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Registration No. 333-44534
Filed pursuant to Rule 424(b)(3)
PROSPECTUS SUPPLEMENT NO. 1 TO PROSPECTUS DATED SEPTEMBER 6, 2000
MRV COMMUNICATIONS, INC.
MRV Communications, Inc. is revising and supplementing its prospectus dated
September 6, 2000, which offers for resale shares of MRV's common stock held by
certain selling stockholders. The revised information is presented as of
November 15, 2000 and should be read with MRV's prospectus dated September 6,
2000. To the extent that the information in this supplement differs from the
information contained in MRV's prospectus dated September 6, 2000, the
information in this supplement supersedes the information in MRV's prospectus
dated September 6, 2000.
USE OF PROCEEDS
The information concerning the use of proceeds in the section of MRV's
prospectus dated September 6, 2000 entitled "Use of Proceeds," located at page
13 is revised as follows:
Except to the extent we receive funds held in trust to satisfy various
obligations of the selling stockholders receiving their MRV shares in connection
with the acquisition of Jolt Ltd. as discussed in Note A to the table below
under "Selling Stockholders," we will not receive any proceeds from the sales of
shares of common stock by the selling stockholders.
SELLING STOCKHOLDERS
The information concerning the selling stockholders listed in the section
of MRV's prospectus dated September 6, 2000 entitled "Selling Stockholders,"
located at pages 14 to 22 is revised to add the following information:
<TABLE>
<CAPTION>
Number of Number of Percent of
shares shares being outstanding
beneficially offered by shares
owned the to be owned
prior to selling upon completion
Name of Selling Shareholder this offering shareholders of offering
------------------------------------------------------ --------------- ------------- ---------------
<S> <C> <C> <C>
Au Sai Chuen 7,122 (A) 7,122 (A) *
Biological Research Consultants (UK) LTD. 10,342 (A) 10,342 (A) *
Bodenheimer, Joseph 1,610 (A) 1,610 (A) *
Chen, Shih-Yu 170 (B) 170 (B) *
Cheng, Yu-Tsui 850 (B) 850 (B) *
Euval Barrekette and Olga Barrekette 4,498 (A) 4,498 (A) *
Fishman, Yale 1,224 (A) 1,224 (A) *
Gabel, Seymour 1,208 (A) 1,208 (A) *
GFM - KOLT L.P. (Hollywood Group) 16,450 (A) 16,450 (A) *
</TABLE>
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<TABLE>
<CAPTION>
Number of Number of Percent of
shares shares being outstanding
beneficially offered by shares
owned the to be owned
prior to selling upon completion
Name of Selling Shareholder this offering shareholders of offering
------------------------------------------------------ --------------- ------------- ---------------
<S> <C> <C> <C>
Huang, Hsi-Sheng 15,945 (B) 15,945 (B) *
Huang, Shu-Chun 5,525 (B) 5,525 (B) *
Igal Slonim Trust Options and Warrants 19,532 (A) 19,532 (A) *
Israel Research and Development Co. LTD. 49,904 (A) 49,904 (A) *
Itochu Techno-Science Corporation 25,150 (A) 25,150 (A) *
Jacobs, Harlan 570 (A) 570 (A) *
Jotkowitz, Seymour 2,446 (A) 2,446 (A) *
Kuo, Shu-Hsien 922 (B) 922 (B) *
Lin, Chi-Tsao 170 (B) 170 (B) *
Logicom Holdings Inc. 92,838 (A) 92,838 (A) *
Lu Ho, Mei-Fan 38,505 (B) 38,505 (B) *
Marie Wolpert Marital Trust 11,958 (A) 11,958 (A) *
Medved, Benjamin 28,168 (A) 28,168 (A) *
Medved, David 548,131 (A)(C) 548,131 (A)(C) *
Medved, Harry 28,168 (A) 28,168 (A) *
Medved, Jonathan 28,972 (A) 28,972 (A) *
Medved, Michael 51,458 (A) 51,458 (A) *
Medved, Yael Amishav 165,850 (A) 165,850 (A) *
Moskowitz, Henry & Rose 74,692 (A) 74,692 (A) *
ROM Associates 732 (A) 732 (A) *
Schottenstein, Richard 1,006 (A) 1,006 (A) *
Shen, Yun 133,450 (B) 133,450 (B) *
Shilo, Nathan Trustee 411,523 (D) 411,523 (D) *
Talmor, Michael and Slonim, Igal Trustees 275,112 (E) 275,112 (E) *
Sonnenschein, Irving & Martha 1,344 (A) 1,344 (A) *
Tsou, Li-Chung 11,050 (B) 11,050 (B) *
U.S. Investors Ltd. 4,886 (A) 4,886 (A) *
Unicycle Corp. 44,818 (A) 44,818 (A) *
Wei, Li-Ming 2,550 (B) 2,550 (B) *
</TABLE>
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(A) These shares were issued in connection with MRV's acquisition of the
outstanding capital stock of Jolt Ltd. from these selling stockholders.
These shares reflect approximately 76.5% of the shares issued in connection
with MRV's Jolt acquisition. The balance of the shares issued in the
Jolt-Acquisition (249,302 shares, or approximately 23.5% of the aggregate
of 1,060,856 shares MRV issued to acquire Jolt, Ltd.) are held in trust by
Michael Talmor and Igal Slonim as Trustees, who plan to sell the shares and
hold the proceeds to secure the indemnification obligations incurred by the
Jolt shareholders in connection with Jolt acquisition. Up to all of
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the proceeds from the sales by Messrs Talmor and Slonim as trustees may be
paid to MRV to satisfy MRV's claims for indemnification and or for partial
repayment of the purchase price. Any amounts that are not required to
satisfy MRV's claims are to be released from the trust in April 2002.
(B) These shares were issued in connection with MRV's acquisition of
approximately 99.9% of the outstanding capital stock of Optronics
International Corp., or OIC, a Taiwan corporation from these selling
stockholders and others listed in the Company's prospectus dated September
6, 2000. Approximately 40% of the shares listed in the table for each of
these stockholders have been placed in escrow (the "OIC Escrowed Shares")
to secure indemnification obligations incurred by the OIC shareholders in
connection with that acquisition. Up to all of the OIC Escrowed Shares may
be returned to MRV to satisfy MRV's claims for indemnification. Up to
one-third of the OIC Escrowed Shares (other than those held by the
principal employees of OIC) are to be released from the escrow in July 2001
and any OIC Escrowed Shares that are not required to satisfy MRV's
indemnity claims are to be released from the escrow in July 2002. Each of
these selling shareholders have agreed that they will not, acting as a
group with other selling shareholders, sell more than 100,000 shares at one
time in any given month. This restriction does not apply if a selling
shareholder is selling the shares alone and not in concert in any way with
any other of these selling shareholders. This prospectus supplement
corrects errors in certain of the names of the selling shareholders listed
in MRV's prospectus dated September 6, 2000.
(C) Of the shares reflected in the table, MRV issued 136,608 shares to Dr.
Medved in connection with its acquisition of the outstanding capital stock
of Jolt Ltd. The balance of the shares reflected in the table for Dr.
Medved, or 411,523 shares, are issuable upon exercise of options to
purchase MRV's Common Stock at $2.625 per share. These options vest in
equal installments of 2.778% per month from May 31, 2000 so long as Dr.
Medved remains with Jolt, and are exercisable until May 30, 2005.
(D) Consists of 411,523 shares issuable upon exercise of outstanding options
issued in favor of employees of Jolt, for which Mr. Nathan Shilo serves as
Trustee at $2.625 per share. These options vest in equal installments of
1.667% per month from May 31, 2000 and may be exercised by Mr. Shilo on
behalf of the respective employees entitled so long as such employee
remains with Jolt and remain exercisable until May 30, 2005.
(E) Consists of (i) 249,302 shares that Mr. Slonim holds as co-trustee (with
Mr.Talmor) as described in Note (A), and (ii) 25,810 shares issuable upon
exercise of outstanding options and warrants at $2.625 per share that were
issued in substitution for options and warrants of Jolt outstanding at the
time of its acquisition by MRV and were held by Mr. Slonim.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS NOVEMBER 16, 2000
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