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in Its Charter)
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<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 No.)
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20415 Nordhoff Street
Chatsworth, California 91311
(818) 773-0900
(818) 773-0906 (Fax)
(Address of Principal Executive Offices)
WILLIAM R. SPIVEY STOCK OPTION
(Full Title of the Plan)
Noam Lotan
President and Chief Executive Officer
20415 Nordhoff Street
Chatsworth, California 91311
(818) 773-0900
(818) 773-0906 (Fax)
(Name, Address, and Telephone Number, Including
Area Code, of Agent for Service)
Copies to:
Mark A. Klein, Esq.
Kirkpatrick & Lockhart LLP
9100 Wilshire Boulevard, 8-East
Beverly Hills, CA 90212-3480
Telephone: (310) 273-1870
Facsimile: (310) 274-8357
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. [x]
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities to be Registered Amount to be Price per Offering Registration
Registered Share(1) Price(1) Fee
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Common Stock, $00017 par value 316,315 $32.5625 $10,300,007 $2,719
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(1) Estimated solely for the purpose of computing the amount of the registration
fee pursuant to Rule 457(h)(1).
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing information specified in this Part I are being
separately provided to the Registrant's employees, officers, directors and
consultants as specified by Rule 428(b)(1).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed in paragraphs (a) through (c) below are hereby
incorporated by reference in this Registration Statement. All documents
subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), prior to the
filing of a post-effective amendment which indicates that all securities offered
herein have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereto from the date of filing of such documents.
(a) Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999 filed with the SEC on March 31, 2000, as
amended by its Form 10-K/A filed with the SEC on July 19, 2000;
(b) Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31,2000 filed with the SEC on May 15, 2000 as amended by
its Form 10-Q/A filed with the SEC on July 19, 2000;
(c) Registrant's Current Reports on Form 8-K filed with the SEC on
May 3, 2000 and May 9, 2000;
(d) Registrant's Current Report on Form 8-K/A filed with the SEC on
July 7, 2000.
(e) The description of the Common Stock contained in MRV's
Registration Statement on Form 8-A filed with the Commission on
June 8, 1992, as amended by its Form 8-A/A filed with the
Commission on February 24, 1994, including any amendment or
report filed for the purpose of updating such description.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law allows for the
indemnification of officers, directors, and other corporate agents in terms
sufficiently broad to indemnify such persons under certain circumstances for
liabilities (including reimbursement for expenses incurred) arising under the
Securities Act of 1933, as amended (the "Act"). Article 8 of the Registrant's
Certificate of Incorporation and Article IX of the Registrant's Bylaws provide
for indemnification of the Registrant's directors, officers, employees, and
other agents to the extent and under the circumstances permitted by the Delaware
General Corporation Law. The Registrant has also entered into agreements with
its directors and executive officers that will require the Registrant, among
other things, to indemnify them against certain liabilities that may arise by
reason of their status or service as directors to the fullest extent not
prohibited by law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
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Exhibit
Numbers
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4.1 Stock Option Agreement with William R. Spivey
5 Opinion of Kirkpatrick & Lockhart LLP.
23.1 Consent of Kirkpatrick & Lockhart LLP (included in Exhibit 5).
23.2 Consent of Arthur Andersen LLP
23.3 Consent of T.N. Soong & Co.
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ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification by the Registrant for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions referenced in
Item 6 of this Registration Statement or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereunder, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
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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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chatsworth, State of California, on this 26th day of
July, 2000.
MRV COMMUNICATIONS, INC.
By: /s/ Noam Lotan
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Noam Lotan, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes an appoints Noam Lotan, Shlomo Margalit and Edmund
Glazer, and each of them, as his true and lawful attorneys-in-fact and agents,
with full power of substitution for him in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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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Names Title Date
----- ----- ----
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/s/ Noam Lotan President, Chief Executive Officer
------------------------------ (Principal Executive Officer), and a July 26, 2000
Noam Lotan Director
/s/ Shomo Margalit Chairman of the Board, Chief July 26, 2000
------------------------------ Technical Officer, Secretary, and a
Shlomo Margalit Director
/s/ Edmund Glazer
------------------------------ Vice President of Finance and July 26, 2000
Edmund Glazer Administration, Chief Financial
Officer
(Principal Financial and Accounting
Officer)
/s/ Igal Shidlovsky Director July 26, 2000
-----------------------------
Igal Shidlovsky
/s/ Guenter Jaensch Director July 26, 2000
------------------------------
Guenter Jaensch
/s/ Danie Tsui Director July 26, 2000
------------------------------
Daniel Tsui
/s/ Baruch Fischer Director July 26, 2000
----------------------------
Baruch Fischer
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EXHIBIT INDEX
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Exhibit
Numbers Description
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4.1 Stock Option Agreement with William R. Spivey
5 Opinion of Kirkpatrick & Lockhart LLP.
23.1 Consent of Kirkpatrick & Lockhart LLP (included in Exhibit 5).
23.2 Consent of Arthur Andersen LLP
23.3 Consent of T.N. Soong & Co.
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