SEC MRV COMMUNICATIONS INC files for common stock relating to merger. ( ).
ABOUT THIS PROSPECTUS
Under this prospectus, we may offer and issue shares of our common stock
having an aggregate value of up to $800,000,000 in connection with the
acquisition of various businesses. We may issue the shares in mergers or
consolidations or in exchange for shares of capital stock, partnership interests
or other tangible or intangible assets representing a direct or indirect
interest in other companies or enterprises, or for debt obligations of the
acquired businesses. If we issue warrants, options, convertible debt
obligations, equity securities, contingent rights or other similar instruments
in connection with acquisitions, we may reserve shares for issuance to cover the
offering, issuance and sale upon exercise or conversion of such rights.
When we issue shares under this prospectus, we may promise the recipient
that the amount the recipient receives from a later sale of such shares will not
be lower than the valuation (or a specific amount related to such valuation) we
used at the time we originally issued the shares. This guaranty will be limited
in duration and may require us to make up any shortfall (including any shortfall
attributable to brokers' commissions and selling expenses) in cash or by issuing
additional shares under this prospectus.
For each acquisition, we expect to negotiate the terms with the owners or
controlling persons of the businesses we plan to acquire. We will value the
shares issued or reserved in each acquisition based on or related to market
prices for our common stock on the Nasdaq National Market. Such valuation may
occur at the time we agree to the terms of an acquisition, the time of delivery
of our shares, during periods ending at or about such times based on average
market prices, or otherwise.
We will not pay underwriting discounts or commissions, although we may pay
brokers' or finders' fees with respect to specific acquisitions -- in some
cases, we may issue shares under this prospectus in full or partial payment of
such fees. Any person who receives such fees may be deemed to be an underwriter
within the meaning of the United States Securities Act of 1933, as amended (the
Securities Act).
With our consent, persons who have received or will receive shares under
this prospectus in connection with acquisitions (selling stockholders) may use
this prospectus to sell such shares at a later date.
2
ABOUT MRV
Our core operations include the design, manufacture and sale of two groups
of products:
- 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
- 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) 773-9044 and our fax
number is (818) 773-0906.
In this prospectus, the terms "company," MRV, "we," "us," and "our" refer
to MRV Communications, Inc., a Delaware corporation, and, unless the context
otherwise indicates, "common stock" refers to the common stock, par value
$0.0017 per share, of MRV.
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.
RECENT DEVELOPMENTS
Between April 1 and August 1, 2000, we have made several acquisitions,
including the following:.
On April 24, 2000, we acquired approximately 97% of the outstanding capital
stock of Fiber Optic Communications, Inc., or FOCI, a Republic of China
corporation, which manufactures passive fiber optic components and has
facilities in both Taiwan and the People's Republic of China. The
3
purchase price we paid was approximately $310.4 million in cash, common stock
and options to purchase our common stock.
On July 12, 2000, we acquired virtually all of the outstanding capital
stock of Quantum Optech Inc., or QOI, a Republic of China corporation, which
manufactures active and passive fiber optic components. The purchase price we
paid was approximately $31.2 million in common stock and options to purchase our
common stock.
On July 12, 2000, we acquired the outstanding capital stock of Astroterra
Corporation, a California corporation, which manufactures high-speed optical
wireless communications products. The purchase price paid was approximately
$159.3 million in common stock and options to purchase our common stock.
On July 21, 2000, we acquired approximately 99.9% of the outstanding
capital stock of Optronics International Corp., or OIC, a Republic of China
corporation, which manufactures active fiber optic components. The purchase
price we paid was approximately $103.2 million in our common stock and options
to purchase common stock of MRV.
In connection with the foregoing acquisitions and others we paid an
aggregate of approximately $48.6 million in cash and issued 12,138,000 shares of
our common stock and options to purchase an aggregate of 3,325,000 shares of our
common stock at an weighted average exercise price of $3.00 per share. In
addition, between January 1 and August 24, 2000, we have paid an aggregate of
approximately $12.0 million in cash and issued an aggregate of 1,157,000 shares
of our common stock in connection with investments we have made in our partner
companies, including RedC Optical Networks, Inc., Optical Crossing, Inc.,
Charlotte's Networks, Inc. and Zaffire, Inc.
We have agreed to contribute the capital stock of FOCI, QOI and OIC to our
wholly owned subsidiary, Luminent, Inc. On July 26, 2000, Luminent filed a
registration statement with the Securities and Exchange Commission for the
initial public offering of its common stock. We have announced that we currently
plan, within six to 12 months after Luminent's initial public offering, to
distribute all of the shares of Luminent common stock we own to the holders of
our common stock, subject to certain conditions including our receipt of a
favorable tax ruling, board approval as well as market conditions.
A registration statement relating to Luminent's common stock has been filed
with the Securities and Exchange Commission by Luminent but has not yet become
effective. Those Luminent securities may not be sold nor may offers to buy be
accepted, prior to the time the registration statement becomes effective. This
announcement does not constitute an offer to sell or the solicitation of an
offer to buy. There will not be any sale of these securities in any State in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such State. |
