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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
VIA EDGAR AS OF JUNE 16, 2000
REGISTRATION NO. 333-_________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MRV COMMUNICATIONS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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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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20415 Nordhoff Street
Chatsworth, California 91311
(818) 773-0900
(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
20415 Nordhoff Street
Chatsworth, California 91311
(818) 773-0900
(818) 773-0906 (Fax)
(Name, Address, Including Zip Code, 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
Approximate date of commencement of proposed sale to public: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
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]
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. [ ]
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. [ ]
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Amount of
Title of Each Class of Amount to Be Proposed Maximum Aggregate Registration
Securities to Be Registered Registered Price per Unit (1) Offering Price(1) Fee
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Common stock, $0.0017 par value per share (2)(3) 4,599,431 $52.375 $240,895,203 $66,969
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(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(c) based on the average between the
high and low prices on The Nasdaq National Market on June 15, 2000.
(2) The shares of common stock being registered hereunder are being registered
for resale by the selling stockholders named in the prospectus (the
"selling stockholders").
(3) MRV has registered an additional 1,250,587 shares of which it may issue up
to (a) 257,587 shares to three of the selling stockholders to satisfy
agreements which guaranty that they will receive a specified minimum amount
from the proceeds of their sales or in fair market value of the shares; (b)
1,000,000 shares to Charlotte's Network, Inc. in consideration of an
investment in this partner company.
The Registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the registration statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
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The information contained in this prospectus is not yet complete, and we
may supplement or amend it in the final version. We have filed a registration
statement relating to the securities described in this prospectus with the
Securities and Exchange Commission. The selling stockholders may not sell these
securities, or accept offers to buy them, until the registration statement
becomes effective. This prospectus is not an offer to sell these securities, and
we are not soliciting offers to buy them. These securities will not be sold in
any state where their offer or sale, or solicitations of offers to buy them,
would be unlawful prior to their registration or qualification under the
securities laws of any such state.
SUBJECT TO COMPLETION--DATED JUNE 16, 2000
MRV COMMUNICATIONS, INC.
COMMON STOCK
The stockholders of MRV Communications, Inc. listed below in the section of this
prospectus called "Selling Stockholders" are offering and selling up to
3,348,844 shares of MRV's common stock. The selling stockholders may offer
their shares through public or private transactions, in or off the
over-the-counter market in the United States, at prevailing market prices, or at
privately negotiated prices. For details of how the selling stockholders may
offer their MRV common stock, please see the section of this prospectus called
"Plan of Distribution--Sales by Selling Stockholders." MRV will not receive any
proceeds from the sales of shares by the selling stockholders. The MRV common
stock is quoted on the Nasdaq National Market under the symbol "MRVC." On
________, 2000, the closing sale price of MRV's common stock on the Nasdaq
National Market was $_______ per share.
MRV may issue additional shares to three of the selling stockholders to satisfy
agreements which guaranty that they will receive a specified minimum amount from
the proceeds of their sales or in fair market value of the shares. Of the
additional shares, MRV may issue up to
o 150,000 shares to RedC Optical Networks, Inc., to make up the
difference between the proceeds it receives from the resale of 150,000
shares pursuant to this prospectus and $5,000,000;
o 81,494 shares to Optical Crossing, Inc. to make up the difference
between the net proceeds it receives from the resale of 81,494 shares
pursuant to this prospectus and $2,000,000; and
o 19,093 shares to Reuben Sivan to satisfy an obligation to provide him
with shares having a fair market value of at least $1,000,000.
MRV also plans to issue and sell up to 1,000,000 shares of its common stock to
Charlotte's Networks, Inc. in connection with MRV's investment of between
$20,000,000 and $30,000,000 in this partner company.
For details of the circumstances under which MRV may issue these additional
shares, please see the section of this prospectus called "Plan of
Distribution--Additional Issuances of Shares by MRV." MRV will not receive any
additional consideration from the issuances of these additional shares. Each of
Optical Crossing, Red Optical Networks and Reuben Sivan may be deemed to be an
"underwriter" within the meaning of the Securities Act of 1933.
YOUR PURCHASE OF THE COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING AT PAGE 4.
---------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE MRV SHARES OFFERED OR SOLD UNDER
THIS PROSPECTUS, NOR HAVE THESE ORGANIZATIONS DETERMINED THAT THIS PROSPECTUS IS
TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------
The date of this prospectus is _________, 2000.
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WHERE YOU CAN FIND MORE INFORMATION
MRV files annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document it files at the
SEC's public reference room at 450 Fifth Street, N.W. Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information on the operation
of the public reference room. In addition, the SEC maintains an Internet site
that contains MRV's reports, proxy and information statements and other
information at http://www.sec.gov.
The SEC allows MRV to "incorporate by reference" the information it files with
it, which means that MRV can disclose important information to you by referring
you to those documents. The information incorporated by reference is part of
this prospectus, and later information that MRV files with the SEC will
automatically update and supersede this information. MRV incorporates by
reference the documents listed below. MRV also incorporates by reference any
future filings made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of
the Securities Exchange Act of 1934 until the selling stockholders sell all
their shares. This prospectus is part of a registration statement that MRV has
filed with the SEC (Registration Nos. 333-________).
o MRV's Annual Report on Form 10-K for the year ended December 31, 1999
filed with the SEC on March 31, 2000;
o MRV's Quarterly Report on Form 10-Q for the quarter ended March 31,
2000 filed with the SEC on May 15, 2000.
o MRV's Current Reports on Form 8-K filed with the SEC on May 3, 2000
and May 9, 2000.
o 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.
You may request a copy of these filings, at no cost, by writing our Investor
Relations Department us at the following address: MRV Communications, Inc.,
20415 Nordhoff Street, Chatsworth, California 91311, or by fax at (818) 773-0906
or by telephone at (818) 773-0900. You should rely only on the information
incorporated by reference or provided in this prospectus or any supplement. MRV
has not authorized anyone else to provide you with different information. The
selling stockholders will not make an offer of these shares in any state that
does not permit the offer. You should not assume that the information in this
prospectus or any supplement is accurate as of any date other than the date of
those documents.
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Table of Contents
Page Page
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Where You Can Find More Information..............2 Price Range of Common Stock.............15
About MRV........................................3 Selling Stockholders....................16
Risk Factors.....................................4 Plan of Distribution....................64
Use of Proceeds.................................14 Legal Matters...........................67
Dividend Policy.................................14 Experts.................................67
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ABOUT MRV
Our core operations include the design, manufacture and sale of two groups
of products:
o optical networking and internet infrastructure products, primarily
subscribers' management, network element management, and physical
layer, switching and routing management systems in fiber optic
metropolitan networks; and
o fiber optic components for the transmission of voice, video and data
across enterprise, telecommunications and cable TV networks.
Our advanced optical networking and Internet infrastructure solutions
greatly enhance the functionality of carrier and network service provider
networks. Our fiber optic components incorporate proprietary technology, which
delivers high performance under demanding environmental conditions.
Our business units offer active optical components, optical networking and
Internet infrastructure products, including network element management and
physical layer management in fiber optic metropolitan networks. Our In-Reach
product line manages Internet elements through secure remote monitoring of large
service providers' sites. Our Optical Networks family of products consist of
multi-layer traffic management: at Layer 1 with the Fiber Driver, at Layer 2
with the OptiSwitch and at Layer 3 and above, with the OSR8000, Linux Router. We
complement our optical networking and Internet infrastructure products with a
family of optical transmission components and modules designed for transmission
over fiber optic cable. These products enable the transmission of voice, data,
and video across fiber and are also used in optical fiber test equipment. Our
products include discrete components, such as laser diodes and LEDs, and
integrated components such as transmitters, receivers and transceivers. Our
components are used in data networks, telecommunication transmission and access
networks.
We also create and manage growth companies in optical technology and
Internet infrastructure. We have created several start-up companies and formed
independent business units in the optical technology and Internet infrastructure
area, including Zaffire, Inc. (formerly known as New Access Communications),
Charlotte's Networks, Inc., Hyperchannel Ltd., Zuma Networks, Inc., RedC Optical
Networks, Inc. and Optical Crossing, Inc.
Our principal executive offices are located at 20415 Nordhoff Street,
Chatsworth, California 91311. Our telephone number is (818) 773-0900 and our fax
number is (818) 773-0906.
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On May 11, 2000, we effected a two-for-one stock split of outstanding shares and
an increase in our authorized common stock from 80,000,000 to 160,000,000
shares. The stock split entitled each stockholder of record at the close of
business on May 11, 2000 to receive one additional share for every outstanding
share of common stock held on that date. All share information in this
prospectus gives effect to the two-for-one stock split.
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RISK FACTORS
This prospectus contains or incorporates forward-looking statements. You
can identify these forward-looking statements by our use of the words
"believes," "anticipates," "plans," "expects," "may," "will," "intends,"
"estimates" and similar expressions, whether in the negative or affirmative.
Although we believe that these forward-looking statements reflect our plans,
intentions, and expectations reasonably, we can give no assurance that we
actually will achieve these plans, intentions or expectations. Our actual
results could differ materially from the plans, intentions and expectations
disclosed in the forward-looking statements we make. We have put in the
cautionary statements below that we believe could cause our actual results to
differ materially from the forward-looking statements that we make. We do not
intend to update information contained in any forward-looking statement we make.
OUR PERFORMANCE MAY BE MATERIALLY ADVERSELY AFFECTED BY TECHNOLOGICAL CHANGES
AND PRODUCT DEVELOPMENT DELAYS.
We are engaged in the design and development of devices for the computer
networking, telecommunications and fiber optic communication industries. As with
any new technologies, there are substantial risks that the marketplace may not
accept our new products. Market acceptance of our products will depend, in large
part, upon our ability to demonstrate performance and cost advantages and
cost-effectiveness of our products over competing products and the success of
our and our customers' sales efforts. We can give no assurance that we will be
able to continue to market our technology successfully, or that any of our
current products will continue to, or that our future products will, be accepted
in the marketplace. Moreover, the computer networking, telecommunications and
fiber optic communication industries are characterized by rapidly changing
technology, evolving industry standards and frequent new product introductions,
any of which could render our existing products obsolete. Our success will
depend upon our ability to enhance existing products and to introduce new
products to meet changing customer requirements and emerging industry standards.
We are and will be required to devote continued efforts and financial resources
to develop and enhance our existing products and conduct research to develop new
products. The development of new, technologically advanced products is a complex
and uncertain process requiring high levels of innovation. It also requires the
accurate anticipation of technological and market trends. We can give no
assurance that we will be able to identify, develop, manufacture, market or
support new or enhanced products successfully or on a timely basis. Nor can we
give assurances that new products we introduce will gain market acceptance or
that we will be able to respond effectively to product announcements by
competitors, technological changes or emerging industry standards. Furthermore,
from time to time, we may announce new products or product enhancements,
capabilities or technologies that have the potential to replace or shorten the
life cycle of our existing product offerings. This may cause customers to defer
purchasing our existing products or cause customers to return products to us.
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DEFECTS IN OUR PRODUCT RESULTING FROM THEIR COMPLEXITY OR OTHERWISE COULD HURT
OUR FINANCIAL PERFORMANCE.
Complex products, such as those we offer, may contain undetected software
or hardware errors when we first introduce them or when we release new versions.
The occurrence of such errors in the future, and our inability to correct such
errors quickly or at all, could result in the delay or loss of market acceptance
of our products. It could also result in material warranty expense, diversion of
engineering and other resources from our product development efforts and the
loss of credibility with our customers, system integrators and end users. Any of
these or other eventualities resulting from defects in our products could have a
material adverse effect on our business, operating results and financial
condition.
OUR GROWTH RATE MAY BE LOWER THAN HISTORICAL LEVELS AND OUR RESULTS COULD
FLUCTUATE SIGNIFICANTLY FROM QUARTER TO QUARTER.
Our revenues may grow at a slower rate in the future than we have
experienced in previous periods and, on a quarter-to-quarter basis, our growth
in revenue may be significantly lower than our historical quarterly growth
rates. Our operating results for a particular quarter are extremely difficult to
predict. Our revenue and operating results could fluctuate substantially from
quarter to quarter and from year to year. This could result from any one or a
combination of factors such as
o the cancellation or postponement of orders,
o the timing and amount of significant orders from our largest
customers,
o our success in developing, introducing and shipping product
enhancements and new products,
o the mix of products we sell,
o adverse effects to our financial statements resulting from, or
necessitated by, past and future acquisitions,
o new product introductions by our competitors,
o pricing actions by us or our competitors,
o the timing of delivery and availability of components from suppliers,
o changes in material costs, and
o general economic conditions.
Moreover, the volume and timing of orders we receive during a quarter are
difficult to forecast. From time to time, our customers encounter uncertain and
changing demand for their products. Customers generally order based on their
forecasts. If demand falls below such forecasts or if customers do not control
inventories effectively, they may cancel or reschedule shipments previously
ordered from us. Our expense levels during any particular period are based, in
part, on expectations of future sales. If sales in a particular quarter do not
meet expectations, our operating results could be materially adversely affected.
Furthermore, in certain instances, sales cycles are becoming longer and more
uncertain as we bid on larger projects. As a result, we are finding it more
difficult to predict the timing of the awards of contracts and the actual
placement of orders stemming from awards. We can give no assurance that these
factors or others, such as those
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discussed below regarding the risks we face from our international operations or
the risks discussed immediately below, would not cause future fluctuations in
operating results. Further, there can be no assurance that we will be able to
continue profitable operations.
THE PRICES OF OUR SHARES HAVE BEEN AND MAY CONTINUE TO BE HIGHLY VOLATILE.
Historically, the market price of our shares has been extremely
volatile. The market price of our common sock is likely to continue to be highly
volatile and could be significantly affected by factors such as
o actual or anticipated fluctuations in our operating results,
o announcements of technological innovations or new product
introductions by us or our competitors,
o changes of estimates of our future operating results by securities
analysts,
o developments with respect to patents, copyrights or proprietary
rights, and
o general market conditions and other factors.
In addition, the stock market has from time to time experienced significant
price and volume fluctuations that have particularly affected the market prices
for the common stocks of technology companies. These broad market fluctuations
may adversely affect the market price of our common stock. For example, during
the period of less than 30 days from March 7, 2000 to April 4, 2000, our stock
price (adjusted for a two-for-one stock split effective on May 11, 2000) ranged
from a high of $96.94 to a low of $30. In addition, it is possible that in a
future fiscal quarter, our results of operations will fail to meet the
expectations of securities analysts or investors and, in such event, the market
price of our common stock would be materially adversely affected. For example,
as a result of weaker than anticipated demand for our networking products,
especially in Europe, and delays in transitions to next generation, higher
margin, networking products, in August 1998, we announced that we expected
operating results in the third quarter of 1998 to be adversely affected.
Following that announcement, the market price of our common stock dropped
substantially. Similarly, in February 1999, following our release of fourth
quarter and 1998 financial results, we announced that we did not expect revenues
in the first quarter of 1999 to be as strong as revenues reported for the fourth
quarter of 1998. Following that announcement, the market price of our stock
again dropped significantly. See the section of this prospectus captioned "Price
Range of Common Stock" below.
OUR STOCK PRICE MIGHT SUFFER AS A CONSEQUENCE OF OUR INVESTMENTS IN AFFILIATES.
We have created several start-up companies and formed independent business
units in the optical technology and Internet infrastructure areas. We account
for these investments in affiliates according to the equity or cost methods as
required by accounting principles generally accepted in the United States. The
market value of these investments may vary materially from the amounts shown as
a result of business events specific to these entities or their competitors or
market conditions. Actual or perceived changes in the market value of these
investments could have a material impact on our share price and in addition
could contribute significantly to volatility of our share price.
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OUR BUSINESS IS INTENSELY COMPETITIVE AND THE EVIDENT TREND OF CONSOLIDATIONS IN
OUR INDUSTRY COULD MAKE IT MORE SO.
The markets for fiber optic components and networking products are
intensely competitive and subject to frequent product introductions with
improved price/performance characteristics, rapid technological change and the
continual emergence of new industry standards. We compete and will compete with
numerous types of companies including companies that have been established for
many years and have considerably greater financial, marketing, technical, human
and other resources, as well as greater name recognition and a larger installed
customer base, than we do. This may give such competitors certain advantages,
including the ability to negotiate lower prices on raw materials and components
than those available to us. In addition, many of our large competitors offer
customers broader product lines, which provide more comprehensive solutions than
our current offerings. We expect that other companies will also enter markets in
which we compete. Increased competition could result in significant price
competition, reduced profit margins or loss of market share. We can give no
assurance that we will be able to compete successfully with existing or future
competitors or that the competitive pressures we face will not materially and
adversely affect our business, operating results and financial condition. In
particular, we expect that prices on many of our products will continue to
decrease in the future and that the pace and magnitude of such price decreases
may have an adverse impact on our results of operations or financial condition.
There has been a trend toward industry consolidation for several years. We
expect this trend toward industry consolidation to continue as companies attempt
to strengthen or hold their market positions in an evolving industry. We believe
that industry consolidation may provide stronger competitors that are better
able to compete. This could have a material adverse effect on our business,
operating results and financial condition.
WE MAY HAVE DIFFICULTY MANAGING OUR GROWTH.
We have grown rapidly in recent years, with revenues increasing from
$39,202,000 for the year ended December 31, 1995, to $288,524,000 for the year
ended December 31, 1999. Our recent growth, both internally and through the
acquisitions we have made since January 1, 1995, has placed a significant strain
on our financial and management personnel and information systems and controls.
As a consequence, we must implement new and enhance existing financial and
management information systems and controls and must add and train personnel to
operate such systems effectively. Our delay or failure to implement new and
enhance existing systems and controls as needed could have a material adverse
effect on our results of operations and financial condition in the future. Our
intention to continue to pursue a growth strategy can be expected to place even
greater pressure on our existing personnel and to compound the need for
increased personnel, expanded information systems, and additional financial and
administrative control procedures. We can give no assurance that we will be able
to successfully manage operations if they continue to expand.
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WE HAVE SUFFERED ADVERSE FINANCIAL CONSEQUENCES AS A RESULT OF A RECENT
ACQUISITION.
On January 30, 1998, we completed the Xyplex acquisition from Whittaker
Corporation. Xyplex is a leading provider of access solutions between enterprise
networks and WAN 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 842,804 shares of our common stock at an exercise price of $17.50 per
share. In connection with the Xyplex acquisition, we incurred charges of
$20,633,000 and $15,671,000 for purchased technology and restructuring during
the year ended December 31, 1998. While the Xyplex acquisition added 11 months
of Xyplex' revenues to our revenues, the charges resulting from the Xyplex
acquisition resulted in our incurring a net loss of $20,106,000 or $0.43 per
share during the year ended December 31, 1998.
We originally recorded charges of $30,571,000 related to research and
development projects in progress at the time of the Xyplex acquisition. Although
we reported these charges in our first, second and third quarter results of 1998
in accordance with established accounting practice and valuations of Xyplex'
purchased technology in progress provided by independent valuators, we
reconsidered these valuations in light of subsequent SEC guidance regarding
valuation methodology. Based on this newer valuation methodology, we reduced the
value of the purchased technology in progress related to the Xyplex acquisition
to $20,633,000 and increased the amount of goodwill by $9,938,000. This has
resulted in additional charges during 1998 of $759,000 and charges during 1999
of approximately $828,000 for amortization of intangibles, including goodwill,
resulting from the Xyplex acquisition charges and will continue to result in
annual charges of approximately $828,000 after 1999 as these intangibles are
amortized through January 2010.
Recent actions and comments from the SEC have indicated that the SEC is
reviewing the current valuation methodology of purchased in-process research and
development related to business combinations. Unlike the case of many other
companies, the SEC has not notified us of any plans to review our methodology
for valuing purchased in-process research and development. Our action in 1998 to
reconsider that valuation of in process research and development related to the
Xyplex acquisition was voluntary. We believe we are in compliance with all of
the rules and related guidance as they currently exist. However, there can be no
assurance that the SEC will not review our accounting for the Xyplex acquisition
and seek to apply retroactively new guidance and further reduce the amount of
purchased in-process research and development we have expensed. This would
result in an additional restatement of our previously filed financial statements
and could have a material adverse impact on our financial results for periods
subsequent to the acquisition.
WE FACE RISKS FROM OUR INTERNATIONAL OPERATIONS.
International sales have become an increasingly important segment of our
operations. The following table sets forth the percentage of our total net
revenues from sales to customers in foreign countries for the last three years:
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Year ended Percent of total revenue
December 31, from foreign sales
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1997 60%
1998 59
1999 58
We have offices in, and conduct a significant portion of our operations in and
from, Israel. We are, therefore, directly influenced by the political and
economic conditions affecting Israel. Any major hostilities involving Israel,
the interruption or curtailment of trade between Israel and its trading partners
or a substantial downturn in the economic or financial condition of Israel could
have a material adverse effect on our operations. Sales to foreign customers are
subject to government controls and other risks associated with international
sales, including difficulties in obtaining export licenses, fluctuations in
currency exchange rates, inflation, political instability, trade restrictions
and changes in duty rates. Although we have not experienced any material
difficulties in this regard to date, we can give no assurance that we will not
experience material difficulties in the future.
Our sales are currently denominated in U.S. dollars and to date our
business has not been significantly affected by currency fluctuations or
inflation. However, as we conduct business in several different countries,
fluctuations in currency exchange rates could cause our products to become
relatively more expensive in particular countries, leading to a reduction in
sales in that country. In addition, inflation or fluctuations in currency
exchange rates in such countries could increase our expenses. The Single
European Currency (Euro) was introduced on January 1, 1999 with complete
transition to this new currency required by January 2002. We have made and
expect to continue to make changes to our internal systems in order to
accommodate doing business in the Euro. Any delays in our ability to be
Euro-compliant could have an adverse impact on our results of operations or
financial condition. Due to numerous uncertainties, we cannot reasonably
estimate at this time the effects a common currency will have on pricing within
the European Union and the resulting impact, if any, on our financial condition
or results of operations.
To date, we have not hedged against currency exchange risks. In the future,
we may engage in foreign currency denominated sales or pay material amounts of
expenses in foreign currencies and, in such event, may experience gains and
losses due to currency fluctuations. Our operating results could be adversely
affected by such fluctuations or as a result of inflation in particular
countries where material expenses are incurred. Moreover, our operating results
could also be adversely affected by seasonality of international sales, which
are typically lower in Asia in the first calendar quarter and in Europe in the
third calendar quarter. These international factors could have a material
adverse effect on future sales of our products to international end users and,
consequently, our business, operating results and financial condition.
THE SLOWDOWN IN GROWTH RATES IN OUR INDUSTRY COULD ADVERSELY AFFECT OUR GROWTH.
Our success is dependent, in part, on the overall growth rate of the
networking industry. We can give no assurance that the Internet or the
industries that serve it will continue to grow or
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that the Company will achieve higher growth rates. Our business, operating
results or financial condition may be adversely affected by any decrease in
industry growth rates. In addition, we can give no assurance that our results in
any particular period will fall within the ranges for growth forecast by market
researchers.
WE FACE RISKS INVOLVED IN THE MANUFACTURE AND SUPPLY OF CRITICAL COMPONENTS FOR
OUR PRODUCTS.
We outsource the board-level assembly, test and quality control of
material, components, subassemblies and systems relating to our networking
products to third-party contract manufacturers. Though there are a large number
of contract manufacturers that we can use for outsourcing, we have elected to
use a limited number of vendors for a significant portion of our board assembly
requirements in order to foster consistency in quality of the products. These
independent third-party manufacturers also provide the same services to other
companies. Risks associated with the use of independent manufacturers include
unavailability of or delays in obtaining adequate supplies of products and
reduced control of manufacturing quality and production costs. If our contract
manufacturers failed to deliver needed components timely, we could face
difficulty in obtaining adequate supplies of products from other sources in the
near term. We can give no assurance that our third party manufacturers will
provide us with adequate supplies of quality products on a timely basis, or at
all. While we could outsource with other vendors, a change in vendors may
require significant lead-time and may result in shipment delays and expenses.
Our inability to obtain such products on a timely basis, the loss of a vendor or
a change in the terms and conditions of the outsourcing would have a material
adverse effect on our business, operating results and financial condition.
We rely heavily on our own production capability for critical semiconductor
lasers and light emitting diodes used in our products. Because we manufacture
these and other key components at our own facility and such components are not
readily available from other sources, any interruption of our manufacturing
process could have a material adverse effect on our operations. Furthermore, we
have a limited number of employees dedicated to the operation and maintenance of
our wafer fabrication equipment, the loss of any of whom could result in our
inability to effectively operate and service such equipment. Wafer fabrication
is sensitive to many factors, including variations and impurities in the raw
materials, the fabrication process, performance of the manufacturing equipment,
defects in the masks used to print circuits on the wafer and the level of
contaminants in the manufacturing environment. We can give no assurance that we
will be able to maintain acceptable production yields and avoid product shipment
delays. In the event adequate production yields are not achieved, resulting in
product shipment delays, our business, operating results and financial condition
could be materially adversely affected.
FUTURE HARM COULD RESULT FROM ADDITIONAL ACQUISITIONS.
An important element of our strategy is to review acquisition prospects
that would complement our existing products, augment our market coverage and
distribution ability or enhance our technological capabilities. For example, in
April 2000 we completed the acquisition of approximately 97% of the outstanding
capital stock of Fiber Optic Communications, Inc. a Republic of China
corporation ("FOCI"). The purchase price we paid to the shareholders of
10
<PAGE> 12
FOCI consisted of approximately $48.6 million in cash and approximately 2.33
million shares of our common stock having a value of approximately $248 million
based on the average closing price of the common stock during the five days
before and five days after the announcement of this acquisition. We expect that
this acquisition will add approximately $6,500,000 of goodwill amortization
charges per quarter. In April 2000, we signed definitive agreements to acquire
Optronics International Corp., a manufacturer of laser diodes and transceivers
and Quantum Optech Inc., a manufacturer of optical thin film coating and filters
for DWDM, an industry acronym for dense wavelength division multiplexing. In May
2000, we completed the acquisition of Jolt Ltd., a company engaged in optical
wireless communications. We expect the acquisition of Jolt, and the acquisitions
of Optronics and Quantum, if successfully completed, to add an estimated
additional $6,500,000 of goodwill amortization charges per quarter until fully
amortized.
In addition to the amortization of expenses related to goodwill and other
intangible assets, these acquisitions and future acquisitions could have a
material adverse effect on our business, financial condition and results of
operations because of the
o possible charges to operations similar to those incurred in connection
with the Xyplex acquisition,
o potentially dilutive issuances of equity securities,
o incurrence of debt and contingent liabilities and amortization
expenses related to goodwill and other intangible assets,
o difficulties assimilating the acquired operations, technologies and
products,
o diversion of management's attention to other business concerns,
o risks of entering markets in which we have no or limited prior
experience,
o potential loss of key employees of acquired organizations, and
o difficulties in honoring commitments made to customers by management
of the acquired entity prior to the acquisition.
We can give no assurance as to whether we can successfully integrate the
products, technologies or personnel of any business that we might acquire in the
future.
WE PRESENTLY HAVE NO PATENTS AND ARE DEPENDENT ON PROPRIETARY TECHNOLOGY.
We currently hold no patents. We have filed two patent applications and a
provisional patent application in the United States with respect to certain
aspects of our technology. With the Xyplex acquisition, we acquired five
additional provisional patent applications filed by Xyplex on certain aspects of
its technology. We currently rely on copyrights, trade secrets and unpatented
proprietary know-how, which may be duplicated by others. We employ various
methods, including confidentiality agreements with employees and suppliers, to
protect our proprietary know-how. Such methods may not afford complete
protection, however, and others could independently develop such know-how or
obtain access to it or independently develop technologies that are substantially
equivalent or superior to our technology. In the event that protective measures
are not successful, our business, operating results and financial condition
could be materially and adversely affected. In addition, the laws of some
foreign countries do not protect our proprietary rights to the same extent, as
do the laws of the United States. We can give no assurance that any patents will
be issued as a result of the pending applications, including the
11
<PAGE> 13
provisional patent application, or any future patent applications, or, if
issued, will provide us with meaningful protection from competition. In
addition, we can give no assurance that any patents issued to us or Xyplex will
not be challenged, invalidated or circumvented.
The electronics industry has been characterized by extensive litigation
regarding patents and other intellectual property rights, and companies in the
electronics industry have employed intellectual property litigation to gain a
competitive advantage. United States patent applications are presently
maintained in secrecy until the patents issue and the publication of inventions
in technical or patent literature tends to lag behind such patent application
filings by several months. Accordingly, we cannot be certain that we were the
first inventor of inventions covered by pending United States patent
applications or that we are not infringing on the patents of others. Litigation
may be necessary to enforce any patents that may be issued to us or to enforce
our other intellectual property rights, to protect our trade secrets, to
determine the validity and scope of the proprietary rights of others or to
defend against claims of infringement. Such litigation could result in
substantial costs and diversion of resources and could have a material adverse
effect on our business, financial condition and results of operations regardless
of the final outcome of such litigation. In the event that any of our products
are found to infringe on the intellectual property rights of third parties, we
would be required to seek a license with respect to such patented technology, or
incur substantial costs to redesign the infringing products. We can give no
assurance that any such license would be available on acceptable terms or at
all, that any of our products could be redesigned on an economical basis or at
all, or that any such redesigned products would be competitive with the products
of our competitors.
WE ARE DEPENDENT ON CERTAIN MEMBERS OF OUR SENIOR MANAGEMENT.
We are substantially dependent upon Dr. Shlomo Margalit, our Chairman of
the Board of Directors and Chief Technical Officer, and Mr. Noam Lotan, our
President and Chief Executive Officer. The loss of the services of either of
these officers could have a material adverse effect on us. We have entered into
employment agreements with Dr. Margalit and Mr. Lotan and are the beneficiary of
key man life insurance policies in the amounts of $1,000,000 each on their
lives. However, we can give no assurance that the proceeds from these policies
will be sufficient to compensate us in the event of the death of any of these
individuals, and the policies are not applicable in the event that any of them
becomes disabled or is otherwise unable to render services to us.
OUR BUSINESS REQUIRES US TO ATTRACT AND RETAIN QUALIFIED PERSONNEL.
Our ability to develop, manufacture and market our products and our ability
to compete with our current and future competitors depends, and will depend, in
large part, on our ability to attract and retain qualified personnel.
Competition for qualified personnel in the networking and fiber optics
industries is intense, and we will be required to compete for such personnel
with companies having substantially greater financial and other resources than
we do. If we should be unable to attract and retain qualified personnel, our
business could be materially adversely affected. We can give no assurance that
we will be able to attract and retain qualified personnel.
12
<PAGE> 14
OUR ABILITY TO ISSUE PREFERRED STOCK COULD ADVERSELY AFFECT THE RIGHTS OF
HOLDERS OF COMMON STOCK AND DETER A TAKE-OVER.
We are authorized to issue up to 1,000,000 shares of preferred stock This
preferred stock may be issued in one or more series, the terms of which may be
determined at the time of issuance by the board of directors without further
action by stockholders. The terms of any such series of preferred stock may
include voting rights (including the right to vote as a series on particular
matters), preferences as to dividend, liquidation, conversion and redemption
rights and sinking fund provisions. No preferred stock is currently outstanding.
The issuance of any such preferred stock could materially adversely affect the
rights of the holders of our common stock, and therefore, reduce the value of
our common stock. In particular, specific rights granted to future holders of
preferred stock could be used to restrict our ability to merge with, or sell our
assets to, a third party and thereby preserve control by the present management.
13
<PAGE> 15
USE OF PROCEEDS
We will not receive any proceeds from the sales of shares of common stock
by the selling stockholders. Further we will not receive any additional
consideration from the issuances of additional shares to RedC Optical Networks,
Inc., Optical Crossing, Inc. or Reuben Sivan under the circumstances described
in the section of this prospectus called "Plan of Distribution--Additional
Issuances of Shares by MRV." Finally, we will receive no proceeds from our sale
of shares to Charlotte's Networks. Instead we will receive shares the capital
stock of Charlotte's Networks one of our partner companies.
DIVIDEND POLICY
We have never declared or paid cash dividends on our common stock since our
inception. We currently intend to retain all of our earnings, if any, for use in
the operation and expansion of our businesses and do not intend to pay any cash
dividends to stockholders in the foreseeable future.
14
<PAGE> 16
PRICE RANGE OF COMMON STOCK
Our common stock is traded in the over-the-counter market and has been
included in the Nasdaq National Market since February 28, 1994 under the symbol
"MRVC." The following table sets forth the high and low closing sale prices of
our common stock for the periods indicated as reported by the Nasdaq National
Market. The prices have been adjusted to give retroactive effect to the
two-for-one stock split effected on May 11, 2000.
<TABLE>
<CAPTION>
HIGH LOW
-------- -------
<S> <C> <C>
1998
First Quarter $14.50 $10.57
Second Quarter 14.19 9.69
Third Quarter 12.00 2.53
Fourth Quarter 4.53 2.57
1999
First Quarter $ 4.94 $2.97
Second Quarter 7.03 2.97
Third Quarter 12.41 6,32
Fourth Quarter 32.82 9.72
2000
First Quarter $95.25 $25.88
Second Quarter (through __, 2000)
</TABLE>
At June 1, 2000, we had 3,270 stockholders of record, as indicated on the
records of our transfer agent, who held, we believe, for over 13 million
beneficial holders. On ______, 2000, the last sale price of the common stock as
reported on The Nasdaq National Market was $_______ per share.
15
<PAGE> 17
SELLING STOCKHOLDERS
The following table sets forth certain information regarding the beneficial
ownership of shares of common stock by the selling stockholders as of June 15,
2000. Information in the table concerning the selling stockholders and the
shares they may offer from time to time hereunder is based on information
provided to MRV by such stockholders. Because the selling stockholders may offer
all or some of the shares pursuant to this prospectus, and to our knowledge
there are currently no agreements, arrangements or understandings with respect
to the sale of any of the shares that may be held by the selling stockholders
after completion of this offering, we can give no estimate as to the amount of
shares that will be held by the selling stockholders after completion of this
offering. Information concerning the selling stockholders may change from time
to time and any changes of which we are advised will be set forth in a
prospectus supplement to the extent required. Amounts in the table reflect our
two-for-one stock split for stockholders of record on May 11, 2000.
<TABLE>
<CAPTION>
PERCENT
OF OUT-
NUMBER OF STANDING
SHARES NUMBER OF SHARES
BENEFICIALLY SHARES BEING TO BE OWNED
OWNED OFFERED BY UPON
PRIOR TO THE SELLING COMPLETION
NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING
--------------------------- ------------- ------------ -----------
<S> <C> <C> <C>
Bannister, Julie Elizabeth 62(1) 36 *
Bell, Roger T. 122,234(2) 122,234 *
Chan, Juan-Chu 696(1) 406 *
Chan, Ken-Wang 416(1) 242 *
Chan, Li-Hsing 2,780(1) 1,622 *
Chan, Shu-Fang 386(1) 226 *
Chan, Ta-Wei 346(1) 202 *
Chan, Yi-Jen 2,990(1) 1,744 *
Chan, Yun-His 4,244(1) 2,476 *
Chang Chien, Yu-Chun 346(1) 202 *
Chang Chzang, Yu-Mei 674(1) 394 *
Chang Li, Chang-Lung 206(1) 120 *
Chang, Chao-Chin 644(1) 376 *
Chang, Chao-Chin 10,504(1) 6,128 *
Chang, Chau-Ying 1,668(1) 974 *
Chang, Cheng-Hung 1,552(1) 906 *
Chang, Chieh-Ming 206(1) 120 *
Chang, Chih-Kai 624(1) 364 *
Chang, Chih-Tsong 1,292(1) 754 *
Chang, Chin-Chi 366(1) 214 *
Chang, Chin-Chia 258(1) 150 *
Chang, Chin-Chung 346(1) 202 *
</TABLE>
16
<PAGE> 18
<TABLE>
<CAPTION>
PERCENT
OF OUT-
NUMBER OF STANDING
SHARES NUMBER OF SHARES
BENEFICIALLY SHARES BEING TO BE OWNED
OWNED OFFERED BY UPON
PRIOR TO THE SELLING COMPLETION
NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING
--------------------------- ------------- ------------ -----------
<S> <C> <C> <C>
Chang, Ching-Hsien 388(1) 226 *
Chang, Chin-Huang 4,010(1) 2,340 *
Chang, Chin-Hung 2,414(1) 1,408 *
Chang, Chiung-Wen 556(1) 324 *
Chang, Chiu-Yueh 346(1) 202 *
Chang, Chi-Wen 736(1) 430 *
Chang, Chi-Yuan 346(1) 202 *
Chang, Chu-Chin 206(1) 120 *
Chang, Chun-Hsi 2,070(1) 1,208 *
Chang, Fon-Min 1,292(1) 754 *
Chang, Fu-Mei 696(1) 406 *
Chang, Hsiu-Chin 15,512(1) 9,048 *
Chang, Hsiu-Chuan 2,044(1) 1,192 *
Chang, Hsiu-Ling 68(1) 40 *
Chang, Hsiu-Wan 16,656(1) 9,716 *
Chang, Hsu-Hui 1,182(1) 690 *
Chang, Hui-Wen 332(1) 194 *
Chang, Jiann-Ling 346(1) 202 *
Chang, Jui-Nan 88(1) 52 *
Chang, Jui-Ping 1,390(1) 810 *
Chang, Jung Ho 346(1) 202 *
Chang, Jung-Jing 346(1) 202 *
Chang, Kevin 346(1) 202 *
Chang, Kuo-Fen 138(1) 80 *
Chang, Liang-Sheng 6,302(1) 3,676 *
Chang, Li-Chu 258(1) 150 *
Chang, Mauliu 1,668(1) 974 *
Chang, May-Lin 82(1) 48 *
Chang, Mei-Chou 1,940(1) 1,132 *
Chang, Mei-Chu 1,738(1) 1,014 *
Chang, Mei-Lan 2,642(1) 1,542 *
Chang, Mei-Yo 416(1) 242 *
Chang, Ming-Fang 846(1) 494 *
</TABLE>
17
<PAGE> 19
<TABLE>
<CAPTION>
PERCENT
OF OUT-
NUMBER OF STANDING
SHARES NUMBER OF SHARES
BENEFICIALLY SHARES BEING TO BE OWNED
OWNED OFFERED BY UPON
PRIOR TO THE SELLING COMPLETION
NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING
--------------------------- ------------- ------------ -----------
<S> <C> <C> <C>
Chang, Ming-Hung 138(1) 80 *
Chang, Pa-China 1,390(1) 810 *
Chang, Pao-Yu 834(1) 486 *
Chang, Pi-Hui 12,826(1) 7,482 *
Chang, Ping-Sheng 40(1) 24 *
Chang, Shou-Hsiang 4,590(1) 2,678 *
Chang, Shu-Chen 696(1) 406 *
Chang, Shu-Hsing 8,248(1) 4,812 *
Chang, Shun-Ming 856(1) 500 *
Chang, Shyue-Ming 416(1) 242 *
Chang, Su-Ching 696(1) 406 *
Chang, Su-Fong 486(1) 284 *
Chang, Tsen Shiow-Ing 15,028(1) 8,766 *
Chang, Wan-Hsin 68(1) 40 *
Chang, Wan-Yi 696(1) 406 *
Chang, Wei-Cheng 48(1) 28 *
Chang, Wen-Han 3,476(1) 2,028 *
Chang, Whi-Lin 250(1) 146 *
Chang, Yao-Ling 12,412(1) 7,240 *
Chang, Yi-Chen 1,516(1) 884 *
Chang, Yi-Hwa 644(1) 376 *
Chang, Yi-Nung 696(1) 406 *
Chang, Yu-Chao 40(1) 24 *
Chang, Yu-Cheng 346(1) 202 *
Chang, Yu-Feng 1,042(1) 608 *
Chang, Yu-Min 158(1) 92 *
Chang, Yung-Yu 2,780(1) 1,622 *
Chang, Yu-Ping 68(1) 40 *
Chang, Yu-Tseng 76(1) 44 *
Chang, Yu-Ying 8,348(1) 4,870 *
Chao, Chin-Shiao 644(1) 376 *
Chao, Hsing-Ming 164(1) 96 *
Chao, Li-Chune 2,780(1) 1,622 *
</TABLE>
18
<PAGE> 20
<TABLE>
<CAPTION>
PERCENT
OF OUT-
NUMBER OF STANDING
SHARES NUMBER OF SHARES
BENEFICIALLY SHARES BEING TO BE OWNED
OWNED OFFERED BY UPON
PRIOR TO THE SELLING COMPLETION
NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING
--------------------------- ------------- ------------ -----------
<S> <C> <C> <C>
Chao, Ning-Liu 1,920(1) 1,120 *
Chao, Shang-Szu 1,252(1) 730 *
Charlotte's Networks, Inc. 1,000,000(3) 1,000,000 *
Chau, Chen-Yang 3,490(1) 2,036 *
Chen Chou, Li-Yun 2,588(1) 1,510 *
Chen Hsieh, Su-Ching 480(1) 280 *
Chen Lee, Su-Mei 258(1) 150 *
Chen, Angela 5,174(1) 3,018 *
Chen, Chao-Hsien 39,130(1) 22,826 *
Chen, Chao-Jen 206(1) 120 *
Chen, Chao-Pin 138(1) 80 *
Chen, Cheng-Feng 512(1) 298 *
Chen, Cheng-Keng 12,310(1) 7,180 *
Chen, Cheng-Ta 514(1) 300 *
Chen, Cheng-Wen 1,292(1) 754 *
Chen, Chen-Shing 3,908(1) 2,280 *
Chen, Chi-Chang 4,080(1) 2,380 *
Chen, Chieh-Kuei 228(1) 134 *
Chen, Chien-Yang 542(1) 316 *
Chen, Chih-Hsien 1,062(1) 620 *
Chen, Chih-Ping 138(1) 80 *
Chen, Chin-Chu 2,084(1) 1,216 *
Chen, Ching-I 82(1) 48 *
Chen, Ching-Yuan 644(1) 376 *
Chen, Chin-Lai 68(1) 40 *
Chen, Chin-Liang 346(1) 202 *
Chen, Chin-Pao 278(1) 162 *
Chen, Chin-Shu 696(1) 406 *
Chen, Chiu-Chin 7,630(1) 4,450 *
Chen, Chiu-Fang 2,434(1) 1,420 *
Chen, Chi-Yuan 696(1) 406 *
Chen, Chuan-Tien 298(1) 174 *
Chen, Chueh-Yu 416(1) 242 *
Chen, Chun-Cheng 346(1) 202 *
</TABLE>
19
<PAGE> 21
<TABLE>
<CAPTION>
PERCENT
OF OUT-
NUMBER OF STANDING
SHARES NUMBER OF SHARES
BENEFICIALLY SHARES BEING TO BE OWNED
OWNED OFFERED BY UPON
PRIOR TO THE SELLING COMPLETION
NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING
--------------------------- ------------- ------------ -----------
<S> <C> <C> <C>
Chen, Chung-Chuan 696(1) 406 *
Chen, Chung-Hsing 1,602(1) 934 *
Chen, Chung-Yuan 834(1) 486 *
Chen, Chung-Yuan 278(1) 162 *
Chen, Chun-Jen 48,326(1) 28,190 *
Chen, Chun-Jung 138(1) 80 *
Chen, Chun-Mei 58(1) 34 *
Chen, Chun-Yu 346(1) 202 *
Chen, Fang-Chu 3,922(1) 2,288 *
Chen, Feng-Ying 696(1) 406 *
Chen, Han-Pin 2,084(1) 1,216 *
Chen, Ho Yueh-Ling 138(1) 80 *
Chen, Hsiang-Yin 346(1) 202 *
Chen, Hsian-Hsueh 3,234(1) 1,886 *
Chen, Hsiao 290(1) 170 *
Chen, Hsiao-San 150(1) 88 *
Chen, Hsing-Wen 696(1) 406 *
Chen, Hsin-Hua 696(1) 406 *
Chen, Hsiu-Fang 346(1) 202 *
Chen, Hsiu-Hao 696(1) 406 *
Chen, Hsiu-Ping 13,070(1) 7,624 *
Chen, Hsiu-Tsen 644(1) 376 *
Chen, Hsi-Yao 644(1) 376 *
Chen, Hui-Lin 250(1) 146 *
Chen, Hung-China 138(1) 80 *
Chen, Huo-Wen 644(1) 376 *
Chen, I-Chen 2,084(1) 1,216 *
Chen, Ing-Yeh 644(1) 376 *
Chen, Jen-Chung 1,292(1) 754 *
Chen, Jeng-An 346(1) 202 *
Chen, Jen-Kuen 346(1) 202 *
Chen, Jia, Hsiu 416(1) 242 *
Chen, Jin-Luan 40(1) 24 *
</TABLE>
20
<PAGE> 22
<TABLE>
<CAPTION>
PERCENT
OF OUT-
NUMBER OF STANDING
SHARES NUMBER OF SHARES
BENEFICIALLY SHARES BEING TO BE OWNED
OWNED OFFERED BY UPON
PRIOR TO THE SELLING COMPLETION
NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING
--------------------------- ------------- ------------ -----------
<S> <C> <C> <C>
Chen, Joanne F 4,662(1) 2,720 *
Chen, Jui-Yun 932(1) 544 *
Chen, Kuang-Ming 138(1) 80 *
Chen, Kuo Ming-Chu 9,190(1) 5,360 *
Chen, Kuo-Yuan 88(1) 52 *
Chen, Kwo-Hua 68(1) 40 *
Chen, Lesley 2,780(1) 1,622 *
Chen, Lian-Chuan 2,588(1) 1,510 *
Chen, Lih-Lin 416(1) 242 *
Chen, Li-Hung 1,940(1) 1,132 *
Chen, Li-Ju 138(1) 80 *
Chen, Ling-Na 68(1) 40 *
Chen, Li-Wen 1,892(1) 1,104 *
Chen, Man-Tsu 158(1) 92 *
Chen, Mau-Shiung 15,658(1) 9,134 *
Chen, Mei-Chiao 138(1) 80 *
Chen, Mei-Hsiang 582(1) 340 *
Chen, Mei-Jy 54(1) 32 *
Chen, Mei-Yuan 164(1) 96 *
Chen, Meng-Chieh 346(1) 202 *
Chen, Nei-Yu 696(1) 406 *
Chen, Nicholas 6,470(1) 3,774 *
Chen, Pai-Chou 346(1) 202 *
Chen, Pao-Kuei 644(1) 376 *
Chen, Pao-Lung 68(1) 40 *
Chen, Pi-Lien 422(1) 246 *
Chen, Pin-Chun 250(1) 146 *
Chen, Ping-Heng 416(1) 242 *
Chen, Ping-Hung 278(1) 162 *
Chen, Pin-Hsiu 346(1) 202 *
Chen, Roger 3,880(1) 2,264 *
Chen, San-Ming 666(1) 388 *
Chen, Shih-Tsung 68(1) 40 *
</TABLE>
21
<PAGE> 23
<TABLE>
<CAPTION>
PERCENT
OF OUT-
NUMBER OF STANDING
SHARES NUMBER OF SHARES
BENEFICIALLY SHARES BEING TO BE OWNED
OWNED OFFERED BY UPON
PRIOR TO THE SELLING COMPLETION
NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING
--------------------------- ------------- ------------ -----------
<S> <C> <C> <C>
Chen, Shiou-Lin 1,334(1) 778 *
Chen, Shu-Chen 644(1) 376 *
Chen, Shuenn Der 346(1) 202 *
Chen, Shu-Han 346(1) 202 *
Chen, Shui-Yuan 2,406(1) 1,404 *
Chen, Shu-Jen 696(1) 406 *
Chen, Shu-Ju 258(1) 150 *
Chen, Shu-Mei 1,598(1) 932 *
Chen, Shu-Miao 128(1) 74 *
Chen, Shu-Ping 346(1) 202 *
Chen, Shu-Wei 68(1) 40 *
Chen, Shu-Yen 644(1) 376 *
Chen, Shu-Yuan 164(1) 96 *
Chen, Siu-Tzu 902(1) 526 *
Chen, Stephanie 6,470(1) 3,774 *
Chen, Su-Chen 644(1) 376 *
Chen, Szu-Chien 2,084(1) 1,216 *
Chen, Szu-Fu 3,880(1) 2,264 *
Chen, Ta-Pang 696(1) 406 *
Chen, Teng-Feng 1,252(1) 730 *
Chen, Teresa 6,470(1) 3,774 *
Chen, Tung-Hsien 1,042(1) 608 *
Chen, Tzu Yu 1,930(1) 1,126 *
Chen, Tzu-Ling 834(1) 486 *
Chen, Wei-Kuang 1,668(1) 974 *
Chen, We-Lin 82(1) 48 *
Chen, Wen-Hsiang 2,844(1) 1,660 *
Chen, Wen-Hsiang 2,084(1) 1,216 *
Chen, Wen-Yin 278(1) 162 *
Chen, Yang Li-Chan 346(1) 202 *
Chen, Yan-Wen 206(1) 120 *
Chen, Yao-Chuan 346(1) 202 *
Chen, Yi-Ching 26(1) 16 *
</TABLE>
22
<PAGE> 24
<TABLE>
<CAPTION>
PERCENT
OF OUT-
NUMBER OF STANDING
SHARES NUMBER OF SHARES
BENEFICIALLY SHARES BEING TO BE OWNED
OWNED OFFERED BY UPON
PRIOR TO THE SELLING COMPLETION
NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING
--------------------------- ------------- ------------ -----------
<S> <C> <C> <C>
Chen, Yi-Ching 2,224(1) 1,298 *
Chen, Yi-Ehuan 644(1) 376 *
Chen, Yin-Shih 2,588(1) 1,510 *
Chen, Yuan-Yu 138(1) 80 *
Chen, Yu-Chun 1,738(1) 1,014 *
Chen, Yueh-Li 500(1) 292 *
Chen, Yueh-Sheng 1,892(1) 1,104 *
Chen, Yueh-Te 18,466(1) 10,772 *
Chen, Yu-Hua 124(1) 72 *
Chen, Yu-Li 62(1) 36 *
Chen, Yun-Yi 258(1) 150 *
Chen, Yu-Shan 346(1) 202 *
Chen, Yu-Wen 206(1) 120 *
Cheng, Chien-Hsun 1,014(1) 592 *
Cheng, Chih-Min 596(1) 348 *
Cheng, Chun-Yen 402(1) 234 *
Cheng, Fu-Mei 68(1) 40 *
Cheng, Hsiao Huan 696(1) 406 *
Cheng, Hsing-Chi 346(1) 202 *
Cheng, Hsin-Yu 206(1) 120 *
Cheng, Hsiu-Chih 346(1) 202 *
Cheng, Hsiu-Chih 696(1) 406 *
Cheng, Hui-Fen 2,238(1) 1,306 *
Cheng, Hui-Wan 2,238(1) 1,306 *
Cheng, Jung-Shien 3,792(1) 2,212 *
Cheng, Lan-Fang 696(1) 406 *
Cheng, Lin Hsin-Chiao 5,280(1) 3,080 *
Cheng, Mei-Yun 62(1) 36 *
Cheng, Pei-Chi 138(1) 80 *
Cheng, Ping-Shin 736(1) 430 *
Cheng, Shi-Jen 13,542(1) 7,900 *
Cheng, Shu-Hua 346(1) 202 *
Cheng, Tsun-Chou 138(1) 80 *
</TABLE>
23
<PAGE> 25
<TABLE>
<CAPTION>
PERCENT
OF OUT-
NUMBER OF STANDING
SHARES NUMBER OF SHARES
BENEFICIALLY SHARES BEING TO BE OWNED
OWNED OFFERED BY UPON
PRIOR TO THE SELLING COMPLETION
NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING
--------------------------- ------------- ------------ -----------
<S> <C> <C> <C>
Cheng, Wen-Kui 2,798(1) 1,632 *
Cheng, Yu-Chin 346(1) 202 *
Cheng, Yueh-Yueh 128(1) 74 *
Cheng, Yu-Ling 3,734(1) 2,178 *
Chi, Wen-Tsun 696(1) 406 *
Chia, Mei-Ling 138(1) 80 *
Chiang, Bor-Fang 3,352(1) 1,956 *
Chiang, Chai-Yun 666(1) 388 *
Chiang, Chen-Kuo 278(1) 162 *
Chiang, Chia-An 68(1) 40 *
Chiang, Chiu-Kuai 68(1) 40 *
Chiang, Feng-Shih 12,072(1) 7,042 *
Chiang, Feng-Yi 346(1) 202 *
Chiang, Fu-Ming 696(1) 406 *
Chiang, His-Lin 138(1) 80 *
Chiang, Hsin-Min 386(1) 226 *
Chiang, Hung-Yi 158(1) 92 *
Chiang, I-Ping 578(1) 338 *
Chiang, Kuo-Feng 1,042(1) 608 *
Chiang, Miao-Ching 644(1) 376 *
Chiang, Min-Chu 360(1) 210 *
Chiang, Ming-Chung 696(1) 406 *
Chiang, Sherry 1,390(1) 810 *
Chiang, Shu-Chung 138(1) 80 *
Chiang, Su-Ping 696(1) 406 *
Chien, Che-Ju 346(1) 202 *
Chien, Ching-Hsuan 1,292(1) 754 *
Chien, Chu-Chin 1,182(1) 690 *
Chien, Jui-Hsien 3,428(1) 2,000 *
Chien, Li-Hsueh 696(1) 406 *
Chien, Li-Pi 206(1) 120 *
Chien, Mei-Fang 346(1) 202 *
Chien, Shun Li 696(1) 406 *
</TABLE>
24
<PAGE> 26
<TABLE>
<CAPTION>
PERCENT
OF OUT-
NUMBER OF STANDING
SHARES NUMBER OF SHARES
BENEFICIALLY SHARES BEING TO BE OWNED
OWNED OFFERED BY UPON
PRIOR TO THE SELLING COMPLETION
NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING
--------------------------- ------------- ------------ -----------
<S> <C> <C> <C>
Chien, Tsan-Chao 2,602(1) 1,518 *
Chien, Tsung-Hsien 48(1) 28 *
Chien, Tzu-Lin 778(1) 454 *
Chien, Wei-Chih 7,762(1) 4,528 *
Chien, Wen-Kuang 2,294(1) 1,338 *
Chien, Wen-Lu 5,914(1) 3,450 *
Chien, Yu-Hsiu 346(1) 202 *
Chin, Su-Chin 696(1) 406 *
Chiou, Kun-Long 1,988(1) 1,160 *
Chiou, Shih-Pin 138(1) 80 *
Chiu, An-Lai 82(1) 48 *
Chiu, An-Yen 644(1) 376 *
Chiu, Chang Ying-Hua 416(1) 242 *
Chiu, Chien-Hsiung 9,928(1) 5,792 *
Chiu, Ho-Huei 5,900(1) 3,442 *
Chiu, Hsiu-Chin 346(1) 202 *
Chiu, Hsiu-Lan 76(1) 44 *
Chiu, Jui-Che 778(1) 454 *
Chiu, Mei-Chuan 68(1) 40 *
Chiu, Ming-Chun 2,002(1) 1,168 *
Chiu, Ming-En 206(1) 120 *
Chiu, Po-Lin 346(1) 202 *
Chiu, Su-Fang 164(1) 96 *
Chiu, Wen-Chao 1,252(1) 730 *
Chiu, Wen-Fei 138(1) 80 *
Chiu, Wen-Hsiu 582(1) 340 *
Chiu, Yi-Ping 68(1) 40 *
Chne, Pao-Chia 346(1) 202 *
Cho, Ya-Hui 1,292(1) 754 *
Chou Wong, Miao-Hwa 644(1) 376 *
Chou, Cheng-Chieh 2,642(1) 1,542 *
Chou, Chien-Chih 346(1) 202 *
Chou, Ching-Fa 834(1) 486 *
</TABLE>
25
<PAGE> 27
<TABLE>
<CAPTION>
PERCENT
OF OUT-
NUMBER OF STANDING
SHARES NUMBER OF SHARES
BENEFICIALLY SHARES BEING TO BE OWNED
OWNED OFFERED BY UPON
PRIOR TO THE SELLING COMPLETION
NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING
--------------------------- ------------- ------------ -----------
<S> <C> <C> <C>
Chou, Feng 2,128(1) 1,242 *
Chou, Heng-Sheng 138(1) 80 *
Chou, Hsia-Ching 1,034(1) 604 *
Chou, Kuei-Yuan 48(1) 28 *
Chou, Kun-Cheng 164(1) 96 *
Chou, Kuo-Chen 4,224(1) 2,464 *
Chou, Shu-Hui 1,390(1) 810 *
Chou, Tung-Ping 278(1) 162 *
Chou, Yeh-Hsiu 206(1) 120 *
Chou, Yen-Fang 278(1) 162 *
Chou, Yen-Lin 2,084(1) 1,216 *
Chou, Yueh-China 68(1) 40 *
Chu, Chang-Kuo 556(1) 324 *
Chu, Cheng-Ta 128(1) 74 *
Chu, Hsiu-Yu 138(1) 80 *
Chu, Jo-Ying 138(1) 80 *
Chu, Jun-Ti 696(1) 406 *
Chu, Mu-Shen 1,042(1) 608 *
Chu, Nai-Cheng 1,042(1) 608 *
Chu, Pao-Chuan 696(1) 406 *
Chu, Shian-Kuang 1,940(1) 1,132 *
Chu, Shih-Hsiung 12,494(1) 7,288 *
Chu, Shih-I 984(1) 574 *
Chu, Shu-Hui 138(1) 80 *
Chu, Su-Hsien 68(1) 40 *
Chu, Yu-Cheng 88(1) 52 *
Chu, Yu-Mei 138(1) 80 *
Chuan, Jia-Rong 258(1) 150 *
Chuang, Chien-Chen 164(1) 96 *
Chuang, Chien-Liang 5,008(1) 2,922 *
Chuang, Ching-Hua 480(1) 280 *
Chuang, Ching-Lin 696(1) 406 *
</TABLE>
26
<PAGE> 28
<TABLE>
<CAPTION>
PERCENT
OF OUT-
NUMBER OF STANDING
SHARES NUMBER OF SHARES
BENEFICIALLY SHARES BEING TO BE OWNED
OWNED OFFERED BY UPON
PRIOR TO THE SELLING COMPLETION
NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING
--------------------------- ------------- ------------ -----------
<S> <C> <C> <C>
Chuang, Chun-Jung 250(1) 146 *
Chuang, Ming-Huang 556(1) 324 *
Chuang, Ming-Yu 68(1) 40 *
Chuang, Pao-Tsai 3,234(1) 1,886 *
Chuang, Shih-Chia 128(1) 74 *
Chuang, Shih-Hong 21,796(1) 12,714 *
Chuang, Tsui-Yueh 40(1) 24 *
Chuang, Ya -Wen 21,796(1) 12,714 *
Chuang, Yao-Chen 696(1) 406 *
Chuang, Ying-Chang 82(1) 48 *
Chuang, Yu-Chih 3,616(1) 2,110 *
Chun Gee Enterprise Co., Ltd. 1,042(1) 608 *
Chung, Cheng-Hsin 416(1) 242 *
Chung, Chien-Chih 346(1) 202 *
Chung, Ching-Fu 16,024(1) 9,348 *
Chung, Chun-Chieh 138(1) 80 *
Chung, Mei-Chiung 138(1) 80 *
Chung, Mei-Eng 138(1) 80 *
Chung, Mei-Yun 644(1) 376 *
Chung, Shu-Chuan 416(1) 242 *
Chung, Wan-Ling 206(1) 120 *
Chung, Yu-Chuan 128(1) 74 *
Chung, Yu-Min 696(1) 406 *
Chuo, Sun-Yu 696(1) 406 *
Chuu, An-Yue 416(1) 242 *
Dai, Fang-Mei 1,292(1) 754 *
Dai, Ming-Jen 174(1) 102 *
Daniel Chiu 346(1) 202 *
Ding, Chung-Dung 164(1) 96 *
Dong, Der-Chang 20(1) 12 *
Doong, Yih-Ching 2,084(1) 1,216 *
Du, Jin-Zhi 8,132(1) 4,744 *
Du, Wan-Sheng 6,470(1) 3,774 *
Duh, Biing-En 346(1) 202 *
</TABLE>
27
<PAGE> 29
<TABLE>
<CAPTION>
PERCENT
OF OUT-
NUMBER OF STANDING
SHARES NUMBER OF SHARES
BENEFICIALLY SHARES BEING TO BE OWNED
OWNED OFFERED BY UPON
PRIOR TO THE SELLING COMPLETION
NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING
--------------------------- ------------- ------------ -----------
<S> <C> <C> <C>
Duh, Biing-Hann 346(1) 202 *
Duh, Yuh-Shyuan 346(1) 202 *
Fan, Chen-Tang 486(1) 284 *
Fan, Fu-Shun 1,062(1) 620 *
Fan, Hua-Lin 40(1) 24 *
Fan, Jui-Chi 346(1) 202 *
Fan, Kuang-Ying 624(1) 364 *
Fan, Pi-Yen 386(1) 226 *
Fan, Su-Jyn 644(1) 376 *
Fan, Yang-Liang 764(1) 446 *
Fang, Chih-Liang 666(1) 388 *
Fang, Chih-Sheng 164(1) 96 *
Fang, Hsiao-Min 68(1) 40 *
Fang, Hui-Ju 138(1) 80 *
Fang, Mei-Yu 88(1) 52 *
Fang, Ming-Chin 1,042(1) 608 *
Fang, Wen-Chang 896(1) 522 *
Fann, Chen-Shin 416(1) 242 *
Feng, Chi-Ju 1,152(1) 672 *
Feng, Chun-Chen 346(1) 202 *
Feng, Han-Yuan 1,252(1) 730 *
Feng, Hsiao-Ling 14,186(1) 8,276 *
Feng, Hsiu-Chin 346(1) 202 *
Feng, Jo-Yu 16,802(1) 9,802 *
Feng, Min-Hui 346(1) 202 *
Fu, Chi-Chen 1,042(1) 608 *
Fu, Chien-Tung 346(1) 202 *
Fu, Kun-Tai 138(1) 80 *
Fu, Lan-Ya 4,660(1) 2,718 *
Fu, Mei-Yu 672(1) 392 *
Fu, Tseng Jui-Ai 1,042(1) 608 *
Fu, Yu-Ling 12,940(1) 7,548 *
Fu, Yung-Mou 258(1) 150 *
</TABLE>
28
<PAGE> 30
<TABLE>
<CAPTION>
PERCENT
OF OUT-
NUMBER OF STANDING
SHARES NUMBER OF SHARES
BENEFICIALLY SHARES BEING TO BE OWNED
OWNED OFFERED BY UPON
PRIOR TO THE SELLING COMPLETION
NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING
--------------------------- ------------- ------------ -----------
<S> <C> <C> <C>
Fun, Yung-Sin 4,172(1) 2,434 *
Gao, Huang Chin-Hua 4,172(1) 2,434 *
Gau Reay-Long 2,420(1) 1,412 *
Gea, Leh-Fang 1,146(1) 668 *
Ger, Rong-Jen 88(1) 52 *
Gung, Shing-Hung 68(1) 40 *
Haegi, Jean-Daniel 122,334(2) 122,334(2) *
Hai, Jung-Chang 416(1) 242 *
Han, Chang-Chuang 39,082(1) 22,798 *
Han, Ming-Te 164(1) 96 *
Ho, Cheng-Ling 138(1) 80 *
Ho, Ching-Chung 19,076(1) 11,128 *
Ho, Chu Jui-Chin 138(1) 80 *
Ho, Fu-Sen 5,304(1) 3,094 *
Ho, Huang-Pin 346(1) 202 *
Ho, Jung-Mao 206(1) 120 *
Ho, Li-Hung 346(1) 202 *
Ho, Mei-Shu 696(1) 406 *
Ho, Min- Shih 148,352(1) 86,538 *
Ho, Ming-Huang 500(1) 292 *
Ho, Pin-Ying 8,348(1) 4,870 *
Ho, Yuan-Kuang 586(1) 342 *
Hong Chien, Su-Feng 10,854(1) 6,332 *
Hong, Cheng-Fang 278(1) 162 *
Hong, Ching-Shan 16,436(1) 9,588 *
Hong, Shih-Hung 11,756(1) 6,858 *
Hong, Wen-San 4,868(1) 2,840 *
Hou , Kun- Yu 696(1) 406 *
Hou, Jan-Pu 16,698(1) 9,740 *
Hou, Rong-Huei 68(1) 40 *
Hou, Shtn-Mei 696(1) 406 *
Hou, Shu-Ping 258(1) 150 *
Hsaio, Li-Yu 346(1) 202 *
Hsiang, Hsuan-Hsuan 834(1) 486 *
</TABLE>
29
<PAGE> 31
<TABLE>
<CAPTION>
PERCENT
OF OUT-
NUMBER OF STANDING
SHARES NUMBER OF SHARES
BENEFICIALLY SHARES BEING TO BE OWNED
OWNED OFFERED BY UPON
PRIOR TO THE SELLING COMPLETION
NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING
--------------------------- ------------- ------------ -----------
<S> <C> <C> <C>
Hsiao, Chi-Chung 1,920(1) 1,120 *
Hsiao, Chih-Kuang 2,684(1) 1,566 *
HSIAO, Hsiu-Wen 258(1) 150 *
Hsiao, Jei-I 346(1) 202 *
Hsiao, Jung-Li 346(1) 202 *
Hsiao, Li-Ling 1,666(1) 972 *
Hsiao, Li-Wen 2,502(1) 1,460 *
Hsiao, Pin-Hung 1,390(1) 810 *
Hsiao, Sheno-Yang 1,042(1) 608 *
Hsiao, Yu-Chu 332(1) 194 *
Hsieh, An-Na 2,780(1) 1,622 *
Hsieh, Chia-Hung 68(1) 40 *
Hsieh, Chia-Ling 68(1) 40 *
Hsieh, Chi-Chang 346(1) 202 *
Hsieh, Chi-Mour 3,894(1) 2,272 *
Hsieh, Chun-Fu 346(1) 202 *
Hsieh, Chung-Hsin 3,634(1) 2,120 *
Hsieh, Hsin-Chuan 138(1) 80 *
Hsieh, Hsiu-Chuan 258(1) 150 *
Hsieh, Hsiu-Tuan 346(1) 202 *
Hsieh, Hsueh-Yuan 834(1) 486 *
Hsieh, Hsu-Ming 68(1) 40 *
Hsieh, Hui-Wen 696(1) 406 *
Hsieh, Hung-Ta 68(1) 40 *
Hsieh, Jen-Te 1,946(1) 1,136 *
Hsieh, Jui-Chiang 1,940(1) 1,132 *
Hsieh, Jui-Hsin 258(1) 150 *
Hsieh, Lee-Hsueh 416(1) 242 *
Hsieh, Tsuey-Chin 1,292(1) 754 *
Hsieh, Tsung-Ju 516(1) 302 *
Hsieh, Wan-Ju 764(1) 446 *
Hsieh, Yen-Feng 258(1) 150 *
Hsieh, Yen-Yu 258(1) 150 *
</TABLE>
30
<PAGE> 32
<TABLE>
<CAPTION>
PERCENT
OF OUT-
NUMBER OF STANDING
SHARES NUMBER OF SHARES
BENEFICIALLY SHARES BEING TO BE OWNED
OWNED OFFERED BY UPON
PRIOR TO THE SELLING COMPLETION
NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING
--------------------------- ------------- ------------ -----------
<S> <C> <C> <C>
Hsieh, Yi-Hsu 258(1) 150 *
Hsieh, Yu-Chen 138(1) 80 *
Hsiu Lien, Ho-Lin 78,298(1) 45,674 *
Hsiung, Te-Yuan 722(1) 422 *
Hsiung, Yung-Yin 40(1) 24 *
Hsu Huang, Fen-Tzu 346(1) 202 *
Hsu, A-Chao 386(1) 226 *
Hsu, Chang Yu-Mei 20,406(1) 11,904 *
Hsu, Chang-Kou 68(1) 40 *
Hsu, Chang-Min 346(1) 202 *
Hsu, Chao-Hsiung 5,564(1) 3,246 *
Hsu, Cheng-Nan 644(1) 376 *
Hsu, Cheng-Yu 138(1) 80 *
Hsu, Chien-Yuan 2,084(1) 1,216 *
Hsu, Chih-Neng 416(1) 242 *
Hsu, Ching-Shan 696(1) 406 *
Hsu, Chiung-Sheng 110(1) 64 *
Hsu, Chung-Jen 138(1) 80 *
Hsu, Chun-Huei 1,292(1) 754 *
Hsu, Fei-Chang 10,574(1) 6,168 *
Hsu, Feng Chiao-Mei 486(1) 284 *
Hsu, His-Mei 14,072(1) 8,208 *
Hsu, Ho Chin-Chen 10,092(1) 5,888 *
Hsu, Hsiao-Mei 3,998(1) 2,332 *
Hsu, Hsien-Min 834(1) 486 *
Hsu, Hsin-Fang 346(1) 202 *
Hsu, Hsiu-Chu 138(1) 80 *
Hsu, Hsiu-Wei 4,702(1) 2,742 *
Hsu, Hui-Yu 178(1) 104 *
Hsu, Hung-Kuang 680(1) 396 *
Hsu, Ing-Ling 834(1) 486 *
Hsu, Ju-Hui 696(1) 406 *
Hsu, Kuai-Fen 1,292(1) 754 *
</TABLE>
31
<PAGE> 33
<TABLE>
<CAPTION>
PERCENT
OF OUT-
NUMBER OF STANDING
SHARES NUMBER OF SHARES
BENEFICIALLY SHARES BEING TO BE OWNED
OWNED OFFERED BY UPON
PRIOR TO THE SELLING COMPLETION
NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING
--------------------------- ------------- ------------ -----------
<S> <C> <C> <C>
Hsu, Kuei-Fang 222(1) 130 *
Hsu, Kun 596(1) 348 *
Hsu, Kun-Shan 666(1) 388 *
Hsu, Kuo-Chen 644(1) 376 *
Hsu, Lung-Chuan 386(1) 226 *
Hsu, Mao-Sen 298(1) 174 *
Hsu, Mao-Sheng 6,720(1) 3,920 *
Hsu, Ming-Hsing 332(1) 194 *
Hsu, Pao-Pei 416(1) 242 *
Hsu, Pi-Fang 346(1) 202 *
Hsu, Po-Cheng 1,130(1) 660 *
Hsu, Po-Ching 1,738(1) 1,014 *
Hsu, Pon-Ming 138(1) 80 *
Hsu, Ron-Huei 3,234(1) 1,886 *
Hsu, Shih-Hsiung 3,088(1) 1,802 *
Hsu, Shu-Ju 138(1) 80 *
Hsu, Shyang-Ho 9,058(1) 5,284 *
Hsu, Sung-Chu 346(1) 202 *
Hsu, Su-Yu 206(1) 120 *
Hsu, Szu-Yun 3,234(1) 1,886 *
Hsu, Ta-Lu 486(1) 284 *
Hsu, Tien-Yi 1,592(1) 928 *
Hsu, Tsui-Ling 3,234(1) 1,886 *
Hsu, Tsun-Tzu 346(1) 202 *
Hsu, Wei-Chang 138(1) 80 *
Hsu, Wei-Lien 138(1) 80 *
Hsu, Wen-Chung 696(1) 406 *
Hsu, Yen-Chuan 1,292(1) 754 *
Hsu, Yen-Hua 70,226(1) 40,966 *
Hsu, Yeo-Jen 346(1) 202 *
Hsu, Yi-Hsin 24,134(1) 14,078 *
Hsu, Yueh-Shin 644(1) 376 *
Hsu, Yung-Lin 644(1) 376 *
</TABLE>
32
<PAGE> 34
<TABLE>
<CAPTION>
PERCENT
OF OUT-
NUMBER OF STANDING
SHARES NUMBER OF SHARES
BENEFICIALLY SHARES BEING TO BE OWNED
OWNED OFFERED BY UPON
PRIOR TO THE SELLING COMPLETION
NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING
--------------------------- ------------- ------------ -----------
<S> <C> <C> <C>
Hsu, Yu-Wei 3,234(1) 1,886 *
Hsuch, Hui-Che 346(1) 202 *
Hu, Chin-Fen 346(1) 202 *
Hu, I-Hsin 68(1) 40 *
Hu, Jih-Hsiang 68(1) 40 *
Hu, Man-Chun 346(1) 202 *
Hu, Nai-Yun 644(1) 376 *
Hu, Tsai-Chiang 2,084(1) 1,216 *
Hu, Wei-Hu 1,940(1) 1,132 *
Hu, Yu-Chen 924(1) 540 *
Huang Tung, Chi-Hsin 696(1) 406 *
Huang Chen, Shui-Lien 416(1) 242 *
Huang, An-Ni 1,390(1) 810 *
Huang, C.F 346(1) 202 *
Huang, Chang-Chih 68(1) 40 *
Huang, Chen-Yueh 3,172(1) 1,850 *
Huang, Chien-Jung 128(1) 74 *
Huang, Chin-Chih 696(1) 406 *
Huang, Ching-Chiang 696(1) 406 *
Huang, Ching-Huang 834(1) 486 *
Huang, Ching-Lien 346(1) 202 *
Huang, Ching-Ling 206(1) 120 *
Huang, Ching-Sen 8,000(1) 4,666 *
Huang, Chiung-Hui 556(1) 324 *
Huang, Chiu-Yun 834(1) 486 *
Huang, Chu-Chen 164(1) 96 *
Huang, Chun-Cheng 2,294(1) 1,338 *
Huang, Chun-Hsieh 138(1) 80 *
Huang, Chun-Jung 68(1) 40 *
Huang, Hai-Yun 696(1) 406 *
Huang, His 696(1) 406 *
Huang, Hsin-Yin 68(1) 40 *
Huang, Hsiu-Hui 332(1) 194 *
</TABLE>
33
<PAGE> 35
<TABLE>
<CAPTION>
PERCENT
OF OUT-
NUMBER OF STANDING
SHARES NUMBER OF SHARES
BENEFICIALLY SHARES BEING TO BE OWNED
OWNED OFFERED BY UPON
PRIOR TO THE SELLING COMPLETION
NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING
--------------------------- ------------- ------------ -----------
<S> <C> <C> <C>
Huang, Huei-Hung 346(1) 202 *
Huang, Hui-Lan 1,668(1) 974 *
Huang, I-Cheng 1,184(1) 690 *
Huang, Jean 2,588(1) 1,510 *
Huang, Jen-Tsung 1,794(1) 1,046 *
Huang, Jian-Wen 644(1) 376 *
Huang, John 258(1) 150 *
Huang, Jung-Nan 696(1) 406 *
Huang, King-Cheng 7,440(1) 4,340 *
Huang, Ko-Wei 138(1) 80 *
Huang, Kuei-Hsin 974(1) 568 *
Huang, Kuo-Hao 486(1) 284 *
Huang, Li-Na 696(1) 406 *
Huang, Ling-Hsien 62(1) 36 *
Huang, Mei-Er 1,530(1) 892 *
Huang, Mei-Hui 206(1) 120 *
Huang, Mei-Lin 346(1) 202 *
Huang, Ming-Kun 346(1) 202 *
Huang, Ming-Ren 346(1) 202 *
Huang, Pai-Han 278(1) 162 *
Huang, Ping-Kun 1,034(1) 604 *
Huang, Sheng-Feng 644(1) 376 *
Huang, Shih-Chen 834(1) 486 *
Huang, Shih-Ming 346(1) 202 *
Huang, Shin-Chi 128(1) 74 *
Huang, Shu-Chen 346(1) 202 *
Huang, Shu-Ping 138(1) 80 *
Huang, Shu-Ting 96(1) 56 *
Huang, Tai-Fu 40(1) 24 *
Huang, Tau-Hui 346(1) 202 *
Huang, Wei-Meng 346(1) 202 *
Huang, Wei-Ping 1,042(1) 608 *
Huang, Wen-Hsiang 1,668(1) 974 *
</TABLE>
34
<PAGE> 36
<TABLE>
<CAPTION>
PERCENT
OF OUT-
NUMBER OF STANDING
SHARES NUMBER OF SHARES
BENEFICIALLY SHARES BEING TO BE OWNED
OWNED OFFERED BY UPON
PRIOR TO THE SELLING COMPLETION
NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING
--------------------------- ------------- ------------ -----------
<S> <C> <C> <C>
Huang, Wing-Shang 644(1) 376 *
Huang, Yuan 2,588(1) 1,510 *
Huang, Yu-Chih 1,752(1) 1,022 *
Huang, Yu-Hsing 1,530(1) 892 *
Huang, Yu-Hwa 696(1) 406 *
Huang, Yu-Kuang 138(1) 80 *
Huang, Yu-Lan 1,292(1) 754 *
Huang, Yun-Ni 1,252(1) 730 *
Hung, Chao-Chieh 68(1) 40 *
Hung, Hsieh Tsui-Tai 19,200(1) 11,200 *
Hung, Kuo-Sheng 346(1) 202 *
Hung, Li-Chiang 278(1) 162 *
Hung, Lien-Tung 292(1) 170 *
Hung, Li-Feng 68(1) 40 *
Hung, Man-Ping 138(1) 80 *
Hung, Mei-Feng 696(1) 406 *
Hung, Shih-Yau 9,138(1) 5,330 *
Hung, Shu-Ying 278(1) 162 *
Hung, Te-Yao 164(1) 96 *
Hung, Tsui-Erh 206(1) 120 *
Hung, Wen-Yao 24,174(1) 14,102 *
Hwang, Jmg-Tjoan 6,470(1) 3,774 *
Hwang, Shyh-Jye 2,440(1) 1,424 *
Industrial Technology
Investment Corp. 94,276(1) 54,994 *
Iou, Huei-Lin 138(1) 80 *
Jan, Chu Mei-Hsiu 3,130(1) 1,826 *
Jan, Min-Foo 1,042(1) 608 *
Jan, Ming-Lieh 3,268(1) 1,906 *
Jan, Pei-Lin 1,738(1) 1,014 *
Jan, Ruei-Ling 250(1) 146 *
Jen, Shu-Fang 500(1) 292 *
Jeng, Chao-Kang 68(1) 40 *
Jong, Johnson 206(1) 120 *
</TABLE>
35
<PAGE> 37
<TABLE>
<CAPTION>
PERCENT
OF OUT-
NUMBER OF STANDING
SHARES NUMBER OF SHARES
BENEFICIALLY SHARES BEING TO BE OWNED
OWNED OFFERED BY UPON
PRIOR TO THE SELLING COMPLETION
NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING
--------------------------- ------------- ------------ -----------
<S> <C> <C> <C>
Juang, Bih-Yun 1,390(1) 810 *
Juang, Chung-Ping 4,660(1) 2,718 *
Kang, Hsien-Kuang 1,292(1) 754 *
Kang, Jen-Tai 696(1) 406 *
Kang, Kuang-Chen 644(1) 376 *
Kang, Shu-Fen 1,292(1) 754 *
Kao, Fu-Jen 298(1) 174 *
Kao, Hui-Wen 138(1) 80 *
Kao, I-Ching 1,042(1) 608 *
Kao, Mei-Hua 1,516(1) 884 *
Kao, Mei-Yuan 346(1) 202 *
Kao, Meng-Tzu 346(1) 202 *
Kao, Ming-Chia 138(1) 80 *
Kao, Ming-Huei 128(1) 74 *
Kao, Seng-Long 582(1) 340 *
Kao, Tzu-Cheng 696(1) 406 *
Kao, Yen-Pin 346(1) 202 *
Ko, Hsin-Yi 198(1) 116 *
Ko, Hui-Ching 68(1) 40 *
Ko, Jui-Ho 1,940(1) 1,132 *
Ko, Jui-Ying 1,252(1) 730 *
Ko, Wen-Ching 1,940(1) 1,132 *
Kou, Hung-Yu 696(1) 406 *
Ku, Chang-Tung 2,670(1) 1,558 *
Ku, Jui-Hua 164(1) 96 *
Ku, Pu-Sheng 500(1) 292 *
Ku, Yu-Chi 644(1) 376 *
Kuan Yuan Paper Mfg., Co., Ltd. 51,446(1) 30,010 *
Kuan, Ming-Che 1,292(1) 754 *
Kuan, Pei-Chi 1,320(1) 770 *
Kung, Chun-Ying 23,982(1) 13,990 *
Kung, Hai-Tung 2,400(1) 1,400 *
Kung, Ling-Ying 542(1) 316 *
</TABLE>
36
<PAGE> 38
<TABLE>
<CAPTION>
PERCENT
OF OUT-
NUMBER OF STANDING
SHARES NUMBER OF SHARES
BENEFICIALLY SHARES BEING TO BE OWNED
OWNED OFFERED BY UPON
PRIOR TO THE SELLING COMPLETION
NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING
--------------------------- ------------- ------------ -----------
<S> <C> <C> <C>
Kung, Lu Fan-Chih 736(1) 430 *
Kung, Ta-Kun 1,238(1) 722 *
Kung, Yu-Ying 1,584(1) 924 *
Kuo, Ai-Mei 138(1) 80 *
Kuo, Chien-Li 6,504(1) 3,794 *
Kuo, Chun-Hsiang 1,162(1) 678 *
Kuo, Hsian-Hun 138(1) 80 *
Kuo, Huan-Ho 68(1) 40 *
Kuo, Hui-Chen 806(1) 470 *
Kuo, Kuan-Shou 1,042(1) 608 *
Kuo, Leng-Ying 258(1) 150 *
Kuo, Su-Fen 1,062(1) 620 *
Kuo, Tsung-Lin 346(1) 202 *
Kuo, Yu-Hung 2,328(1) 1,358 *
Kuo, Yu-Ping 346(1) 202 *
Lai, Chen Pi-Chuan 346(1) 202 *
Lai, Cheng-Piao 644(1) 376 *
Lai, Chien-Hsin 644(1) 376 *
Lai, Chi-Hsuem 58(1) 34 *
Lai, Chiu-Wa 386(1) 226 *
Lai, Hsing-Hua 644(1) 376 *
Lai, Huei-Man 736(1) 430 *
Lai, Hui-Li 346(1) 202 *
Lai, Hung-Kang 696(1) 406 *
Lai, Jiann-Hua 388(1) 226 *
Lai, Mei-Yun 258(1) 150 *
Lai, Sheng-Ching 2,434(1) 1,420 *
Lai, Shu-Chen 128(1) 74 *
Lai, Szu-Yu 138(1) 80 *
Lai, Tai-Feng 258(1) 150 *
Lai, Yi-Ling 346(1) 202 *
Lai, Ying-Liang 206(1) 120 *
Lai, Yi-Tang 644(1) 376 *
</TABLE>
37
<PAGE> 39
<TABLE>
<CAPTION>
PERCENT
OF OUT-
NUMBER OF STANDING
SHARES NUMBER OF SHARES
BENEFICIALLY SHARES BEING TO BE OWNED
OWNED OFFERED BY UPON
PRIOR TO THE SELLING COMPLETION
NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING
--------------------------- ------------- ------------ -----------
<S> <C> <C> <C>
Lai, Yun-Wei 346(1) 202 *
Lam, Chai-Pong 3,476(1) 2,028 *
Lan, Chien-Lin 1,292(1) 754 *
Lan, Hu Hsiu-Pi 10,772(1) 6,284 *
Lan, Mei-Chin 4,298(1) 2,508 *
Lan, Mei-Hsing 7,762(1) 4,528 *
Lan, Ming-Hui 1,710(1) 998 *
Lan, Sheng-Chin 1,292(1) 754 *
Lan, Sheng-Hou 71,372(1) 41,634 *
Lan, Wen-Chun 1,292(1) 754 *
Lan, Yi-Jung 1,292(1) 754 *
Lan, Yu-Pin 332(1) 194 *
Lee Kung, Mei-Li 696(1) 406 *
Lee Chiung, Su-Mei 1,390(1) 810 *
Lee, An-Nan 68(1) 40 *
Lee, Bei Hsiu-Lien 10,268(1) 5,990 *
Lee, Bichin 2,572(1) 1,500 *
Lee, Chang-Ming 1,292(1) 754 *
Lee, Chao-Chin 6,740(1) 3,932 *
Lee, Chein-Jen 874(1) 510 *
Lee, Cheng-Yi 902(1) 526 *
Lee, Chieh-Mao 696(1) 406 *
Lee, Chieh-Yu 346(1) 202 *
Lee, Chien-Chung 346(1) 202 *
Lee, Chien-Sheng 332(1) 194 *
Lee, Chien-Ying 1,494(1) 872 *
Lee, Chih-Kang 138(1) 80 *
Lee, Chin-An 332(1) 194 *
Lee, Chin-Fen 178(1) 104 *
Lee, Ching-Wen 696(1) 406 *
Lee, Chin-Hung 298(1) 174 *
Lee, Chin-Shan 12,244(1) 7,142 *
Lee, Chiu-Feng 644(1) 376 *
</TABLE>
38
<PAGE> 40
<TABLE>
<CAPTION>
PERCENT
OF OUT-
NUMBER OF STANDING
SHARES NUMBER OF SHARES
BENEFICIALLY SHARES BEING TO BE OWNED
OWNED OFFERED BY UPON
PRIOR TO THE SELLING COMPLETION
NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING
--------------------------- ------------- ------------ -----------
<S> <C> <C> <C>
Lee, Chiung-Ju 1,752(1) 1,022 *
Lee, Chu-Men 164(1) 96 *
Lee, Chung-Jen 11,088(1) 6,468 *
Lee, Chung-Kai 346(1) 202 *
Lee, Chun-Hsiu 736(1) 430 *
Lee, Chun-Jung 736(1) 430 *
Lee, Chun-Po 68(1) 40 *
Lee, Chun-Sheng 11,020(1) 6,428 *
Lee, Chun-Tao 770(1) 450 *
Lee, Dan Chang 76(1) 44 *
Lee, His-Chien 590(1) 344 *
Lee, Hsiang 1,390(1) 810 *
Lee, Hsiao Shu-Hui 834(1) 486 *
Lee, Hsing-Chih 1,738(1) 1,014 *
Lee, Hsiu-Feng 1,592(1) 928 *
Lee, Ju-Chi 696(1) 406 *
Lee, Jung-Hua 88(1) 52 *
Lee, Jung-Kuang 908(1) 530 *
Lee, Jung-Tsung 946(1) 552 *
Lee, Jung-Yu 2,780(1) 1,622 *
Lee, Kai-Jung 696(1) 406 *
Lee, Kai-Wei 416(1) 242 *
Lee, Kuang-Hua 1,112(1) 648 *
Lee, Kuo-Cheng 69,702(1) 40,660 *
Lee, Kuo-Sheng 3,706(1) 2,162 *
Lee, Kuwg-Hua 774(1) 452 *
Lee, Li-Chun 346(1) 202 *
Lee, Lin Sue-Chiou 19,540(1) 11,398 *
Lee, Ming-Tien 68(1) 40 *
Lee, Pao-Chiao 138(1) 80 *
Lee, Pei-Ling 1,390(1) 810 *
Lee, Pin-Hui 96(1) 56 *
Lee, Pi-Ying 644(1) 376 *
</TABLE>
39
<PAGE> 41
<TABLE>
<CAPTION>
PERCENT
OF OUT-
NUMBER OF STANDING
SHARES NUMBER OF SHARES
BENEFICIALLY SHARES BEING TO BE OWNED
OWNED OFFERED BY UPON
PRIOR TO THE SELLING COMPLETION
NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING
--------------------------- ------------- ------------ -----------
<S> <C> <C> <C>
Lee, Ren-Jir 644(1) 376 *
Lee, Rose 48(1) 28 *
Lee, Sen-Hung 666(1) 388 *
Lee, Sha-Ching 11,646(1) 6,794 *
Lee, Sheng-Yang 346(1) 202 *
Lee, Shih-Huei 19,002(1) 11,084 *
Lee, Shu-Hua 30,536(1) 17,812 *
Lee, Shun-Chen 4,282(1) 2,498 *
Lee, Sweet 446(1) 260 *
Lee, Ti-Kuang 834(1) 486 *
Lee, Tung-Ping 88,926(1) 51,874 *
Lee, Wang-Chih 88(1) 52 *
Lee, Wei-Herng 500(1) 292 *
Lee, Wen-Chang 696(1) 406 *
Lee, Wendy Janithan 346(1) 202 *
Lee, Wen-Fang 696(1) 406 *
Lee, Wen-Hui 644(1) 376 *
Lee, Yang-Chun 346(1) 202 *
Lee, Yuan-Jui 250(1) 146 *
Lee, Yuan-Lang 250(1) 146 *
Lee, Yu-Chun 834(1) 486 *
Lee, Yun-Chang 834(1) 486 *
Leng, Jack 666(1) 388 *
Li, Chin-Cheng 696(1) 406 *
Li, Hsiao-Wen 346(1) 202 *
Li, Hsiu-Mei 644(1) 376 *
Li, Hsueh-Ching 960(1) 560 *
Li, Huey-Ju 138(1) 80 *
Li, Hung-Jen 18,076(1) 10,544 *
Li, Li-Chu 386(1) 226 *
Li, Li-Chuan 138(1) 80 *
Li, Lie-Me 278(1) 162 *
Li, Ling-Hsing 264(1) 154 *
</TABLE>
40
<PAGE> 42
<TABLE>
<CAPTION>
PERCENT
OF OUT-
NUMBER OF STANDING
SHARES NUMBER OF SHARES
BENEFICIALLY SHARES BEING TO BE OWNED
OWNED OFFERED BY UPON
PRIOR TO THE SELLING COMPLETION
NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING
--------------------------- ------------- ------------ -----------
<S> <C> <C> <C>
Li, Tsun-Ying 3,752(1) 2,188 *
Li, Wen-Pen 346(1) 202 *
Lian, Tian-Hua 1,390(1) 810 *
Liang, Chia-Wei 88(1) 52 *
Liang, Dai-Hong 696(1) 406 *
Liang, Hsiu-Luan 346(1) 202 *
Liang, Hsiu-Yu 138(1) 80 *
Liang, Jan Tsai-Yu 1,042(1) 608 *
Liang, Shu-Hui 346(1) 202 *
Liang, Yu-Sheng 696(1) 406 *
Liao Sun, Chia-Tzu 1,940(1) 1,132 *
Liao, Chia-Chun 138(1) 80 *
Liao, Chih-Teng 834(1) 486 *
Liao, Chin-Yi 68(1) 40 *
Liao, Chun-Hsiang 696(1) 406 *
Liao, Feng-I 68(1) 40 *
Liao, Hsiu-Chu 68(1) 40 *
Liao, Hsu-Mei 696(1) 406 *
Liao, Mei-Heng 332(1) 194 *
Liao, Shu-Fen 206(1) 120 *
Liao, Wen-Ming 834(1) 486 *
Liao, Yu-Chu 644(1) 376 *
Liao, Yueh-Nu 416(1) 242 *
Liao, Yung-Hsing 834(1) 486 *
Liaw, Huoo-Ku 696(1) 406 *
Lie, Fang-I 68(1) 40 *
Lii, Jainn-Hwa 596(1) 348 *
Lin Chen, Su-E 416(1) 242 *
Lin Chung, Yuen-Chuan 480(1) 280 *
Lin, A-Kvei 346(1) 202 *
Lin, Angela 346(1) 202 *
Lin, Che-Cheng 696(1) 406 *
Lin, Chen Su-Yun 644(1) 376 *
</TABLE>
41
<PAGE> 43
<TABLE>
<CAPTION>
PERCENT
OF OUT-
NUMBER OF STANDING
SHARES NUMBER OF SHARES
BENEFICIALLY SHARES BEING TO BE OWNED
OWNED OFFERED BY UPON
PRIOR TO THE SELLING COMPLETION
NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING
--------------------------- ------------- ------------ -----------
<S> <C> <C> <C>
Lin, Cheng-Cheng 644(1) 376 *
Lin, Chen-Yi 68(1) 40 *
Lin, Chia-Chin 3,880(1) 2,264 *
Lin, Chia-Ying 68(1) 40 *
Lin, Chien-Hung 556(1) 324 *
Lin, Chien-Lu 22,608(1) 13,188 *
Lin, Chih-Chieh 40(1) 24 *
Lin, Chih-Lung 2,156(1) 1,258 *
Lin, Chin-Cheng 1,112(1) 648 *
Lin, Ching-Chun 346(1) 202 *
Lin, Ching-Yuan 206(1) 120 *
Lin, Chin-Hao 1,502(1) 876 *
Lin, Chiu-Chen 278(1) 162 *
Lin, Chiu-Tang 40(1) 24 *
Lin, Chuan-Han 62(1) 36 *
Lin, Chung-Miao 696(1) 406 *
Lin, Chun-Hsiu 834(1) 486 *
Lin, Chun-Hung 644(1) 376 *
Lin, Chun-Po 138(1) 80 *
Lin, Heh-Shyong 21,568(1) 12,582 *
Lin, Ho Chin-Yen 1,292(1) 754 *
Lin, Hsiang-Chun 13,368(1) 7,798 *
Lin, Hsien-Chun 638(1) 372 *
Lin, Hsing-Pu 144(1) 84 *
Lin, Hsiu-Jung 2,168(1) 1,264 *
Lin, Hsu Mei-Hsia 624(1) 364 *
Lin, Huei-Men 36,570(1) 21,332 *
Lin, Hui-Hsueh 812(1) 474 *
Lin, Hui-Ju 902(1) 526 *
Lin, Hui-Ming 928(1) 542 *
Lin, I-Hsiu 1,292(1) 754 *
Lin, I-Hung 278(1) 162 *
Lin, In-Jen 346(1) 202 *
</TABLE>
42
<PAGE> 44
<TABLE>
<CAPTION>
PERCENT
OF OUT-
NUMBER OF STANDING
SHARES NUMBER OF SHARES
BENEFICIALLY SHARES BEING TO BE OWNED
OWNED OFFERED BY UPON
PRIOR TO THE SELLING COMPLETION
NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING
--------------------------- ------------- ------------ -----------
<S> <C> <C> <C>
Lin, Jenn-Rong 206(1) 120 *
Lin, Jia-Feng 138(1) 80 *
Lin, Jian-Ta 834(1) 486 *
Lin, Jong-Hsin 542(1) 316 *
Lin, Juei-Hua 11,890(1) 6,936 *
Lin, Jui-Chu 118(1) 68 *
Lin, Jui-Hsiang 68(1) 40 *
Lin, Jui-Min 834(1) 486 *
Lin, Jui-Pin 138(1) 80 *
Lin, Jyh-Chung 644(1) 376 *
Lin, Kung-Hsing 696(1) 406 *
Lin, Kuo-Shian 1,042(1) 608 *
Lin, Li-Chuan 2,698(1) 1,574 *
Lin, Li-Hsiung 138(1) 80 *
Lin, Li-Hua 1,034(1) 604 *
Lin, Lin Pi-Yun 2,002(1) 1,168 *
Lin, Lin-Chi 48(1) 28 *
Lin, Li-Yun 278(1) 162 *
Lin, Mao-Chin 834(1) 486 *
Lin, Mao-Yuan 1,000(1) 584 *
Lin, Mei-Ching 4,258(1) 2,484 *
Lin, Mei-Chung 186(1) 108 *
Lin, Mei-Ying 1,432(1) 836 *
Lin, Ming-Hui 68(1) 40 *
Lin, Min-Yi 516(1) 302 *
Lin, Mu-Chuan 924(1) 540 *
Lin, Pei-Ching 514(1) 300 *
Lin, Pei-Chun 582(1) 340 *
Lin, Pei-Chung 278(1) 162 *
Lin, Pei-Ling 346(1) 202 *
Lin, Pei-Yin 1,738(1) 1,014 *
Lin, Pi-Li 298(1) 174 *
Lin, Pi-Lien 1,598(1) 932 *
</TABLE>
43
<PAGE> 45
<TABLE>
<CAPTION>
PERCENT
OF OUT-
NUMBER OF STANDING
SHARES NUMBER OF SHARES
BENEFICIALLY SHARES BEING TO BE OWNED
OWNED OFFERED BY UPON
PRIOR TO THE SELLING COMPLETION
NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING
--------------------------- ------------- ------------ -----------
<S> <C> <C> <C>
Lin, Reng-Jeng 346(1) 202 *
Lin, San-Neng 6,956(1) 4,058 *
Lin, Shan-Tyan 6,956(1) 4,058 *
Lin, Sheng-Yang 258(1) 150 *
Lin, Shiann-Tarng 346(1) 202 *
Lin, Shih-Chang 696(1) 406 *
Lin, Shih-Cheng 2,420(1) 1,412 *
Lin, Shih-Chieh 1,292(1) 754 *
Lin, Shih-Hsien 644(1) 376 *
Lin, Shiow-Tz 128(1) 74 *
Lin, Shu-Chen 68(1) 40 *
Lin, Shu-Ling 138(1) 80 *
Lin, Siu-Jung 346(1) 202 *
Lin, Song-Fure 97,082(1) 56,632 *
Lin, Ta-Yu 346(1) 202 *
Lin, Ta-Yung 722(1) 422 *
Lin, Ting-Yu 138(1) 80 *
Lin, Tsu-Chiang 4,828(1) 2,816 *
Lin, Tsun-Lun 722(1) 422 *
Lin, Tung-Feng 416(1) 242 *
Lin, Tu-Wang 62(1) 36 *
Lin, Tzu-Yuan 486(1) 284 *
Lin, Wan-Chun 9,378(1) 5,470 *
Lin, Wan-Kuo 12,076(1) 7,044 *
Lin, Wan-Yu 542(1) 316 *
Lin, Wei-Che 696(1) 406 *
Lin, Wei-Chih 696(1) 406 *
Lin, Wen-Chen 556(1) 324 *
Lin, Wen-Chin 1,014(1) 592 *
Lin, Wen-Hwa 346(1) 202 *
Lin, Wen-Shan 1,292(1) 754 *
Lin, Wu-Hsiung 68(1) 40 *
Lin, Ya-Hui 3,444(1) 2,010 *
</TABLE>
44
<PAGE> 46
<TABLE>
<CAPTION>
PERCENT
OF OUT-
NUMBER OF STANDING
SHARES NUMBER OF SHARES
BENEFICIALLY SHARES BEING TO BE OWNED
OWNED OFFERED BY UPON
PRIOR TO THE SELLING COMPLETION
NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING
--------------------------- ------------- ------------ -----------
<S> <C> <C> <C>
Lin, Ya-Hui 68(1) 40 *
Lin, Yeh-Shan 164(1) 96 *
Lin, Yen-Chen 13,368(1) 7,798 *
Lin, Yi-Hsiung 1,000(1) 584 *
Lin, Yin-Chi 1,042(1) 608 *
Lin, Yuan-Charn 19,050(1) 11,112 *
Lin, Yu-Cheng 1,502(1) 876 *
Lin, Yu-Chuan 68(1) 40 *
Lin, Yu-Chun 1,432(1) 836 *
Lin, Yueh 696(1) 406 *
Lin, Yueh-Chen 416(1) 242 *
Lin, Yueh-Chih 644(1) 376 *
Lin, Yueh-Nu 664(1) 388 *
Lin, Yuh-Shin 206(1) 120 *
Lin, Yu-Kui 696(1) 406 *
Lin, Yu-Ming 6,596(1) 3,848 *
Lin, Yung-Chieh 696(1) 406 *
Lin, Yung-Hao 346(1) 202 *
Lin, Yung-Hsueh 1,084(1) 632 *
Lin, Yu-Ping 1,546(1) 902 *
Lin, Yu-Ya 1,292(1) 754 *
Lin, Zu-Tung 346(1) 202 *
Ling, Su-Lien 164(1) 96 *
Liu, Chang-Ming 480(1) 280 *
Liu, Cheng-Lih 33,188(1) 19,360 *
Liu, Chia-Wei 346(1) 202 *
Liu, Chi-Chun 346(1) 202 *
Liu, Chien-Chih 2,502(1) 1,460 *
Liu, Chi-Lung 346(1) 202 *
Liu, Chiu-Yun 346(1) 202 *
Liu, Chuan-Chieh 138(1) 80 *
Liu, Chun Chen 1,292(1) 754 *
Liu, Chung-Ho 3,234(1) 1,886 *
</TABLE>
45
<PAGE> 47
<TABLE>
<CAPTION>
PERCENT
OF OUT-
NUMBER OF STANDING
SHARES NUMBER OF SHARES
BENEFICIALLY SHARES BEING TO BE OWNED
OWNED OFFERED BY UPON
PRIOR TO THE SELLING COMPLETION
NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING
--------------------------- ------------- ------------ -----------
<S> <C> <C> <C>
Liu, Chung-Jen 1,292(1) 754 *
Liu, Chun-Han 764(1) 446 *
Liu, Chun-Lin 416(1) 242 *
Liu, Dean 68(1) 40 *
Liu, Hsien-Lung 2,084(1) 1,216 *
Liu, Hsiu-Lien 2,084(1) 1,216 *
Liu, Hui-Pei 62(1) 36 *
Liu, Jui-Fang 346(1) 202 *
Liu, Li-Chen 130(1) 76 *
Liu, Lin-Chien 258(1) 150 *
Liu, Lun-Hua 346(1) 202 *
Liu, Mao-Hsiung 19,412(1) 11,324 *
Liu, Mei-Chih 644(1) 376 *
Liu, Mei-Miao 346(1) 202 *
Liu, Mei-Ying 2,588(1) 1,510 *
Liu, Meng-Ling 128(1) 74 *
Liu, Ming-Long 4,158(1) 2,426 *
Liu, Nacy 644(1) 376 *
Liu, O Chiu-Yei 416(1) 242 *
Liu, Peng Chiu-Yueh 250(1) 146 *
Liu, Pi-Fen 834(1) 486 *
Liu, Pi-Hsiang 1,668(1) 974 *
Liu, Shen-Yuan 1,390(1) 810 *
Liu, Shih-Hsian 346(1) 202 *
Liu, Shu-Chen 168(1) 98 *
Liu, Shu-Chen 68(1) 40 *
Liu, Tai-Sheng 644(1) 376 *
Liu, Tony (Liu, Chin-Chieh) 68(1) 40 *
Liu, Wei-Chen 88(1) 52 *
Liu, Wei-Chih 346(1) 202 *
Liu, Wen-Cheng 4,522(1) 2,638 *
Liu, Weng-Hsing 834(1) 486 *
Liu, Wen-Lung 206(1) 120 *
</TABLE>
46
<PAGE> 48
<TABLE>
<CAPTION>
PERCENT
OF OUT-
NUMBER OF STANDING
SHARES NUMBER OF SHARES
BENEFICIALLY SHARES BEING TO BE OWNED
OWNED OFFERED BY UPON
PRIOR TO THE SELLING COMPLETION
NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING
--------------------------- ------------- ------------ -----------
<S> <C> <C> <C>
Liu, Wen-Sheng 1,668(1) 974 *
Liu, Yen-Cheng 346(1) 202 *
Liu, Yi-Chun 346(1) 202 *
Liu, Yi-Hsing 416(1) 242 *
Liu, Yi-Jen 13,690(1) 7,986 *
Liu, Yi-Shan 14,468(1) 8,440 *
Liu, Yu-Lan 1,592(1) 928 *
Liu, Yun-Yu 980(1) 572 *
Liu, Yu-Yang 128(1) 74 *
Lo, Chao-Chun 3,338(1) 1,948 *
Lo, Ching-Chuan 6,956(1) 4,058 *
Lo, Mei-Hui 68(1) 40 *
Lo, Shu-Chen 41,996(1) 24,498 *
Lo, Shui-Ming 346(1) 202 *
Lo, Shu-Ping 696(1) 406 *
Lo, Wei-Lang 96(1) 56 *
Lou, Te-Fang 644(1) 376 *
Lu Chen, Chui-Luan 2,502(1) 1,460 *
Lu, Ai-Lien 696(1) 406 *
Lu, Chin-I 258(1) 150 *
Lu, Chin-Lan 82(1) 48 *
Lu, Chuen-Shiang 1,062(1) 620 *
Lu, Chun-Kuei 874(1) 510 *
Lu, Fang-Yao 3,476(1) 2,028 *
Lu, Hsuen-Jung 250(1) 146 *
Lu, Huang Hui 1,418(1) 828 *
Lu, Jui-Ping 258(1) 150 *
Lu, Kuei-Lan 1,042(1) 608 *
Lu, Liao Kuo 346(1) 202 *
Lu, Li-Kuan 480(1) 280 *
Lu, Mao-Chang 13,220(1) 7,712 *
Lu, Mei-Hui 298(1) 174 *
Lu, Mei-Hui 516(1) 302 *
</TABLE>
47
<PAGE> 49
<TABLE>
<CAPTION>
PERCENT
OF OUT-
NUMBER OF STANDING
SHARES NUMBER OF SHARES
BENEFICIALLY SHARES BEING TO BE OWNED
OWNED OFFERED BY UPON
PRIOR TO THE SELLING COMPLETION
NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING
--------------------------- ------------- ------------ -----------
<S> <C> <C> <C>
Lu, Pao-Ching 11,002(1) 6,418 *
Lu, Po-Min 1,710(1) 998 *
Lu, Roey-Jong 130(1) 76 *
Lu, Shan-Sheng 1,292(1) 754 *
Lu, Te-Hsing 1,252(1) 730 *
Lu, Tzu-Min 458(1) 268 *
Lu, Wan-Chen 346(1) 202 *
Lu, Wen-Yeh 2,588(1) 1,510 *
Lu, Yu-Yen 164(1) 96 *
Lue, Pao-Ju 416(1) 242 *
Lung, Sheng-Chieh 644(1) 376 *
Lung, Shu-Hua 68(1) 40 *
Luo, Der-Fwu 1,292(1) 754 *
Luo, Shwu-Yuen 128(1) 74 *
Lyne, Chien-Hsing 138(1) 80 *
Ma, Mei-Chu 696(1) 406 *
Ma, Pao-Ping 138(1) 80 *
Ma, Shu-Fang 206(1) 120 *
Mai, Hsiao-Ping 696(1) 406 *
Mao, Che-Min 346(1) 202 *
Mei, Jui-Fen 1,292(1) 754 *
Moh, Huey-Meei 516(1) 302 *
Ni, Li-Fen 416(1) 242 *
Nieh, Chin-Chen 38(1) 22 *
Optical Crossing, Inc. 81,494(4) 81,494 *
Ou, Yeh-Chau 2,502(1) 1,460 *
Pacrim Investing &
Developing Co., Ltd. 89,328(1) 52,108 *
Pai, Jia-Shen 644(1) 376 *
Pai, Yao-Chia 1,390(1) 810 *
Pan, Ching-Ping 346(1) 202 *
Pan, Chun-Chang 1,042(1) 608 *
Pan, Chun-Liang 3,476(1) 2,028 *
Pan, Fong-Hwang 3,868(1) 2,256 *
</TABLE>
48
<PAGE> 50
<TABLE>
<CAPTION>
PERCENT
OF OUT-
NUMBER OF STANDING
SHARES NUMBER OF SHARES
BENEFICIALLY SHARES BEING TO BE OWNED
OWNED OFFERED BY UPON
PRIOR TO THE SELLING COMPLETION
NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING
--------------------------- ------------- ------------ -----------
<S> <C> <C> <C>
Pan, Tung-Tai 68(1) 40 *
Pan, Wu-Chou 138(1) 80 *
Pao, Chung-Ping 5,258(1) 3,068 *
Pei, Hui-Fang 65,928(1) 38,458 *
Pen, Yun Fang 346(1) 202 *
Peng, Ai-Ling 500(1) 292 *
Peng, Chih-Hung 644(1) 376 *
Peng, Chih-Ling 5,914(1) 3,450 *
Peng, Chih-Yung 206(1) 120 *
Peng, Hsiu-Chun 1,244(1) 726 *
Peng, Kun-Hsiang 346(1) 202 *
Peng, Li-Wen 1,042(1) 608 *
Peng, Pi-Ling 138(1) 80 *
Peng, Wen-Hsin 62(1) 36 *
Peng, Wen-Hsin 2,496(1) 1,456 *
Pin, Su-Yu 346(1) 202 *
Pu, Hsiao-Chuan 966(1) 564 *
Pu, Shu-Sheng 346(1) 202 *
RedC Optical Networks, Inc. 150,000(5) 150,000 *
Shang, Chih-Kung 834(1) 486 *
Shang, Yi-Feng 696(1) 406 *
Shau, Ming-Ling 696(1) 406 *
Sheen, Mei-Shiang 346(1) 202 *
Shen, Hsin-Chen 346(1) 202 *
Shen, Hsiu-Ching 50,844(1) 29,660 *
Shen, Jin-Hua 1,584(1) 924 *
Shen, Kwang-Nan 206(1) 120 *
Shen, Shu-Mei 696(1) 406 *
Sher, Ding-Shyan 206(1) 120 *
Shiao, Feng-Cheng 1,390(1) 810 *
Shih, Che-Jan 346(1) 202 *
Shih, Chen-Yu 1,314(1) 766 *
Shih, Hsiu-Ling 182(1) 106 *
</TABLE>
49
<PAGE> 51
<TABLE>
<CAPTION>
PERCENT
OF OUT-
NUMBER OF STANDING
SHARES NUMBER OF SHARES
BENEFICIALLY SHARES BEING TO BE OWNED
OWNED OFFERED BY UPON
PRIOR TO THE SELLING COMPLETION
NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING
--------------------------- ------------- ------------ -----------
<S> <C> <C> <C>
Shih, Pai Chuan 644(1) 376 *
Shih, Shu-Han 206(1) 120 *
Shih, Shu-Lian 1,598(1) 932 *
Shin, Yaun-Wen 2,920(1) 1,704 *
Shue, Jia-Chung 1,460(1) 852 *
Shyu, Yu-Tang 228(1) 134 *
Sivan, Reuben 30,000(6) 30,000 *
Sou, Hsu-Tung 834(1) 486 *
Su, Chien-Ying 1,042(1) 608 *
Su, Chiung-Chu 1,680(1) 980 *
Su, Chun-Yang 3,880(1) 2,264 *
Su, Hsin-Chang 206(1) 120 *
Su, Jui-Ying 1,668(1) 974 *
Su, Kuan-Hsun 110(1) 64 *
Su, Ming-Shan 62(1) 36 *
Su, Pei-Yu 696(1) 406 *
Su, Sheng-Lin 644(1) 376 *
Su, Shinn-Jyi 582(1) 340 *
Su, Shu-Ken 2,108(1) 1,230 *
Su, Shu-Yuan 164(1) 96 *
Su, Shyh-Jer 68(1) 40 *
Su, Wen-Cheng 76(1) 44 *
Su, Yu-Chih 346(1) 202 *
Su, Yueh-Mei 5,174(1) 3,018 *
Su, Yuh-Jen 62(1) 36 *
Su, Yu-Hui 644(1) 376 *
Su, Yu-Mei 51,362(1) 29,962 *
Su, Yun-Chang 416(1) 242 *
Su, Yu-Ping 346(1) 202 *
Sun, Chiao-Yun 2,468(1) 1,440 *
Sun, Chia-Tse 946(1) 552 *
Sun, Mei-Hui 206(1) 120 *
Sun, Mei-Ling 138(1) 80 *
</TABLE>
50
<PAGE> 52
<TABLE>
<CAPTION>
PERCENT
OF OUT-
NUMBER OF STANDING
SHARES NUMBER OF SHARES
BENEFICIALLY SHARES BEING TO BE OWNED
OWNED OFFERED BY UPON
PRIOR TO THE SELLING COMPLETION
NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING
--------------------------- ------------- ------------ -----------
<S> <C> <C> <C>
Sun, Wei-Chih 346(1) 202 *
Sun, Wen-Hsiung 486(1) 284 *
Sung, Min-Fang 2,070(1) 1,208 *
Sung, Ming-Hui 696(1) 406 *
Sunway Chen 696(1) 406 *
Tai, Ching-Shun 804(1) 470 *
Tai, Hsiu-Min 696(1) 406 *
Tai, Su-Chen 2,114(1) 1,234 *
Tan, Wen-Kuang 628(1) 366 *
Tang, Chi-Tsao 1,124(1) 656 *
Tang, Hung-Te 8,410(1) 4,906 *
Tang, San-Fu 68(1) 40 *
Tang, Shun-Ting 206(1) 120 *
Teco International
Investment Co., Ltd. 8,348(1) 4,870 *
Teng, A-Hua 9,834(1) 5,736 *
Teng, Chien-Mei 792(1) 462 *
Teng, Jun-Tse 39,212(1) 22,874 *
Teng, Wan-Chuan 1,668(1) 974 *
Ting, Chao-Chih 9,834(1) 5,736 *
Ting, Chung-Chin 9,834(1) 5,736 *
Ting, Jung-Kung 416(1) 242 *
Ting, Kuei-Chang 40(1) 24 *
Ting, Lin Hsiu-Ying 346(1) 202 *
Tsai Wang, Su-Yen 386(1) 226 *
Tsai, Chao-Chia 2,084(1) 1,216 *
Tsai, Chao-Ming 946(1) 552 *
Tsai, Cheng-Chung 68(1) 40 *
Tsai, Cheng-Feng 68(1) 40 *
Tsai, Chi-An 1,460(1) 852 *
Tsai, Chin-Hsia 228(1) 134 *
Tsai, Chin-Lung 138(1) 80 *
Tsai, Chi-Tzu 346(1) 202 *
Tsai, Cho-Liang 6,908(1) 4,030 *
</TABLE>
51
<PAGE> 53
<TABLE>
<CAPTION>
PERCENT
OF OUT-
NUMBER OF STANDING
SHARES NUMBER OF SHARES
BENEFICIALLY SHARES BEING TO BE OWNED
OWNED OFFERED BY UPON
PRIOR TO THE SELLING COMPLETION
NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING
--------------------------- ------------- ------------ -----------
<S> <C> <C> <C>
Tsai, Chun-Chen 12,422(1) 7,246 *
Tsai, Dai-Hwa 138(1) 80 *
Tsai, Dun-Huang 1,292(1) 754 *
Tsai, Hsien-Chin 1,292(1) 754 *
Tsai, Hsin-Yi 34(1) 20 *
Tsai, Hsin-Yi 346(1) 202 *
Tsai, Hsiu Mien 696(1) 406 *
Tsai, Hsu-Jung 696(1) 406 *
Tsai, Jen-Huang 192(1) 112 *
Tsai, Jin-Mei 346(1) 202 *
Tsai, Li Hsiu-Yu 708(1) 414 *
Tsai, Li-Hua 48(1) 28 *
Tsai, Li-Hua 68(1) 40 *
Tsai, Li-Jung 416(1) 242 *
Tsai, Li-Ling 164(1) 96 *
Tsai, Li-Mei 520(1) 304 *
Tsai, Lung-Yu 346(1) 202 *
Tsai, Mei-Chueh 278(1) 162 *
Tsai, Mei-Li 500(1) 292 *
Tsai, Meng-Hung 76(1) 44 *
Tsai, Ming-Hung 416(1) 242 *
Tsai, Ming-Kai 416(1) 242 *
Tsai, Pin-Pin 346(1) 202 *
Tsai, Shih-Lung 68(1) 40 *
Tsai, Shu-Mei 2,588(1) 1,510 *
Tsai, Te-Chueh 696(1) 406 *
Tsai, Tien-Chung 88(1) 52 *
Tsai, Tung-Liang 346(1) 202 *
Tsai, Tung-Yin 2,084(1) 1,216 *
Tsai, Wang-Lung 1,390(1) 810 *
Tsai, Yu-Chu 1,292(1) 754 *
Tsai, Yu-Chu 40(1) 24 *
Tsai, Yuh-Yuann 644(1) 376 *
</TABLE>
52
<PAGE> 54
<TABLE>
<CAPTION>
PERCENT
OF OUT-
NUMBER OF STANDING
SHARES NUMBER OF SHARES
BENEFICIALLY SHARES BEING TO BE OWNED
OWNED OFFERED BY UPON
PRIOR TO THE SELLING COMPLETION
NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING
--------------------------- ------------- ------------ -----------
<S> <C> <C> <C>
Tsan, Chu-Chuan 1,042(1) 608 *
Tsao, Mei-Chin 68(1) 40 *
TSAO, Mei-Yu 68(1) 40 *
Tseng, Chien-Min 1,196(1) 698 *
Tseng, Chun-Hsiang 902(1) 526 *
Tseng, Hsiu-Ying 68(1) 40 *
Tseng, Huan-Yi 346(1) 202 *
Tseng, Jeng-Chia 538(1) 314 *
Tseng, Lien-Sen 696(1) 406 *
Tseng, Pi-Yu 416(1) 242 *
Tseng, Shih-Cheh 3,338(1) 1,948 *
Tseng, Wan-Ju 6,456(1) 3,766 *
Tseng, Wen-Chih 346(1) 202 *
Tseng, Wen-Rong 582(1) 340 *
Tseng, Wen-Tsai 318(1) 186 *
Tseng, Ya-Hui 652(1) 380 *
Tseng, Yen-Chia 1,042(1) 608 *
Tseng, Yu-Hwa 62(1) 36 *
Tseng, Yung-Fu 346(1) 202 *
Tseng, Yun-Hsia 3,088(1) 1,802 *
Tso, River 82(1) 48 *
Tsou, Hsing-Hua 764(1) 446 *
Tsu, Chung-Ching 68(1) 40 *
Tsuei, I-Ling 138(1) 80 *
Tsui, His-Mei 88(1) 52 *
Tsung, Shih Ming 820(1) 478 *
Tu, Chia-Shu 258(1) 150 *
Tu, Chu-Hui 1,292(1) 754 *
Tu, His-Sheng 10,008(1) 5,838 *
Tu, Jui-Jung 76(1) 44 *
Tu, Tsu-Han 346(1) 202 *
Tu, Yu-Lung 346(1) 202 *
Tung, Chuan-Chun 346(1) 202 *
</TABLE>
53
<PAGE> 55
<TABLE>
<CAPTION>
PERCENT
OF OUT-
NUMBER OF STANDING
SHARES NUMBER OF SHARES
BENEFICIALLY SHARES BEING TO BE OWNED
OWNED OFFERED BY UPON
PRIOR TO THE SELLING COMPLETION
NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING
--------------------------- ------------- ------------ -----------
<S> <C> <C> <C>
Tung, Chun-Jung 332(1) 194 *
Tung, Mei-His 696(1) 406 *
Tung, Po-Yin 1,940(1) 1,132 *
Wan, Tsung-Jwei 10,352(1) 6,038 *
Wang Tseng, Pao-Lan 8,348(1) 4,870 *
Wang Feng, Li-Chuan 3,880(1) 2,264 *
Wang Hung, Kuei-Lan 1,292(1) 754 *
Wang, Chang-Chung 346(1) 202 *
Wang, Chao-Cheng 346(1) 202 *
Wang, Chen-An 6(1) 4 *
Wang, Cheng-Chih 6,470(1) 3,774 *
Wang, Chen-Yu 2,502(1) 1,460 *
Wang, Chi-Chu 346(1) 202 *
Wang, Chieh-Hsien 14,482(1) 8,448 *
Wang, Chien-Cheng 128(1) 74 *
Wang, Chien-Jen 164(1) 96 *
Wang, Chien-Yi 666(1) 388 *
Wang, Chih-Cheng 346(1) 202 *
Wang, Chih-Chung 3,476(1) 2,028 *
Wang, Chih-Teung 138(1) 80 *
Wang, Chi-Lin 206(1) 120 *
Wang, Ching-Cheng 346(1) 202 *
Wang, Ching-Jen 138(1) 80 *
Wang, Ching-Jui 164(1) 96 *
Wang, Chuan-Cheng 346(1) 202 *
Wang, Chung-Hao 1,738(1) 1,014 *
Wang, Chung-Hsiang 1,042(1) 608 *
Wang, Chung-Yi 39,242(1) 22,892 *
Wang, Fu-Chang 430,388(1)(7) 250,950 *
Wang, Fu-Lien 97,940(1) 57,132 *
Wang, Han-Chung 1,292(1) 754 *
Wang, Ho 2,502(1) 1,460 *
Wang, Hsien-Hui 68(1) 40 *
</TABLE>
54
<PAGE> 56
<TABLE>
<CAPTION>
PERCENT
OF OUT-
NUMBER OF STANDING
SHARES NUMBER OF SHARES
BENEFICIALLY SHARES BEING TO BE OWNED
OWNED OFFERED BY UPON
PRIOR TO THE SELLING COMPLETION
NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING
--------------------------- ------------- ------------ -----------
<S> <C> <C> <C>
Wang, Hsiu-Chih 53,208(1) 31,038 *
Wang, Hsiu-Ling 696(1) 406 *
Wang, Hsueh-Chu 2,588(1) 1,510 *
Wang, Hui-Chuan 68(1) 40 *
Wang, Hui-Min 386(1) 226 *
Wang, Hung-Fa 2,108(1) 1,230 *
Wang, Hung-Hsiang 1,320(1) 770 *
Wang, Hung-Min 902(1) 526 *
Wang, I-Hsin 1,084(1) 632 *
Wang, Jeff 4,938(1) 2,880 *
Wang, Jen-Hui 250(1) 146 *
Wang, Kuang-Ming 644(1) 376 *
Wang, Kuo-Chang 40(1) 24 *
Wang, Liao Chih-Ying 138(1) 80 *
Wang, Li-Chuan 834(1) 486 *
Wang, Lien-Te 1,084(1) 632 *
Wang, Lin Yu-Chao 696(1) 406 *
Wang, Lin-Wen 346(1) 202 *
Wang, Li-Wen 250(1) 146 *
Wang, Li-Yu 192(1) 112 *
Wang, Li-Yueh 2,142(1) 1,250 *
Wang, Mei-Fen 834(1) 486 *
Wang, Mei-Hu 346(1) 202 *
Wang, Mei-Li 708(1) 414 *
Wang, Mike 774(1) 452 *
Wang, Ming-Chia 3,092(1) 1,804 *
Wang, Ming-Te 644(1) 376 *
Wang, Min-Tzu 3,826(1) 2,232 *
Wang, Pi-Chieh 7,486(1) 4,366 *
Wang, Pin-Dun 5,402(1) 3,152 *
Wang, Pin-Sang 29,708(1) 17,330 *
Wang, Pin-Yuan 346(1) 202 *
Wang, Pon-Chuey 68(1) 40 *
</TABLE>
55
<PAGE> 57
<TABLE>
<CAPTION>
PERCENT
OF OUT-
NUMBER OF STANDING
SHARES NUMBER OF SHARES
BENEFICIALLY SHARES BEING TO BE OWNED
OWNED OFFERED BY UPON
PRIOR TO THE SELLING COMPLETION
NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING
--------------------------- ------------- ------------ -----------
<S> <C> <C> <C>
Wang, Shih-Lin 164(1) 96 *
Wang, Shih-Wei 556(1) 324 *
Wang, Shu-Chun 644(1) 376 *
Wang, Shui-Yen 278(1) 162 *
Wang, Shu-Ling 138(1) 80 *
Wang, Shun-Ying 1,292(1) 754 *
Wang, Shy-Jge 20,346(1) 11,868 *
Wang, Song-Nan 110,284(1) 64,332 *
Wang, Su-Kuei 1,940(1) 1,132 *
Wang, Sung-Mao 5,352(1) 3,122 *
Wang, Sung-Shan 3,322(1) 1,938 *
Wang, Te-Chuan 1,480(1) 864 *
Wang, Te-Heng 1,480(1) 864 *
Wang, Tsan-Ming 49,686(1) 28,984 *
Wang, Wei-Chieh 6,470(1) 3,774 *
Wang, Wei-Ching 6,210(1) 3,622 *
Wang, Wei-Jen 6,340(1) 3,698 *
Wang, Wei-Jen 1,390(1) 810 *
Wang, Wen-Yuan 68(1) 40 *
Wang, Ying-Chao 1,042(1) 608 *
Wang, Ying-Chun 346(1) 202 *
Wang, Ying-Ming 138(1) 80 *
Wang, Yi-Ping 332(1) 194 *
Wang, Yu-Chen 2,070(1) 1,208 *
Wang, Yu-Chih 2,070(1) 1,208 *
Wang, Yu-Chu 138(1) 80 *
Wang, Yung-Chin 1,668(1) 974 *
Wang, Yung-Sung 696(1) 406 *
Wang, Yu-Pan 2,198(1) 1,282 *
Wang, Yu-Sheng 2,070(1) 1,208 *
Wei, Guor-Tzo 1,940(1) 1,132 *
Wei, Su-Chen 82(1) 48 *
Wen, Hsiu-Chin 11,054(1) 6,448 *
</TABLE>
56
<PAGE> 58
<TABLE>
<CAPTION>
PERCENT
OF OUT-
NUMBER OF STANDING
SHARES NUMBER OF SHARES
BENEFICIALLY SHARES BEING TO BE OWNED
OWNED OFFERED BY UPON
PRIOR TO THE SELLING COMPLETION
NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING
--------------------------- ------------- ------------ -----------
<S> <C> <C> <C>
Wen, Juei-Kuei 1,988(1) 1,160 *
Wen, Kuo-Tsung 1,856(1) 1,082 *
Wen, Wen-Kun 624(1) 364 *
Wen, Yung-Tsung 2,962(1) 1,728 *
Weng Lin, Chiu-Jung 346(1) 202 *
Weng Lin, Hong-Sen 696(1) 406 *
Weng, Chao-Wei 696(1) 406 *
Weng, Cheng-Te 346(1) 202 *
Weng, Kuan-Wen 2,198(1) 1,282 *
Weng, Su-Chen 644(1) 376 *
Worm, Francois Henri 122,332(2) 122,332 *
Wu Hung, Su-Fen 9,850(1) 5,746 *
Wu Lan, Mei-Ling 1,292(1) 754 *
Wu Lin, Li-Huei 2,502(1) 1,460 *
Wu Wang, Su-Tze 346(1) 202 *
Wu, Chang-Ming 346(1) 202 *
Wu, Chao-0 346(1) 202 *
Wu, Chao-Feng 628(1) 366 *
Wu, Cheng-Che 332(1) 194 *
Wu, Cheng-Che 278(1) 162 *
Wu, Cheng-Hsiung 346(1) 202 *
Wu, Chia-Ching 158(1) 92 *
Wu, Chih-Chang 258(1) 150 *
Wu, Ching-Hsiu 1,946(1) 1,136 *
Wu, Ching-Wai 1,946(1) 1,136 *
Wu, Ching-Wen 2,070(1) 1,208 *
Wu, Chin-Yu 332(1) 194 *
Wu, Chi-Yi 696(1) 406 *
Wu, Chi-Yu 3,476(1) 2,028 *
Wu, Chun-Lin 2,252(1) 1,314 *
Wu, Chun-Yen 346(1) 202 *
Wu, Feng-Yang 346(1) 202 *
Wu, Fong-Yu 332(1) 194 *
Wu, Hsien-Tang 298(1) 174 *
</TABLE>
57
<PAGE> 59
<TABLE>
<CAPTION>
PERCENT
OF OUT-
NUMBER OF STANDING
SHARES NUMBER OF SHARES
BENEFICIALLY SHARES BEING TO BE OWNED
OWNED OFFERED BY UPON
PRIOR TO THE SELLING COMPLETION
NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING
--------------------------- ------------- ------------ -----------
<S> <C> <C> <C>
Wu, Hui-Li 206(1) 120 *
Wu, Jih 1,292(1) 754 *
Wu, Jung-Pin 346(1) 202 *
Wu, Jyh-Wei 514(1) 300 *
Wu, King-Chin 1,320(1) 770 *
Wu, Kuei-Chen 644(1) 376 *
Wu, Kun-Long 2,084(1) 1,216 *
Wu, Kun-Tsung 2,670(1) 1,558 *
Wu, Lie-Hwa 346(1) 202 *
Wu, Mei-Hui 5,102(1) 2,976 *
Wu, Meng-Hsia 346(1) 202 *
Wu, Ruey-Ren 644(1) 376 *
Wu, Sen-Yuan 346(1) 202 *
Wu, Shui-Chih 2,232(1) 1,302 *
Wu, Sing-Yu 68(1) 40 *
Wu, Siu-Chen 206(1) 120 *
Wu, Su-Hui 6(1) 4 *
Wu, Sze-Ying 346(1) 202 *
Wu, Tsui-O 834(1) 486 *
Wu, Wan-Ching 644(1) 376 *
Wu, Wen-Tou 12,940(1) 7,548 *
Wu, Whang-Long 834(1) 486 *
Wu, Yi-Fang 206(1) 120 *
Wu, Yi-Lun 346(1) 202 *
Wu, Yueh-Chu 2,506(1) 1,462 *
Wu, Yu-Huei 1,390(1) 810 *
Wu, Yu-Hui 278(1) 162 *
Wu, Yu-Pin 332(1) 194 *
Wu, Yu-Yuan 696(1) 406 *
Xhang, Wen-Long 8,962(1) 5,228 *
Yang Hsu, Ho-Mei 346(1) 202 *
Yang, Anna 346(1) 202 *
Yang, Chia-Li 5,634(1) 3,286 *
</TABLE>
58
<PAGE> 60
<TABLE>
<CAPTION>
PERCENT
OF OUT-
NUMBER OF STANDING
SHARES NUMBER OF SHARES
BENEFICIALLY SHARES BEING TO BE OWNED
OWNED OFFERED BY UPON
PRIOR TO THE SELLING COMPLETION
NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING
--------------------------- ------------- ------------ -----------
<S> <C> <C> <C>
Yang, Chi-Jen 8,992(1) 5,246 *
Yang, Ching-Wen 696(1) 406 *
Yang, Chin-Shan 9,706(1) 5,662 *
Yang, Chun-Kuai 548(1) 320 *
Yang, Chyan 346(1) 202 *
Yang, Fu-Lang 5,952(1) 3,472 *
Yang, Hsin-Juan 696(1) 406 *
Yang, Hsiu-Ling 1,292(1) 754 *
Yang, Hsiu-Nan 278(1) 162 *
Yang, Hsiu-Pao 206(1) 120 *
Yang, Huei-Min 416(1) 242 *
Yang, Huey-Wen 764(1) 446 *
Yang, Hui-Chen 682(1) 398 *
Yang, Jeff 680(1) 396 *
Yang, Jin-Dan 250(1) 146 *
Yang, Jin-Yu 3,494(1) 2,038 *
Yang, Jui-Chih 1,292(1) 754 *
Yang, Liu-Tsun 1,906(1) 1,112 *
Yang, Long-Sang 62(1) 36 *
Yang, Mei-Chiao 164(1) 96 *
Yang, Mei-Chu 206(1) 120 *
Yang, Ming-Hua 346(1) 202 *
Yang, Ming-Huang 3,004(1) 1,752 *
Yang, Ming-Hui 8,444(1) 4,926 *
Yang, Ming-Ling 3,234(1) 1,886 *
Yang, Ming-Song 3,234(1) 1,886 *
Yang, Pern 696(1) 406 *
Yang, Ping-Yen 416(1) 242 *
Yang, Ruby 68(1) 40 *
Yang, Shih-Hsien 500(1) 292 *
Yang, Shih-Hsiu 138(1) 80 *
Yang, Shiu-Yu 250(1) 146 *
Yang, Shu-Hui 128(1) 74 *
</TABLE>
59
<PAGE> 61
<TABLE>
<CAPTION>
PERCENT
OF OUT-
NUMBER OF STANDING
SHARES NUMBER OF SHARES
BENEFICIALLY SHARES BEING TO BE OWNED
OWNED OFFERED BY UPON
PRIOR TO THE SELLING COMPLETION
NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING
--------------------------- ------------- ------------ -----------
<S> <C> <C> <C>
Yang, Su-Hui 696(1) 406 *
Yang, Su-Yueh 416(1) 242 *
Yang, Tsu-Yu 346(1) 202 *
Yang, Tu 346(1) 202 *
Yao, Chih-Hung 644(1) 376 *
Yeh, Cheng Chun 250(1) 146 *
Yeh, Chia-Lin 1,668(1) 974 *
Yeh, Chiu-Chu 346(1) 202 *
Yeh, Chiung-Hsieh 696(1) 406 *
Yeh, Fa-Cheng 644(1) 376 *
Yeh, Feng-Li 416(1) 242 *
Yeh, Heng-Chung 2,084(1) 1,216 *
Yeh, I-Hsun 644(1) 376 *
Yeh, Jui-Chen 1,530(1) 892 *
Yeh, Jui-Hua 298(1) 174 *
Yeh, Lee-Jun 1,042(1) 608 *
Yeh, Li-Chi 2,170(1) 1,266 *
Yeh, Lin Mei-Chin 3,880(1) 2,264 *
Yeh, Mei-Hui 696(1) 406 *
Yeh, Mei-Jung 346(1) 202 *
Yeh, Ting-Yin 278(1) 162 *
Yeh, Ts-Yuan 62(1) 36 *
Yeh, Wan-Fei 206(1) 120 *
Yen Shen, Hsiu-Bao 834(1) 486 *
Yen, Ching-Shiang 346(1) 202 *
Yen, Hung 1,390(1) 810 *
Yen, Ken 6,956(1) 4,058 *
Yen, Meng-Huei 68(1) 40 *
Yen, Ming-Hsiang 696(1) 406 *
Yen, Pei-Chu 82(1) 48 *
Yen, Shih-Kun 696(1) 406 *
Yen, Ya-Nan 206(1) 120 *
Yen, Yung-Hsin 68(1) 40 *
</TABLE>
60
<PAGE> 62
<TABLE>
<CAPTION>
PERCENT
OF OUT-
NUMBER OF STANDING
SHARES NUMBER OF SHARES
BENEFICIALLY SHARES BEING TO BE OWNED
OWNED OFFERED BY UPON
PRIOR TO THE SELLING COMPLETION
NAME OF SELLING STOCKHOLDER THIS OFFERING STOCKHOLDERS OF OFFERING
--------------------------- ------------- ------------ -----------
<S> <C> <C> <C>
Yih, Liou-Jan 68(1) 40 *
Yin, Ko-Sui 644(1) 376 *
Ying, Chieh-Yi 1,554(1) 906 *
Ying, Pai-Shin 486(1) 284 *
Yu, Cheng-Hsiung 346(1) 202 *
Yu, Chin-Hui 346(1) 202 *
Yu, Chiu-Jung 2,588(1) 1,510 *
Yu, Chiu-Tsun 2,588(1) 1,510 *
Yu, Chun-Ming 206(1) 120 *
Yu, Chu-Wen 3,880(1) 2,264 *
Yu, Hsiu-Mei 14,694(1) 8,572 *
Yu, Huan-Tsai 10,854(1) 6,332 *
Yu, Hung-Tao 624(1) 364 *
Yu, Ming-Chieh 5,952(1) 3,472 *
Yu, Su-Chen 2,084(1) 1,216 *
Yu, Su-Fei 416(1) 242 *
Yu, Wen-Kuan 1,390(1) 810 *
Yu, Ya-Ying 68(1) 40 *
Yu, Yu-Cheng 696(1) 406 *
Yu, Yu-Hung 644(1) 376 *
Yu, Yu-Tong 644(1) 376 *
Yuan Chu Corp. 6,470(1) 3,774 *
Yuang, Rong-Heng 1,042(1) 608 *
Yueh, Ching-Chuan 2,084(1) 1,216 *
Zien, Hwa-Kune 1,390(1) 810 *
</TABLE>
----------
* Less than 1%.
(1) These shares were issued in connection with MRV's acquisition of
approximately 97% of the outstanding shares of Fiber Optics Communications,
Inc. ("FOCI"), a Taiwan corporation. Approximately 41.67% of the shares
listed in the table for each of these stockholders have been placed in
escrow (the "Escrowed Shares") to secure indemnification obligations
incurred by the FOCI shareholders in connection with that acquisition. Up
to all of the Escrowed Shares may be returned to MRV to satisfy MRV's
claims for indemnification. Any Escrowed Shares that are not
61
<PAGE> 63
required to satisfy MRV's indemnity claims are to be released from the
escrow in April 2002. The shares issued in connection with the acquisition
other than the Escrowed Shares are being offered by this prospectus.
(2) These shares were issued in connection with MRV's acquisition of the
outstanding capital stock of Creative Electronic Systems SA (CES) from
these selling stockholders. Of the 122,333 MRV shares issued to each of
Messrs. Bell, Haegi and Worm, approximately 66,667 shares from each of
Messrs. Bell, Haegi and Worm have been placed in escrow and are subject to
a repurchase options at $0.01 per share in favor of MRV. This repurchase
option expires as to 8,334 of the shares subject to it for each of Messrs.
Bell, Haegi and Worm on October 8, 2000 and as to 2.08333% of the shares
subject to it each month thereafter. MRV may exercise the repurchase option
in the event it terminates Messrs. Bell, Haegi or Worm for "justifiable
cause" within the meaning of Swiss law. The shares are not transferable
while and to the extent subject to the repurchase option. Further, the
first 23,450 shares of Messrs. Bell, Haegi and Worm as to which the
repurchase option expires are to remain in escrow to secure indemnification
obligations incurred by them in connection with MRV's acquisition of CES.
Up to all of the escrowed shares may be returned to MRV to satisfy MRV's
claims for indemnification. Any escrowed shares that are not required to
satisfy MRV's indemnity claims are to be released from the escrow and may
thereafter be transferred in May 2003.
(3) Consists of shares of Common Stock MRV may issue in connection with an
investment it makes in Charlotte's Networks, Inc., one it its partner
companies. For a more detailed description of this investment, see "Plan
of Distribution -- Additional Issuances of Shares by MRV. As the actual
number of shares that MRV will issue to Charlotte's will depend on several
factors to be determined in the future, information concerning the number
of shares actually issued to Charlotte's Networks and the number
Charlotte's Networks will offer pursuant to this prospectus may change and
any changes will be set forth in a prospectus supplement to the extent
required by the Securities Act of 1933.
(4) These shares were issued in connection with MRV's investment in Optical
Crossing, Inc., one of MRV's partner companies. At June 1, 2000, MRV
owned approximately 86% of the outstanding capital stock of this partner
company. In connection with this investment, MRV agreed to make up any
difference between $2,000,000 and the sum of the net proceeds received from
the sale of these shares by this selling stockholder. MRV has therefore
registered in the registration statement of which this prospectus is a part
an additional 81,494 shares of its common stock for issuance to Optical
Crossing and, of those additional shares, plans to issue to Optical
Crossing the number necessary to make up the difference between $2,000,000
and the net proceeds received from the sale of the shares included in the
table. Accordingly, information concerning the number of shares in excess
of the number reflected in the table that this selling stockholder will
offer may change from time to time and any changes will be set forth in a
prospectus supplement to the extent required. If the number of shares of
MRV's common stock that MRV has registered for issuance to Optical Crossing
is less than the actual number required to be issued in order to satisfy
its obligation to Optical Crossing, MRV will file a new registration
statement to register the additional shares.
(5) These shares were issued in connection with MRV's investment in RedC
Optical Networks, Inc., another of MRV's partner companies. At June 1,
2000, MRV owned approximately 55% of the outstanding capital stock of this
partner company. In connection with this investment, MRV agreed to make up
any difference between $5,000,000 and the sum of the proceeds received from
the sale of these shares by the selling stockholder. MRV has therefore
registered in the registration statement of which this prospectus is a part
an additional 150,000 shares of its common stock for issuance to RedC
Optical Networks and, of those additional shares, plans to issue to RedC
Optical Networks the number necessary to make up the difference between
$5,000,000 and the proceeds received from the sale of the shares included
in the table. Accordingly, information concerning the number of shares in
excess of the number reflected in the table that this selling stockholder
will offer may change from time to time and any changes will be set forth
in a prospectus supplement to the extent required. If the number of shares
of MRV's common stock that MRV has registered for issuance to RedC Optical
Networks is less than the actual number required to be issued in order to
satisfy its obligation to RedC Optical Networks, MRV will file a new
registration statement to register the additional shares.
(6) These shares were issued to Reuben Sivan in connection with MRV's
acquisition of the outstanding capital stock of Multiport Corp. from
this selling stockholder. Of the 30,000 shares issued to Mr. Sivan, 15,000
shares are subject to a repurchase option at $0.01 per share in favor of
MRV if Mr. Silvan ceases to be employed by a specified subsidiary of MRV.
This repurchase option expires as to one-third of the shares on April 11,
2001 and as to 2.7777% of the shares each month thereafter. These shares
are not transferable (except to certain family members or a trust for their
benefit) while and to the extent subject to the repurchase option. As to
the remaining 15,000 shares, as part of this acquisition MRV agreed to
issue to Mr. Sivan the greater of (a) 15,000 shares of its common stock, or
(b) that number of shares of its common stock, which has a Fair Market
Value equal to $1,000,000. For purposes that agreement, "Fair Market Value"
is defined to mean the average closing price of the MRV's common stock on
the Nasdaq National Market for the five trading days immediately preceding
the date that this selling stockholder gives a notice to MRV during the
period prior to October 9, 2000 to deliver the shares to which this selling
stockholder is entitled, or the five trading days immediately preceding
October 9, 2000. MRV has registered in the registration statement of which
this prospectus is a part an additional 19,093 shares of its common stock
for issuance to this selling stockholder and, of those additional shares,
plans to issue to Mr. Sivan the number necessary to satisfy its agreement.
Accordingly, information concerning the number of shares in excess of the
number reflected in the table that Mr. Sivan will offer may change from
time to time and any changes will be set forth in a prospectus supplement
to the extent required. If the number of shares of MRV's common stock that
MRV has registered for issuance to Mr. Sivan is less than the actual number
required to be issued in order to satisfy its obligation to him, MRV will
file a new registration statement to register the additional shares.
(7) Includes 2,628 shares that represent an aggregation of fractional shares
issued by MRV in connection with the acquisition of the FOCI common stock,
of which 1,408 are being sold pursuant to this prospectus. Mr. Wang has
agreed to sell these shares for the account of the selling stockholders
entitled to them and to distribute the proceeds proportionately.
62
<PAGE> 64
The information concerning the selling stockholders may change from time to
time and will be set forth in supplements to this prospectus as required.
MRV is paying all expenses incident to the registration of the offer and
sale of the shares of common stock to the public pursuant to this prospectus
other than selling commissions and fees.
Except as noted above, none of the selling stockholders has had any
material relationship with MRV during the past three years.
63
<PAGE> 65
PLAN OF DISTRIBUTION
Sales by Selling Stockholders
The distribution of the shares by the selling stockholders may be effected
from time to time in one or more transactions (which may involve block
transactions), in special offerings, exchange distributions and/or secondary
distributions, in negotiated transactions, in settlement of short sales of
common stock, or a combination or such methods of sale, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. Such transactions may be effected on the
over-the-counter market or privately. The selling stockholders may effect such
transactions by selling the shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of underwriting discounts,
concessions or commissions from the selling stockholders for whom they may act
as agent (which compensation may be in excess of customary commissions). Without
limiting the foregoing, such brokers may act as dealers by purchasing any and
all of the shares covered by this prospectus either as agents for others or as
principals for their own accounts and reselling such securities pursuant to this
prospectus. The selling stockholders and any broker-dealers or other persons
acting on the behalf of parties that participate with such selling stockholders
in the distribution of the shares may be deemed to be underwriters and any
commissions received or profit realized by them on the resale of the shares may
be deemed to be underwriting discounts and commissions under the Securities Act
of 1933. As of the date of this prospectus, MRV is not aware of any agreement,
arrangement or understanding between any broker or dealer and the selling
stockholders with respect to the offer or sale of the shares pursuant to this
prospectus.
At the time that any particular offering of shares is made, to the extent
required by the Securities Act, a prospectus supplement will be distributed,
setting forth the terms of the offering, including the aggregate number of
shares being offered, the names of any underwriters, dealers or agents, any
discounts, commissions and other items constituting compensation from the
selling stockholders and any discounts, commissions or concessions allowed or
reallowed or paid to dealers.
Selling stockholders may also sell their shares pursuant to Rule 144
promulgated under the Securities Act. Each of the selling stockholders may from
time to time pledge the shares owned by it to secure margin or other loans made
to such selling stockholder. Thus, the person or entity receiving the pledge of
any of the shares may sell them, in a foreclosure sale or otherwise, in the same
manner as described above for such selling stockholder.
MRV will not receive any of the proceeds from any sale of the shares by the
selling stockholders offered hereby.
Additional Issuances of Shares by MRV
MRV may issue additional shares to three of the selling stockholders under
the circumstances described below.
64
<PAGE> 66
o In connection with its investment in Optical Crossing, Inc., one of
MRV's partner companies, MRV issued to Optical Crossing, Inc. 81,494
shares of its Common Stock and agreed to make up any difference
between $2,000,000 and the sum of the net proceeds received from the
sale of these shares by Optical Crossing. MRV has therefore registered
in the registration statement of which this prospectus is a part an
additional 81,494 shares of its common stock for issuance to Optical
Crossing and, of those additional shares, plans to issue to Optical
Crossing the number necessary to make up the difference between
$2,000,000 and the net proceeds received from the sale of the 81,494
shares originally issued to Optical Crossing. Accordingly, information
concerning the actual number of shares issued to Optical Crossing and
the number in excess of 81,494 that Optical Crossing will offer may
change and any changes will be set forth in a prospectus supplement to
the extent required under the Securities Act of 1933.
o In connection with its investment in RedC Optical Networks, Inc.,
another of MRV's partner companies, MRV issued to RedC Optical
Networks 150,000 shares of its common stock and agreed to make up any
difference between $5,000,000 and the sum of the proceeds received
from the sale of these shares by RedC Optical Networks. MRV has
therefore registered in the registration statement of which this
prospectus is a part an additional 84,494 shares of its common stock
for issuance to RedC Optical Networks and, of those additional shares,
plans to issue to RedC Optical Networks the number necessary to make
up the difference between $5,000,000 and the proceeds received from
the sale of the 150,000 shares originally issued to RedC Optical
Networks. Accordingly, information concerning the actual number of
shares issued to RedC Optical and the number in excess of 150,000
shares that RedC Optical Networks will offer may change and any
changes will be set forth in a prospectus supplement to the extent
required under the Securities Act of 1933.
o In connection with its acquisition of Multiport Corp., MRV
agreed to issue to Multiport's sole stockholder, Reuben Sivan, at
least 30,000 shares of its common stock. Of the 30,000 shares issued
to Mr. Sivan, 15,000 shares are subject to a repurchase option at
$0.01 per share in favor of MRV if Mr. Silvan ceases to be employed by
a specified subsidiary of MRV. This repurchase option expires as to
one-third of the shares on April 11, 2001 and as to 2.7777% of the
shares each month thereafter. These shares are not transferable
(except to certain family members or a trust for their benefit) while
and to the extent subject to the repurchase option. As to the
remaining 15,000 shares, as part of this acquisition MRV agreed to
issue to Mr. Sivan the greater of (a) 15,000 shares of its common
stock, or (b) that number of shares of its common stock, which has a
Fair Market Value equal to $1,000,000. For purposes that agreement,
"Fair Market Value" is defined to mean the average closing price of
the MRV's common stock on the Nasdaq National Market for the five
trading days immediately preceding the date that this selling
stockholder gives a notice to MRV during the period prior to October
9, 2000 to deliver the shares to which this selling stockholder is
entitled, or the five trading days immediately preceding October 9,
2000. MRV has registered in the registration statement of which this
prospectus is a part an additional 19,093 shares of its common stock
for issuance to Mr. Sivan and, of those additional shares, plans to
issue to him the number necessary to satisfy its agreement.
Accordingly, information concerning the number of shares actually
issued to Mr. Sivan and the number in excess of 30,000 shares that Mr.
Sivan will offer may change and any changes will be set forth in a
prospectus supplement to the extent required by the Securities Act of
1933.
65
<PAGE> 67
If the number of shares of MRV's common stock that MRV has registered for
issuance to Optical Crossing, RedC Optical or Reuben Sivan is less than the
actual number required to be issued in order to satisfy its obligations to them,
MRV will file a new registration statement to register the additional shares.
MRV will not receive any additional consideration from the issuances of these
additional shares.
MRV will also issue additional shares of its common stock to Charlotte's
Networks, Inc., another of its partner companies, and has registered in the
registration statement, of which this prospectus is a part, 1,000,000 shares of
its common stock for that purpose. At June 15, 2000 MRV owned approximately
56.5% of the outstanding capital stock of Charlotte's Networks and plans to
invest an additional $20 to $30 million in Charlotte's Networks by issuing up to
1,000,000 shares to Charlotte's Networks, which, in turn, Charlotte's Networks
plans to resell in the open market pursuant to this prospectus. This transaction
will close after the date of this prospectus. Depending on the amount of the new
investment and the participation of other investors, MRV expects to own between
54.7% and 60.9% of the capital stock of Charlotte's Networks outstanding upon
completion of the investment. The actual number of shares that MRV will issue to
Charlotte's will depend on several factors to be determined in the future,
including (1) the amount (between a minimum of $20 million and a maximum $30
million) that MRV will invest in Charlotte's Networks, (2) the market price of
MRV's common stock at the time of the MRV's investment and (3) the market price
of MRV's common stock at the time Charlotte's Networks resells the MRV shares it
receives from MRV's investment. Accordingly, information concerning the number
of shares actually issued to Charlotte's and the number Charlotte's will offer
may change and any changes will be set forth in a prospectus supplement to the
extent required by the Securities Act of 1933.
Each of Optical Crossing, RedC Optical Networks, Reuben Sivan and
Charlotte's Networks may be deemed to be an "underwriter" within the meaning of
the Securities Act of 1933.
66
<PAGE> 68
LEGAL MATTERS
The validity of the common stock offered hereby has been passed upon for
MRV by Kirkpatrick & Lockhart LLP, Beverly Hills, California.
EXPERTS
The financial statements and schedules of MRV Communications, Inc. on
Form 10-K for the year ended December 31, 1999, incorporated by reference in
this prospectus have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their reports with respect thereto, and are
included herein in reliance upon the authority or said firm as experts in
accounting and auditing in giving said reports.
67
<PAGE> 69
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the costs and expenses payable by the
Registrant in connection with the sale of the Common Stock being registered
hereby, other than underwriting commissions and discounts, all of which are
estimated except for the SEC filing fees.
<TABLE>
<CAPTION>
Item Amount
---- ------
<S> <C>
SEC registration fee $ 66,969
Printing and engraving expenses 10,000
Legal fees and expenses 30,000
Accounting fees and expenses 5,000
Miscellaneous expenses 8,031
--------
Total $120,000
========
</TABLE>
ITEM 15. 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.
II-1
<PAGE> 70
ITEM 16. EXHIBITS
4.1 Form of Common Stock certificate (incorporated by reference to Exhibit
4.5 of the Registrant's Registration Statement of Form S-3 (file no.
333-64017).
5 Opinion of Kirkpatrick & Lockhart LLP as to the validity of the
securities being registered.*
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Kirkpatrick & Lockhart LLP (contained in Exhibit 5).
24.1 Power of Attorney (contained on Signature page).
------------
*To be filed by amendment.
II-2
<PAGE> 71
ITEM 17. 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:
(a) to include any prospectus required by Section 10(a)(3) of the
Securities Act;
(b) to reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent post-effective
amendment hereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b), if in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement.
(c) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement.
provided, however, that the undertakings set forth in paragraph (a) and (b)
above shall not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") that are incorporated by reference in
this 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, 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
of 1933 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, 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 of 1933 and will be governed by the final adjudication of such issue.
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 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.
For purposes of determining any liability under the Securities Act of 1933,
the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act of 1933 shall be deemed to be part of this Registration
Statement as of the time it was declared effective. For the purpose of
determining any liability under the Securities Act of 1933, each post-effective
that contains a form of prospectus 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.
II-3
<PAGE> 72
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
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 the 16 day of June, 2000.
MRV COMMUNICATIONS, INC.
By: /s/ Noam Lotan
----------------------------
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
(1) any and all amendments (including post-effective amendments) to this
Registration Statement and (2) any registration statement or post-effective
amendment thereto to be filed with the Securities and Exchange Commission
pursuant to Rule 462(b) under the Securities Act of 1933, 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.
<TABLE>
<CAPTION>
Names Title Date
----- ----- ----
<S> <C> <C>
/s/ Noam Lotan
--------------------------------- President, Chief Executive Officer (Principal
Noam Lotan Executive Officer), and a Director June 16, 2000
/s/ Shlomo Margalit
--------------------------------- Chairman of the Board, Chief Technical
Shlomo Margalit Officer, Secretary, and a Director June 16, 2000
/s/ Edmund Glazer Vice President of Finance and
--------------------------------- Administration, Chief Financial Officer
Edmund Glazer (Principal Financial and Accounting Officer) June 16, 2000
/s/ Igal Shidlovsky
--------------------------------
Igal Shidlovsky Director June 16, 2000
/s/ Guenter Jaensch
--------------------------------
Guenter Jaensch Director June 16, 2000
/s/ Daniel Tsui
--------------------------------
Daniel Tsui Director June 16, 2000
/s/ Baruch Fischer
--------------------------------
Baruch Fischer Director June 16, 2000
</TABLE>
II-4
