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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): APRIL 27, 2000
MRV COMMUNICATIONS, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 06-1340090
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
8943 FULLBRIGHT AVE
CHATSWORTH, CA 91311
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
ISSUER'S TELEPHONE NUMBER: (818)767-9044
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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Item 5. Other Events
On April 27, 2000, MRV Communications, Inc. issued a press release
announcing its financial results at, and for the three months and year ended,
March 31, 2000 and the signing of definitive agreements to acquire Jolt Ltd., a
pioneer in Optical Wireless Communications, Optronics International Corp.
("OIC"), a leading manufacturer of Laser Diodes and Transceivers and Quantum
Optech Inc. ("QOI") a manufacturer of Optical Thin Film Coating and Filters for
Dense Wavelength Division Multiplexing ("DWDM"). A copy of that press release is
attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by
reference
Item 7. Financial Statements and Exhibits
(c) Exhibits
99.1 Press Release dated April 27, 2000.
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SIGNATURES
]Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, hereunto duly authorized.
Date: May 3, 2000
MRV COMMUNICATIONS, INC.
By: /s/ EDMUND GLAZER
---------------------------
Edmund Glazer
Executive Vice President Finance
and Administration
and Chief Financial Officer
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EXHIBIT 99.1
Thursday April 27, 4:17 pm Eastern Time
Company Press Release
MRV Announces First Quarter Results and the Acquisitions of Jolt Ltd., Optronics
International Corp. and Quantum Optech Inc.
Unification of Optical Component Activities to Take Place Under Newly Formed
Luminent Inc.
CHATSWORTH, Calif.--(BUSINESS WIRE)--April 27, 2000-- MRV Communications Inc.
(Nasdaq:MRVC - news) today announced the signing of definitive agreements to
acquire Jolt Ltd., a pioneer in Optical Wireless Communications, Optronics
International Corp. ("OIC"), a leading manufacturer of Laser Diodes and
Transceivers and Quantum Optech Inc. ("QOI") a manufacturer of Optical Thin Film
Coating and Filters for Dense Wavelength Division Multiplexing ("DWDM").
In addition, MRV announced that it has successfully closed the Fiber Optic
Communications Inc. ("FOCI") acquisition which was previously announced on Feb.
22, 2000.
QOI
QOI is a leading manufacturer of optical thin film coating and components used
to control the propagation of light in DWDM and CWDM applications. This
technology has become increasingly important as the demand for bandwidth drives
up the number of wavelengths required in WDM systems.
QOI's competitors in this field include Optical Coating Laboratory Inc.,
recently acquired by JDS Uniphase, and NetOptix, acquired by Corning.
QOI was founded by Dr. W.N. Wang who is now a professor at the University of
Bath, England, and currently serves as chairman and the head of research of QOI.
QOI is located in Taiwan.
OIC
OIC is a leading manufacturer of high temperature semiconductor lasers,
transceivers and detectors for optical networks. Its laser diodes are
particularly suitable for fiber to the home applications. The company has 170
people, of which more than 35 are scientific and engineering staff.
OIC has a foundry located at its headquarters facility in Hsinchu Science Park,
Taiwan. The company was founded by Dr. C.J. Hwang, a pioneer of the fiber optic
industry, and a veteran of Bell Laboratories and Hewlett-Packard Research
Laboratories. Dr. Hwang currently serves as president of OIC.
Noam Lotan, president and chief executive officer of MRV commented: "Our
motivation in acquiring OIC and QOI is clear. Our optical components business
stood to benefit greatly from the additional abilities to produce high
temperature semiconductor lasers and DWDM filters before launching its IPO.
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"Now that we have closed the FOCI transaction and with the QOI and OIC
acquisitions expected to close in Q2 we intend to file for the IPO in 90 days.
The IPO will be under the name Luminent Inc., which was recently formed to merge
our Optical Access business with FOCI and will now include QOI and OIC."
Jolt
Jolt is a pioneer in wireless optics and its products are currently operating on
six continents, with more than 3,000 systems already installed. Jolt currently
offers all-weather (except for heavy fog) 2km links and has built its reputation
on conservative specifications and reliability.
Jolt, which is located in Jerusalem, was founded by Dr. David Medved, who is
widely known for his pioneering work in the physics of over-the-air optics.
MRV believes that the mesh architecture of Jolt's systems is much more cost
effective, reliable and has better performance than the point to multi-point
system proposed by Terabeam.
Terms of the agreements with QOI, OIC and Jolt call for the combined exchange of
a total of approximately 3,400,000 shares of MRV common stock, subject to
limited adjustment for certain conditions, for all of the outstanding shares of
each of these companies. These transactions are subject to certain regulatory
approvals and are expected to close within the next 60 days.
Financial
Revenues for the three months ended March 31, 2000 and 1999, were $65,072,000
and $70,116,000, respectively. Pro forma net income, before amortization of
acquisition intangibles and recognized development stage enterprise costs was
$790,000 for the first quarter of 2000, compared with $1,896,000 for the first
quarter of 1999.
Pro Forma Basic and Diluted Earnings per Share before amortization of
acquisition intangibles and recognized development stage enterprise costs for Q1
2000 were 3 cents compared with 7 cents basic and 6 cents diluted in the first
quarter of 1999.
Net Loss, including amortization of acquisition intangibles and recognized
development stage enterprise costs was $5,864,000 for the first quarter of 2000,
compared with $909,000 for the first quarter of 1999.
Basic and diluted losses per share, including amortization of acquisition
intangibles and recognized development stage enterprise costs for Q1 2000, were
21 cents, compared with 3 cents in the first quarter of 1999.
Changes in the company's ownership levels in partner companies will cause, from
time to time, changes as to which partner companies are consolidated into the
company's results. Through Dec. 31, 1999, MRV's consolidated financial
statements included those of Hyperchannel Ltd.
The investment round in Hyperchannel that was completed in January 2000 reduced
MRV's ownership level in Hyperchannel to below 50 percent and their results have
therefore been accounted for on the equity method and are no longer consolidated
with those of MRV.
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About MRV Communications
MRV Communications is a world-class leader in optical network components and
systems. The company has leveraged its early leadership in fiber optic
transmission into a well-focused range of solutions, integrating switching,
routing, access servers and optical transmission systems.
As the Internet evolves into a single global communication network, MRV has
launched the development of new technologies to drive the next-generation
infrastructures. Such developments encompass optical access systems,
subscribers' management systems and Linux-based solutions.
MRV has initiated and funded cutting-edge start-up companies including Zaffire
Inc. (formerly known as New Access Communications), Charlotte's Networks,
Hyperchannel, Zuma Networks and, most recently, RedC Optical Networks Inc. MRV's
Web site is located at http://www.mrv.com.
This release may contain forward-looking statements that involve risks and
uncertainties. These statements may differ materially from actual future events
or results. Readers are referred to the documents filed by MRV with the
Securities and Exchange Commission, specifically the most recent reports on
Forms 10K and 10Q, which identify important risk factors that could cause actual
results to differ from those contained in the forward-looking statements,
including potential fluctuations in operating results, dependence on new product
developments, rapid technological and market changes, manufacturing risks,
volatility of the company's stock price, financial risk management and future
growth subject to risks. The announcement of the anticipated filing of any
registration statements contained herein does not constitute an offer of any
securities for sale.
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MRV COMMUNICATIONS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
March 31, Dec. 31,
2000 1999
(unaudited) (audited)
----------- ---------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash & cash equivalents $ 19,467 $ 34,330
Short-term investments 10,344 10,141
Accounts receivable 54,374 60,637
Inventories 37,569 35,392
Refundable income taxes 3,789 3,216
Deferred income taxes 6,800 6,907
Other current assets 6,211 6,336
Total current assets 138,554 156,959
PROPERTY AND EQUIPMENT - At cost,
net of depreciation and amortization 17,226 19,600
OTHER ASSETS:
Goodwill 26,201 27,214
U.S. Treasury notes 96,253 97,704
Investments in partner companies 24,258 4,232
Deferred income taxes 5,479 5,324
Loan financing costs and other 3,143 3,500
$ 311,114 $ 314,533
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current maturities of financing
lease obligations $ 122 $ 198
Accounts payable 23,789 33,455
Accrued liabilities 15,690 15,403
Deferred revenue 1,041 1,478
Total current liabilities 40,642 50,534
LONG-TERM LIABILITIES
Convertible debentures 90,000 90,000
Capital lease obligations,
net of current portion 1,268 1,481
Deferred income taxes 281 281
Other long-term liabilities 1,942 2,647
Total long term liabilities 93,491 94,409
MINORITY INTERESTS 2,394 2,775
STOCKHOLDERS' EQUITY:
Preferred stock, $0.01 par value:
1,000 shares authorized
no shares outstanding -- --
Common stock, $0.0034 par value:
80,000 shares authorized and
28,668 shares outstanding in 2000
and 28,117 shares outstanding in 1999 126 124
Additional paid-in capital 204,841 191,440
Treasury Stock (133) (133)
Retained earnings (deficit) (24,241) (18,377)
Cumulative translation adjustments (6,006) (6,239)
Total stockholders' equity 174,587 166,815
$ 311,114 $ 314,533
</TABLE>
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MRV COMMUNICATIONS INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended
--------------------------
March 31, March 31,
2000 1999
(Unaudited) (Unaudited)
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<S> <C> <C>
REVENUES, net $ 65,072 $ 70,116
COSTS AND EXPENSES:
Cost of goods sold 42,736 46,366
Research and development
expenses 6,060 7,256
Research and development
expenses of consolidated
development stage enterprises 5,831 2,336
Selling, general and
administrative expenses 16,028 14,718
Operating (loss) income (5,583) (560)
Interest expense related
to convertible notes 1,125 1,125
Other income (expense), net(a) 637 1,403
Provision (credit) for income taxes (494) 627
Minority interests 287 --
NET INCOME (LOSS) $ (5,864) $ (909)
NET INCOME (LOSS) PER SHARE - BASIC $ (0.21) $ (0.03)
NET INCOME (LOSS) PER SHARE - DILUTED $ (0.21) $ (0.03)
SHARES USED IN PER -
SHARE CALCULATION - BASIC 28,425 26,650
SHARES USED IN PER -
SHARE CALCULATION - DILUTED 28,425 26,650
</TABLE>
(a) INCLUDES COST OF UNCONSOLIDATED DEVELOPMENT STAGE ENTERPRISES OF $486 IN
2000
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<TABLE>
<S> <C> <C>
SUPPLEMENTAL PRO FORMA INFORMATION (Unaudited)
AMORTIZATION OF INTANGIBLES
FROM ACQUISITIONS, net of tax effects 1,014 791
DEVELOPMENT STAGE ENTERPRISES,
net of tax effects 5,640 2,014
NET INCOME BEFORE AMORTIZATION
OF ACQUISITION INTANGIBLES AND
RECOGNIZED DEVELOPMENT
STAGE ENTERPRISE COSTS 790 1,896
EARNINGS PER SHARE BEFORE
AMORTIZATION OF ACQUISITION
INTANGIBLES AND RECOGNIZED
DEVELOPMENT STAGE ENTERPRISE
COSTS - BASIC $ 0.03 $ 0.07
EARNINGS PER SHARE BEFORE
AMORTIZATION OF ACQUISITION
INTANGIBLES AND RECOGNIZED
DEVELOPMENT STAGE ENTERPRISE
COSTS - DILUTED $ 0.03 $ 0.06
SHARES USED IN PER -
SHARE CALCULATION - BASIC 28,425 26,650
SHARES USED IN PER -
SHARE CALCULATION - DILUTED 31,581 30,207
Contact:
MRV Communications Inc.
Diana Hayden, 818/886-6782 (investor relations)
[email protected]
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