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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. ____)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
MRV COMMUNICATIONS, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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MRV COMMUNICATIONS, INC.
8943 FULLBRIGHT AVENUE
CHATSWORTH, CALIFORNIA 91311
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 10, 2000
TO THE STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of MRV
Communications, Inc., a Delaware corporation (the "Company"), will be held on
May 10, 2000 at 10:00 a.m., local time, at The Chatsworth Hotel, 9777 Topanga
Canyon Blvd, Chatsworth, California 91311, for the following purposes:
1. To approve an amendment to the Company's Certificate of Incorporation to
effect a two-for-one split of the Company's Common Stock, to increase
the number of authorized shares of the Company's Common Stock from
80,000,000 to 160,000,000 shares and to decrease the par value per share
of the Company's Common Stock from $0.0034 to $0.0017.
2. To transact such other business as may properly come before the Special
Meeting and any adjournment thereof.
The foregoing item of business is more fully described in the Proxy
Statement accompanying this Notice.
Only stockholders of record at the close of business on April 5, 2000 are
entitled to notice of and to vote at the Special Meeting.
All stockholders are cordially invited to attend the Special Meeting in
person. However, to assure your representation at the Special Meeting, you are
urged to mark, sign, date and return the enclosed proxy card as promptly as
possible in the postage-prepaid envelope enclosed for that purpose. Any
stockholder attending the Special Meeting may vote in person even if he or she
has returned a proxy.
By Order of the Board of Directors
/s/ Shlomo Margalit
SHLOMO MARGALIT
Secretary
IN ORDER TO ASSURE YOUR REPRESENTATION AT THE SPECIAL MEETING, YOU ARE
REQUESTED TO COMPLETE AND PROMPTLY RETURN THE ENCLOSED PROXY IN THE ENVELOPE
PROVIDED.
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MRV COMMUNICATIONS, INC.
------------------------
PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS
The enclosed Proxy is solicited on behalf of MRV Communications, Inc. (the
"Company") for use at the Special Meeting of Stockholders (the "Special
Meeting") to be held on May 10, 2000 at 10:00 a.m., local time, and at any
adjournment thereof, for the purposes set forth herein and in the accompanying
Notice of Special Meeting of Stockholders. The Special Meeting will be held at
The Chatsworth Hotel, 9777 Topanga Canyon Blvd, Chatsworth, California 91311.
The Company's telephone number is (818) 773-0900.
These proxy solicitation materials were mailed on or about April 11, 2000
to all stockholders entitled to vote at the Special Meeting.
INFORMATION CONCERNING VOTING AND SOLICITATION
RECORD DATE AND SHARES OUTSTANDING
Only stockholders of record at the close of business on April 5, 2000 (the
"Record Date") are entitled to notice of and to vote at the Special Meeting. As
of the Record Date, 28,712,755 shares of the Company's Common Stock were issued
and outstanding. No shares of Preferred Stock are outstanding.
REVOCABILITY OF PROXIES
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time prior to its use by delivering to the Secretary of the
Company a written instrument revoking the proxy or a duly executed proxy bearing
a later date or by attending the Special Meeting and voting in person.
VOTING AND SOLICITATION
Each stockholder is entitled to one vote for each share of Common Stock on
all matters to be voted on by the stockholders. The affirmative vote of a
majority of the outstanding shares of Common Stock is required to approve the
only matter scheduled to be voted on at the Special Meeting: the amendment of
the Company's Certificate of Incorporation to effect a two-for-one split of the
Company's Common Stock and to increase the number of authorized shares of the
Company's Common Stock from 80,000,000 to 160,000,000 shares and decrease the
par value per share of the Company's Common Stock from $0.0034 to $$0.0017 (the
"Amendment").
Upon the execution and return of the enclosed form of proxy, the shares
represented thereby will be voted in accordance with the terms of the proxy,
unless the proxy is revoked. If no directions are indicated in such proxy, the
shares represented thereby will be voted "FOR" the approval of the proposed
Amendment. For purposes of the approval of the proposed Amendment, both
abstentions and broker non-votes will have the same effect as votes against this
proposal.
The cost of soliciting proxies will be borne by the Company. The Company
may reimburse brokerage firms and other persons representing beneficial owners
of shares of their expenses in forwarding solicitation material to such
beneficial owners. Proxies may also be solicited by certain of the Company's
directors, officers and employees, without compensation, personally or by
telephone, telegram, letter or facsimile.
QUORUM; ABSTENTIONS; BROKER NON-VOTES
A majority of the outstanding shares of Common Stock entitled to vote on
the Record Date, whether present in person or represented by proxy, shall
constitute a quorum for the transaction of business at the
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Special Meeting or any adjournment thereof. The Company intends to include
abstentions and broker non-votes as present or represented for purposes of
establishing a quorum for the transaction of business.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Common Stock as of the Record Date of (i) each person known by
the Company to own beneficially 5% or more of the Common Stock, (ii) each
current director of the Company, (iii) the Company's Chief Executive Officer and
the Company's other current most highly compensated executive officers who
received in excess of $100,000 in total compensation for the year ended December
31, 1999, and (iv) all current directors and executive officers as a group. The
shares information presented below does not reflect the proposed two-for-one
split of the Company's Common Stock.
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY OWNED(2)
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NAME AND ADDRESS(1) NUMBER PERCENT
------------------- ----------- -------
<S> <C> <C>
Shlomo Margalit........................................... 1,668,530 5.8
Noam Lotan(3)............................................. 763,437 2.7
Ken Ahmad(4).............................................. 294,464 1.0
Edmund Glazer(5).......................................... 39,000 *
All Directors and Executive Officers as a Group (8
persons)(6)............................................. 2,889,431 10.0
</TABLE>
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* Less than one percent.
(1) Except as noted below, the address of each of the persons listed is c/o MRV
Communications, Inc., 8943 Fullbright Avenue, Chatsworth, CA 91311.
(2) Pursuant to the rules of the Securities and Exchange Commission ("SEC"),
shares of Common Stock that an individual or group has a right to acquire
within 60 days pursuant to the exercise of options or warrants are deemed to
be outstanding for the purpose of computing the percentage ownership of such
individual or group, but are not deemed to be outstanding for the purpose of
computing the percentage ownership of any other person shown in the table.
(3) Includes 30,000 shares issuable pursuant to stock options exercisable within
60 days from the Record Date.
(4) Includes 156,000 shares issuable pursuant to stock options exercisable
within 60 days from the Record Date
(5) Includes 19,000 shares issuable pursuant to stock options exercisable within
60 days from the Record Date.
(6) Includes 279,000 shares issuable pursuant to stock options exercisable
within 60 days from the Record Date.
PROPOSAL TO AMEND THE CERTIFICATE OF INCORPORATION
The Board of Directors has determined that it is in the best interests of
the Company and its stockholders to amend the Company's Certificate of
Incorporation to effect a two-for-one split of the Company's Common Stock (the
"Stock Split"), to increase the number of authorized shares of the Common Stock
of the Company from 80,000,000 to 160,000,000 shares and to decrease the par
value per share of the Company's Common Stock from $0.0034 to $0.0017.
Accordingly, the Board of Directors has unanimously approved the proposed
Certificate of Amendment to the Company's Certificate of Incorporation, in
substantially the form attached hereto as Exhibit A (the "Certificate of
Amendment"), and hereby solicits the approval of the Certificate of Amendment by
the Company's stockholders.
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If the stockholders approve the Certificate of Amendment, the Board of
Directors currently intends to file the Certificate of Amendment with the
Secretary of State of the State of Delaware promptly following such stockholder
approval. The date of such filing with the Delaware Secretary of State would be
the effective date (the "Effective Date") of the Stock Split, entitling holders
of record of the Company's Common Stock on the Effective Date to the additional
shares resulting from the Stock Split. Following the Effective Date, the Company
will mail to each stockholder of record on the Effective Date, a share
certificate representing the number of shares of the Company's Common Stock
that, when aggregated with the number of shares held by such stockholder on the
Effective Date, will equal two (2) times the number of shares of the Company's
Common Stock held by such stockholder on the Effective Date. For example, if a
stockholder owns 100 shares of Common Stock of the Company on the Effective
Date, the Company will mail to such stockholder a stock certificate for 100
shares. Therefore, the stockholder would be the owner of 200 shares of the
Common Stock as of the Effective Date.
In connection with the Stock Split, the numbers of shares of Common Stock
subject to outstanding warrants and options and reserved for issuance under the
Company's stock option and warrant programs would be proportionately adjusted to
reflect the Stock Split described above, and the exercise prices of outstanding
warrants and options would be proportionately reduced.
PURPOSE OF THE PROPOSED AMENDMENT
The objectives of the Stock Split are to lower the market price of the
Company's Common Stock and to increase its trading activity, each of which is
expected to increase the liquidity and broaden the marketability of the
Company's Common Stock. The purpose for reducing the par value per share of
Common Stock is merely to decrease the par value to correspond to the Stock
Split. The objectives of the increase in the authorized number of shares of
Common Stock from 80,000,000 to 160,000,000 shares are to ensure that there is a
sufficient number of authorized shares to effect the Stock Split and to have
sufficient shares available for future issuances. For these reasons, the Board
of Directors believes that the Stock Split and the increase in the authorized
number of shares of Common Stock are in the best interest of the Company and its
stockholders.
The Board of Directors believes that it is prudent to increase the
authorized number of shares of Common Stock to the proposed level in order to
provide (after giving effect to the Stock Split) a reserve of shares available
for issuance to meet business needs as they arise. Such future activities may
include, without limitation, financings, establishing strategic relationships
with corporate partners, providing equity incentives to employees, officers or
directors, or effecting future stock splits or dividends. The additional shares
of Common Stock authorized but not required to effect the Stock Split may also
be used to acquire or invest in complementary companies, businesses or products
or to obtain the right to use complementary technologies. For example, upon the
closing of its recently announced agreement with the shareholders of Fiber Optic
Communications, Inc., a Republic of China corporation (the "FOCI transaction"),
the Company will be obligated to issue 2,400,000 additional shares of Common
Stock. Except in connection with the FOCI transaction and pursuant to
outstanding warrants and warrants and options under the Company's employee
benefit programs, the Company continues to evaluate and conduct discussions with
third parties with respect to potential acquisitions or investments. However,
the probability that the Company will enter into any such transaction is
presently uncertain.
The additional Common Stock issuable upon the Stock Split would have rights
identical to the currently outstanding Common Stock of the Company. Adoption of
the proposed Certificate of Amendment would not affect the rights of the holders
of currently outstanding Common Stock of the Company, except for effects
incidental to increasing the number of shares of the Company's Common Stock
outstanding.
POSSIBLE EFFECTS OF THE PROPOSED AMENDMENT
If the stockholders approve the proposed Certificate of Amendment, the
Board of Directors may cause the issuance of additional shares of Common Stock
without further vote of the stockholders of the Company, except as provided
under Delaware corporate law or under the rules of any national securities
exchange or The Nasdaq National Market on which shares of Common Stock of the
Company are then listed. Current holders
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of Common Stock have no preemptive or like rights, which means that current
stockholders do not have a prior right to purchase any new issue of capital
stock of the Company in order to maintain their appropriate ownership thereof.
The issuance of additional shares of Common Stock would decrease the
proportionate equity interest of the Company's current stockholders and,
depending upon the price paid for such additional shares, could result in
dilution to the Company's current stockholders.
In addition, the Board of Directors could use authorized but unissued
shares to create impediments to a takeover or a transfer of control of the
Company. Accordingly, the increase in the number of authorized shares of Common
Stock may deter a future takeover attempt which holders of Common Stock may deem
to be their best interest or in which holders of Common Stock may be offered a
premium for their shares over the market price. The Board of Directors is not
currently aware of any attempt to take over or acquire the Company. While it may
be deemed to have potential anti-takeover effects, the proposed amendment to
increase the authorized Common Stock is not prompted by any specific effort or
takeover threat currently perceived by management.
REQUIRED VOTE; RECOMMENDATION OF BOARD OF DIRECTORS
The affirmative vote of a majority of the outstanding shares of Common
Stock entitled to vote will be required to approve the Certificate of Amendment.
Both abstentions and broker non-votes will have the same effects as votes
against this proposal.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR"
APPROVAL OF THE CERTIFICATE OF AMENDMENT
TRANSACTION OF OTHER BUSINESS
The Board of Directors of the Company knows of no other matters which may
be brought before the Special Meeting. If any other matters properly come before
the Special Meeting, or any adjournment thereof, it is the intention of the
persons named in the accompanying form of Proxy to vote the Proxy on such
matters in accordance with their best judgment.
By Order of the Board of Directors
/s/ Shlomo Margalit
SHLOMO MARGALIT
Secretary
Chatsworth, California
April 11, 2000
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EXHIBIT A
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
MRV COMMUNICATIONS, INC.
MRV Communications, Inc., a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"), pursuant to the provisions of
the General Corporation Law of the State of Delaware (the "DGCL"), DOES HEREBY
CERTIFY as follows:
FIRST: The Certificate of Incorporation of the Company is hereby
amended by deleting paragraphs A and B of Section 4 of the Certificate of
Incorporation in their present form and substituting therefor new
paragraphs A and B of Section 4 in the following form:
A. This corporation is authorized to issue two classes of stock, to
be designated, respectively, "Common Stock" and "Preferred Stock." The
total number of shares of this corporation is authorized to issue is One
Hundred Sixty One Million (161,000,000) shares of capital stock.
B. Of such authorized shares, One Hundred Sixty Million
(160,000,000) shares shall be designated "Common Stock" and have a par
value of $.0017 per share. One Million (1,000,000) shares shall be
designated "Preferred Stock" and have a par value of $0.01 per share.
Upon the filing of this Certificate of Amendment of the Certificate of
Incorporation, each share of Common Stock of the corporation outstanding
immediately prior to such filing shall be reconstituted as and converted
into two shares of Common Stock.
SECOND: The amendment to the Certificate of Incorporation of the
Corporation set forth in this Certificate of Amendment has been duly
adopted in accordance with the provisions of Section 242 of the DGCL by (a)
the Board of Directors of the Corporation having duly adopted a resolution
setting forth such amendment and declaring its advisability and submitting
it to the stockholders of the Corporation for their approval, and (b) the
stockholders of the Corporation having duly adopted such amendment by vote
of the holders of a majority of the outstanding stock entitled to vote
thereon at a special meeting of stockholders called and held upon notice in
accordance with Section 222 of the DGCL.
IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be
hereunto affixed and this Certificate of Amendment to be signed by Noam Lotan,
its President and Chief Executive Officer, and attested by Shlomo Margalit, its
Secretary, this day of , 2000.
MRV COMMUNICATIONS, INC.
By:
------------------------------------
Noam Lotan
PRESIDENT AND CHIEF EXECUTIVE
OFFICER
ATTEST:
- ---------------------------------------------------------
SHLOMO MARGALIT
Secretary
A-1
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MRV COMMUNICATIONS, INC.
PROXY FOR SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 10, 2000
THIS PROXY IS SOLICITED ON BEHALF OF BOARD OF DIRECTORS
The undersigned, having received notice of the Special Meeting of
Stockholders and the Proxy Statement of the Board of Directors furnished
therewith, hereby appoints Noam Lotan, Shlomo Margalit, and Edmund Glazer, and
each of them, attorney of the undersigned (with full power of substituting him)
for and in the name(s) of the undersigned to attend the Special Meeting of
Stockholders of MRV Communications, Inc. (the "Company") to be held at The
Chatsworth Hotel, 9777 Topanga Canyon Blvd, Chatsworth, California 91311 on May
10, 2000 at 10:00 a.m. and any adjournment or adjournments thereof, and there to
vote and act in regard to all matters which may properly come before said
meeting (except those matters as to which authority is hereinafter withheld)
upon and in respect to all shares of the Common Stock of the Company upon or in
respect of which the undersigned would be entitled to vote or act, and with all
power the undersigned would possess, if personally present, and especially (but
without limiting the general authorization and power hereby given) to vote and
act as follows.
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)
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[X] Please mark your votes as in this example.
1. Proposal to approve an amendment to the
Company's Certificate of Incorporation to
effect a two-for-one split of the Company's
Common Stock, to increase the number of
authorized shares of the Company's Common
Stock from 80,000,000 to 160,000,000 shares
and to decrease the par value per share of
Common Stock from $0.034 to $0.0017.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
2. IN HIS DISCRETION TO TRANSACT SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT OR ADJOURNMENTS
THEREOF.
The shares represented by this Proxy will be
voted as directed by the Stockholder. The
Board of Directors favors Proposal (1) above.
If no instructions are indicated, the
undersigned's vote will be case FOR Proposal
(1) above.
THE UNDERSIGNED HEREBY CONFER(S) UPON SAID
ATTORNEY PROXY DISCRETIONARY AUTHORITY TO VOTE UPON
ANY OTHER MATTERS OF PROPOSALS NOT KNOWN AT THE TIME
OF SOLICITATION OF THIS PROXY WHICH MAY PROPERLY
COME BEFORE THE MEETING.
Attendance of the undersigned at said meeting
or at any adjournment or adjournments thereof will
not be deemed to revoke this Proxy unless the
undersigned shall affirmatively indicate thereat his
intention to vote said shares in person. If a
fiduciary capacity is attributed to the undersigned
in imprint below, this Proxy is signed by the
undersigned in that capacity.
Signature(s)__________________________________________________ Date____________
IMPORTANT: In signing this Proxy, please write name exactly as appearing on
imprint. For stock held jointly, each joint owners should personally sign. For
stock held by corporation, please affix corporate seal.
