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September 15, 1999 12:28
MRV COMMUNICATIONS INC amends offer.
Excerpted from S-3/A filed on 09/15 by MRV COMMUNICATIONS INC:
MRV COMMUNICATIONS INC amends offer.
Registration Statement (File no. 333-00210) registering a total of
3,332,782 shares of Common Stock (1,666,391 before giving effect to a
2-for-1 forward stock split effected July 29, 1996). 1,058,419 shares of
Common Stock Issuable upon exercise of outstanding warrants are being
carried forward from that Registration Statement. Such 1,058,419 shares
being carried over are not included in the table.
(4) A filing fee of $34,406.66 was previously paid in connection with
Registration Statement (File no. 333-17537) registering a total of
5,160,999 shares of Common Stock. 640,000 shares of Common Stock,
consisting of 200,000 outstanding shares and 440,000 shares issuable upon
exercise of outstanding warrants are being carried forward from that
Registration Statement. Such 640,000 shares being carried over are not
included in the table.
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.
In accordance with Rule 429 under the Securities Act of 1933, the
prospectus contained herein constitutes a combined prospectus relating to this
Registration Statement and the Registration Statement Nos. 333-00210 and 333-
17537.
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 SEPTEMBER 15, 1999
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
2,030,119 shares of MRV's common stock. Of that common stock, the selling
stockholders are offering up to
- 200,000 shares that they own outright; and
- 1,830,119 shares that they may purchase upon their exercise of
warrants that they own.
MRV's common stock is listed on The Nasdaq National Market under the symbol
"MRVC." On September , 1999, the closing price on The Nasdaq National Market
was $________ per share.
The selling stockholders may offer their MRV 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." We will not receive
any proceeds from the sales of shares by the selling stockholders.
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 the MRV shares offered or sold under this prospectus,
nor have these organizations determined that this prospectus is accurate or
complete. Any representation to the contrary is a criminal offense.
MRV has received from the Securities Authority of the State of Israel an
exemption from the obligation to publish this prospectus in the manner required
for the publication of a prospectus pursuant to the prevailing laws of Israel.
Nothing in such exemption shall be construed as authentication or approval of
the reliability or accuracy of the matter contained in this prospectus or as an
expression of opinion as to the quality of the securities that are offered by
this prospectus.
The date of this prospectus is September , 1999
(End of Item Excerpt)
(End of Item Excerpt)
USE OF PROCEEDS
MRV will not receive any proceeds from the sales of shares of common
stock by the selling stockholders. MRV will add the net proceeds, if any,
received from the exercise of the warrants to working capital and use it for
general corporate purposes. There can be no assurance that any of the warrants
will be exercised.
DIVIDEND POLICY
MRV has never declared or paid cash dividends on its common stock since
its inception. MRV currently intends to retain all of its earnings, if any, for
use in the operation and expansion of its business and does not intend to pay
any cash dividends to its stockholders in the foreseeable future.
(End of Item Excerpt)
(End of Item Excerpt)
SELLING STOCKHOLDERS
The following table sets forth certain information regarding the
beneficial ownership of shares of common stock by the selling stockholders as of
August 25, 1999. 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 MRV's 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, no estimate can be
given 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 MRV is
advised will be set forth in a prospectus supplement to the extent required.
Number of shares of common stock(1)
Total
beneficially
Owned Issuable owned and Percent-
outright upon offered by age
before exercise of this owner-
Name and Address of Selling Stockholders this offering warrants prospectus ship
Banque Privee Edmond de Rothschild/Geneva 10,000 10,000 *
c/o Brown Brothers Harriman
59 Wall Street
New York, NY 10005
Robert Coane 6,000 6,000 *
46 West Lane
Bay Shore, NY 11706
The Excelsior Fund 50,000 50,000
7616 North 69th Place
Paradise Valley, AZ 85253
Holger Germer 28,000 28,000 *
c/o MRV Communications, Inc.
295 Foster Street
Littleton, MA 01496
GME Designs, Inc. 32,000 32,000 *
c/o MRV Communications, Inc.
295 Foster Street
Littleton, MA 01496
(End of item excerpt.)
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MRV
COMMUNICATIONS
- MRVC
Price
21 9/32
Net Change
-2 7/32
Volume (000)
1410
Day High
23 9/16
Day Low
19 3/4
as of
09/15/99 12:50
PM EDT
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