anything changed? Part 1
Form S-3/A for MRV COMMUNICATIONS INC filed on Dec 9 1998 3:30PM
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 9, 1998
REGISTRATION NO. 333-64017
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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PRE-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MRV COMMUNICATIONS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 3577/3674 06-1340090
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
8943 FULLBRIGHT AVENUE
CHATSWORTH, CALIFORNIA 91311
(818) 773-9044
(818) 773-0906 (FAX)
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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NOAM LOTAN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
8943 FULLBRIGHT AVENUE
CHATSWORTH, CALIFORNIA 91311
(818) 773-9044
(818) 773-0906 (FAX)
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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Copies to:
Mark A. Klein, Esq.
Susan B. Kalman, Esq.
Freshman, Marantz, Orlanski,
Cooper & Klein
9100 Wilshire Boulevard, 8-East
Beverly Hills, CA 90212-3480
Telephone: (310) 273-1870
Facsimile: (310) 274-8357
Approximate date of commencement of proposed sale to public: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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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.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE 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.
SUBJECT TO COMPLETION -- DATED DECEMBER 9, 1998
PROSPECTUS
$100,000,000
MRV COMMUNICATIONS, INC.
5% CONVERTIBLE SUBORDINATED NOTES DUE 2003
This Prospectus relates to the resale from time to time by the holders (the
"Selling Securityholders") of up to $100,000,000 aggregate principal amount of
5% Convertible Subordinated Notes due 2003 (the "Notes") of MRV Communications,
Inc., a Delaware corporation ("MRV" or the "Company"), and the resale of shares
of Common Stock, par value $0.0034 per share (the "Common Stock"), of the
Company issuable upon the conversion thereof (the "Conversion Shares"). The
Notes were originally issued by the Company in a private placement completed on
June 26, 1998 to the Initial Purchasers (as defined). The Notes were resold by
the Initial Purchasers in transactions exempt from registration under the
Securities Act of 1933, as amended (the "Securities Act"), in the United States
to persons reasonably believed to be "qualified institutional buyers" as defined
in Rule 144A under the Securities Act.
The Notes are convertible into shares of Common Stock at any time on or
after September 21, 1998 and prior to the close of business on the maturity
date, unless previously redeemed or repurchased, at a conversion rate of 36.9720
shares of Common Stock per $1,000 principal amount of Notes (equivalent to a
conversion price of $27.0475 per share), subject to adjustment in certain
events. See "Description of the Notes -- Conversion Rights." The Company's
Common Stock is included for quotation in The Nasdaq Stock Market's National
Market (the "Nasdaq National Market") under the symbol "MRVC." On December 8,
1998, the last reported sales price of the Common Stock in the Nasdaq National
Market was $6.50 per share.
Interest on the Notes is payable on June 15 and December 15 of each year,
commencing on December 15, 1998. The Notes may be redeemed at the option of the
Company on and after June 15, 2001 in whole or in part, at the redemption prices
set forth herein, plus accrued interest to the redemption date. See "Description
of the Notes -- Optional Redemption." Upon a Change of Control (as defined),
holders of Notes will have the right, subject to certain conditions, to require
the Company to purchase all or part of their Notes at 100% of the principal
amount thereof, plus accrued interest to the repurchase date. The Notes are not
entitled to the benefits of any sinking fund.
The Notes constitute unsecured obligations of the Company subordinated in
right of payment to all existing and future Senior Debt (as defined) of the
Company and effectively subordinated in right of payment to all indebtedness and
other liabilities of the Company's subsidiaries. As of June 30, 1998, the
Company and its subsidiaries had approximately $2.9 million of long-term debt
and capital lease obligations to which the Notes were subordinated in right of
payment. The Indenture (as defined) will not restrict the Company from incurring
additional Senior Debt or the Company and its subsidiaries from incurring
indebtedness and other liabilities. See "Description of the
Notes -- Subordination."
The Selling Securityholders may offer Notes or Conversion Shares from time
to time to purchasers directly or through underwriters, dealers or agents. Such
Notes or Conversion Shares may be sold at market prices prevailing at the time
of sale or at negotiated prices. Each Selling Securityholder will be responsible
for payment of any and all commissions to brokers, which will be negotiated on
an individual basis.
PRIOR TO THIS OFFERING, THERE HAS BEEN NO PUBLIC MARKET FOR THE NOTES. THE
COMPANY DOES NOT INTEND TO APPLY FOR LISTING OF THE NOTES ON ANY SECURITIES
EXCHANGE OR FOR QUOTATION OF THE NOTES THROUGH ANY AUTOMATED QUOTATION SYSTEM.
PRIOR TO THIS OFFERING, THE NOTES WERE DESIGNATED FOR TRADING ON THE PRIVATE
OFFERING, RESALE AND TRADING THROUGH AUTOMATED LINKAGES ("PORTAL") MARKET. THE
NOTES ARE NOT EXPECTED TO REMAIN ELIGIBLE FOR TRADING ON THE PORTAL MARKET.
THERE CAN BE NO ASSURANCE THAT ANY TRADING MARKET WILL DEVELOP FOR THE NOTES.
The Company will not receive any of the proceeds from the sale of any Notes
or Conversion Shares by the Selling Securityholders. Expenses of preparing and
filing the registration statement to which this Prospectus relates and all post-
effective amendments will be borne by the Company. See "Plan of Distribution"
for a description of the indemnification arrangements between the Company and
the Selling Securityholders.
SEE "RISK FACTORS" BEGINNING ON PAGE 11 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE NOTES AND THE COMMON
STOCK OFFERED HEREBY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS , 1998
AVAILABLE INFORMATION
The Company is subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, files reports and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Commission at the offices of the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the Commission's regional offices at Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511 and 7
World Trade Center, New York, New York 10048. Copies of such materials can also
be obtained by written request to the Public Reference Section of the Commission
at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. The Common Stock is quoted on The Nasdaq National Market.
Reports and other information concerning the Company may be inspected at the
National Association of Securities Dealers, Inc. at 1735 K Street, N.W.,
Washington, D.C. 20006.
The Company has filed a Registration Statement under the Securities Act
with the Commission with respect to the Securities offered by this Prospectus.
This Prospectus, which constitutes part of the Registration Statement, omits
certain of the information contained in the Registration Statement and the
exhibits thereto on file with the Commission pursuant to the Securities Act of
1933, as amended (the "Securities Act") and the rules and regulations of the
Commission. Statements contained in this Prospectus such as the contents of any
contract or other document referred to are not necessarily complete and in each
instance reference is made to the copy of such contract or other document filed
as an exhibit to the Registration Statement, each such statement being qualified
in all respects by such reference. A copy of the Registration Statement,
including the exhibits thereto, may be inspected without charge at the
Commission's principal office at 450 Fifth Street, N.W., Judiciary Plaza,
Washington, D.C. 20549, and copies of all or any part thereof may be obtained
from the Commission upon the payment of certain fees prescribed by the
Commission. The Commission also maintains a World Wide Web site that contains
reports, proxy and information statements and other information regarding
registrants, such as the Company, that file electronically with the Commission.
The address of the site is sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 1997, filed with the Commission on April 15, 1998;
(2) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1998, June 30, 1998 and September 30, 1998 filed with the
Commission on May 15, 1998, August 14, 1998 and November 13, 1998,
respectively.
(3) The Company's Current Report on Form 8-K filed with the Commission
on February 13, 1998 as amended by the Company's Current Report on Form
8-K/A filed with the Commission on April 17, 1998.
(4) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A filed with the Commission on June 8,
1992, as amended by its Form 8-A/A filed with the Commission on February
24, 1994, including any amendment or report filed for the purpose of
updating such description.
All reports and documents filed by the Company subsequent to the date of
this Prospectus pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act and prior to the termination of the offering of the Securities covered by
this Prospectus shall be deemed to be incorporated by reference and to be a part
hereof from the date of filing of such documents.
Any statement contained herein or in a document incorporated by reference
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent
2
that such statement is modified or replaced by a statement contained in this
Prospectus or in any other subsequently filed document that also is or is deemed
to be incorporated by reference into this Prospectus. Any such statement so
modified or superseded shall not be deemed, except as so modified or replaced,
to constitute a part of this Prospectus.
The Company undertakes to provide without charge to each person to whom a
copy of this Prospectus has been delivered, upon the written or oral request of
any such person to the Company, a copy of any or all of the documents referred
to above that have been or may be incorporated into this Prospectus by
reference, (other than exhibits to such documents, unless such exhibits are
specifically incorporated by reference to such documents). Requests for such
copies should be directed to the Chief Financial Officer at MRV Communications,
Inc., 8943 Fullbright Avenue, Chatsworth, California 91311, or by fax at (818)
773-0906 or by telephone at (818) 773-9044.
3
This Prospectus contains forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act. Actual
results could differ materially from those projected in the forward-looking
statements as a result of the factors discussed in "Risk Factors" and elsewhere
in this Prospectus.
PROSPECTUS SUMMARY
This summary highlights information contained elsewhere in this Prospectus.
This summary is not complete and may not contain all of the information that you
should consider before investing in the Notes or the Conversion Shares We have
adjusted the information in this Prospectus to reflect a 3-for-2 stock split
effected on March 20, 1996 and a 2-for-1 stock split effected on July 29, 1996.
Unless stated otherwise, we have presented information regarding outstanding
shares of Common Stock assuming that warrants and options to purchase up to
5,756,685 shares of Common Stock outstanding or reserved for future grants at
July 31, 1998 under the Company's Stock Option Plans will not be exercised.
Certain technical terms used relating to the computer networking industry are
defined in the Glossary included at page 78 of this Prospectus.
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