MRVC » Topics » Item 8.01 Other Events.

This excerpt taken from the MRVC 8-K filed Nov 25, 2009.

Item 8.01 Other Events

 

On November 23, 2009, the Company announced in a press release that Joan Herman was elected Chair of the Company’s Board of Directors on November 12, 2009.  The press release also includes information regarding the election of directors and the ratification of the Company’s independent registered public accounting firm for the year ending December 31, 2009.  A copy of MRV’s press release of November 23, 2009 is attached to this Report as Exhibit 99.1.

 

This excerpt taken from the MRVC DEFA14A filed Aug 31, 2009.

Item 8.01 Other Events.

 

On August 31, 2009, MRV Communications, Inc. announced in a press release that on August 26, 2009, it received a letter from the Securities and Exchange Commission’s Los Angeles Regional Office stating that the Commission’s investigation into MRV’s historical stock option grants and practices has been completed and that it does not intend to recommend any enforcement action.

 

A copy of MRV’s press release of August 31, 2009 is attached to this Report as Exhibit 99.1.

 

This excerpt taken from the MRVC 8-K filed Aug 31, 2009.

Item 8.01 Other Events.

 

On August 31, 2009, MRV Communications, Inc. announced in a press release that on August 26, 2009, it received a letter from the Securities and Exchange Commission’s Los Angeles Regional Office stating that the Commission’s investigation into MRV’s historical stock option grants and practices has been completed and that it does not intend to recommend any enforcement action.

 

A copy of MRV’s press release of August 31, 2009 is attached to this Report as Exhibit 99.1.

 

This excerpt taken from the MRVC 8-K filed Jun 15, 2009.

Item 8.01 Other Events.

 

Request for Additional Extension of Time for Nasdaq Delisting

 

As previously reported, the Company announced in June 2008 that its historical financial statements cannot be relied upon.  The Company began work on restating its financial statements, and to date has not been able to timely file its quarterly and annual reports on Forms 10-Q and 10-K and proxy statement with the Securities and Exchange Commission (the “SEC”), or hold an annual stockholders meeting.  Therefore, the Company has received several notices from The Nasdaq Stock Market (“Nasdaq”) regarding the Company’s non-compliance with Nasdaq listing requirements due to these matters.  Upon request by the Company, Nasdaq provided the Company with an extension to become current with its delinquent periodic reports until June 15, 2009, following which the Company’s common stock would be delisted if the reports were not filed by that date.

 

The Company will not be able to meet the extension deadline and will not be filing its delinquent periodic reports by today.  The Company has submitted a request to Nasdaq’s Listing and Hearing Review Council (the “Listing Council”) for a further extension of time to become current with its periodic reports.  The Company cannot provide any assurances as to the outcome of the request for an additional extension, or whether the Listing Council will even review the request.  If the Listing Council denies or does not review the request, the Company expects that its securities will be suspended at the opening of business on June 17, 2009, and a notification of removal from listing will be filed with the SEC.

 

Appointment of Director of Internal Audit

 

Further, as previously reported, upon determining that the Company’s historical financial statements could not be relied upon, the Company’s Board of Directors appointed a Special Committee of independent directors to conduct an investigation of the issues underlying the restatement of the financials.  Upon substantial completion of the investigation, the Special Committee issued recommendations to ensure that similar concerns would not arise again in the future.  One of the recommendations was to hire an internal auditor, and that recommendation has been accomplished.

 

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The Company is pleased to announce that Donna L. Boswell has joined the Company as Director of Internal Audit beginning today.  She has an extensive background with both internal and external audit as well as financial operations improvement with 10 years at Deloitte & Touche, LLP, most recently as a Senior Manager in the Audit and Enterprise Risk Services practice.  Previously, she held the position of Senior Business Systems Consultant with Business Systems Specialties, Inc, and Special Projects Director with CAL Circuits Abco, Inc.  Boswell received a B.A.in Liberal Studies from California State University, Northridge and an M.B.A. in Accounting from the University of Phoenix, Arizona.

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

Date: June 15, 2009

 

 

MRV COMMUNICATIONS, INC.

 

 

 

By:

/s/ Noam Lotan

 

 

Noam Lotan

 

 

President and Chief Executive Officer

 

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This excerpt taken from the MRVC 8-K filed Apr 24, 2009.

Item 8.01 Other Events

 

As previously reported (see Item 3.01 of Registrant’s Form 8-K filed with the Securities and Exchange Commission on April 6, 2009), the Registrant had made an appeal to the Nasdaq Listing and Hearings Review Council (the “Listing Council”) to request an extension to June 15, 2009 to become current with its periodic financial reports as required by The Nasdaq Global Market’s Rule 5250(c)(1) by filing with the SEC its delinquent quarterly reports on Form 10-Q for the quarters ended June 30, 2008, September 30, 2008, and March 31, 2009, and its annual report on Form 10-K for the year ended December 31, 2008.  The Registrant received a letter from the Listing Council on April 20, 2009 stating that pursuant to its discretionary authority, it would grant the Registrant an extension until June 15, 2009 to demonstrate compliance with the filing of its periodic financial reports.

 

The Listing Council also noted that, as previously reported, the Registrant had become deficient under Nasdaq Rule 5620 because it did not solicit proxies for or hold its annual meeting by December 31, 2008.  The Listing Council stated that in order to assure that the Registrant had an adequate opportunity to address this deficiency, the Listing Council remanded this deficiency back to the Nasdaq Listing Qualifications Panel for further review if the Registrant regained compliance with the filing requirement.  In order to address this issue, the Registrant intends to file its proxy statement or other information regarding its annual meeting for the fiscal year ended December 31, 2008 within 30 days of the filing of its delinquent periodic financial reports, and as soon as practicable thereafter hold its annual meeting of stockholders.

 

On April 24, 2009, the Registrant issued a press release announcing its receipt of the letter of April 20, 2009, the text of which is included as Exhibit 99.1 to this Current Report.

 

This excerpt taken from the MRVC 8-K filed Apr 2, 2009.

Item 8.01 Other Events

 

Each of Registrant’s directors, NEOs (other than Near Margalit, Chief Executive Officer of Source Photonics, who is unaffected by the matters reported herein) and certain other employees, received a temporary 10 percent reduction in directors’ fees and base salary, as applicable, effective on March 23, 2009.  The temporary reduction will be reviewed in six months.

 

There have been no other changes in the fees payable in cash to Registrant’s directors from the amounts disclosed in Registrant’s Annual Report on Form 10-K/A for the year ended December 31, 2007 filed with the SEC on April 29, 2008 (the “2007 10-K”).

 

At the date of this Report, the following are Registrant’s NEOs: Noam Lotan, President and Chief Executive Officer; Shlomo Margalit, Chief Technical Officer, Chairman of the Board and Secretary; Guy Avidan; Chief Financial Officer; Near Margalit, Chief Executive Officer of Source Photonics; and Chris King, Vice President, Finance and Chief Compliance Officer.  There have been no other changes in the base salaries of those of Registrant’s NEOs serving at the date of this Report from the base salary amounts disclosed for such NEOs in Registrant’s 2007 Form 10-K.  Chris King joined Registrant in January 2008 and accordingly was not included as an NEO in Registrant’s 2007 10-K.  Effective on March 23, 2009, Mr. King’s annual base salary was temporarily reduced to $153,000.

 

This excerpt taken from the MRVC 8-K filed Mar 26, 2009.

Item 8.01 Other Events.

 

On March 25, 2009, MRV Communications, Inc. (“MRV”) filed a complaint in the Superior Court of Los Angeles County, California, against former executives, directors and stockholders of Fiberxon, Inc. (“Fiberxon”), a subsidiary of MRV acquired in July 2007 for consideration aggregating approximately $131 million.  The complaint (the “Fiberxon litigation”) seeks to recover damages in connection with the sale of Fiberxon to MRV and contains claims for breaches of representations and warranties made by the seller and others under the acquisition agreement, and intentional misrepresentation in connection with the sale.

 

As previously reported in MRV’s Current Report on Form 8-K filed with the SEC on July 2, 2007, MRV acquired Fiberxon using a combination of cash and shares of MRV’s common stock totaling approximately $99 million which MRV paid to Fiberxon’s former stockholders at the closing of the acquisition.  In addition, MRV agreed to pay up to $31.5 million in cash or shares of MRV’s common stock, or a combination thereof (the “deferred consideration payment”), within 18 months of MRV’s receipt of Fiberxon’s audited financial statements if MRV’s subsidiary, Source Photonics, Inc., did not complete an initial public offering of its common stock within such 18-month period.  Source Photonics will not complete the initial public offering within the 18-month period and the deferred consideration payment matures on March 27, 2009.

 

The complaint alleges that MRV has incurred damages in excess of $31.5 million (in an amount to be finally determined through appropriate proceedings) as a result of the claims MRV has alleged in its complaint.  The complaint also includes claims, among others, for breach of non-competition agreements and tortious interference with employee contracts against former members of Fiberxon’s management.  MRV believes that it has complied with the contractual terms of the acquisition agreement by providing, within the time specified, requisite information regarding offsets against the deferred consideration payment, and its lawsuit seeks to recover damages in addition to those amounts.

 

The results of any litigation are inherently uncertain and there can be no assurance that MRV will prevail in the Fiberxon litigation.  Further, the defendants in the Fiberxon litigation may deny MRV’s claims and assert claims seeking affirmative relief against MRV, including relief that seeks recovery on the deferred consideration payment.  MRV plans to pursue its claims vigorously and expects the Fiberxon litigation to be protracted and costly and the litigation could potentially divert the attention of its management from their focus on the company’s business and operations, and thereby could harm MRV’s operating results or financial condition.

 

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SIGNATURE

 

Pursuant to the requirements of the Exchange Act, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

Date: March 25, 2009

 

 

 

 

 

 

 

MRV COMMUNICATIONS, INC.

 

 

 

 

 

 

 

 

By:

/s/ Noam Lotan

 

 

 

Noam Lotan

 

 

 

President and Chief Executive Officer

 

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This excerpt taken from the MRVC 8-K filed Mar 17, 2009.

Item 8.01 Other Events

 

As previously reported (see Item 8.01 of Registrant’s Form 8-K filed with the SEC on February 3, 2009), MRV received a letter on January 23, 2009 from the Nasdaq Listing and Hearings Review Council (the “Listing Council”) stating that the Listing Council will review the Nasdaq Listing Qualifications Panel’s decision regarding MRV’s continued listing, and providing that MRV had until February 27, 2009 to submit additional information that it wished the Listing Council to consider.  MRV provided additional information to the Listing Council prior to the deadline, and is awaiting a decision from the Listing Council on its request for an exception to Nasdaq’s listing rules, including an extension of its requirement to become current on its delinquent periodic reports.

 

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