MRV Announces Preliminary Settlement of Stock Option Derivative
CHATSWORTH, CA -- (Marketwire) -- 01/16/13 -- MRV Communications,
Inc. (OTCQB: MRVC) ("MRV" or the "Company"), a leading provider of
optical communications network infrastructure equipment and
integration and managed services, today announced that it has signed
a memorandum of understanding ("MOU") with plaintiffs and all
defendants in the derivative class action lawsuits that were filed in
2008 related to the Company's past stock option granting practices.
The MOU sets forth the agreement in principal among the parties
including terms upon which a Stipulation of Settlement would be filed
with the federal court in which the case has been pending within the
next month to dismiss with prejudice the litigation and release all
claims between the plaintiffs, MRV, and the individual defendants
named in the litigation. The proposed settlement is preliminary and
is subject to agreement in good faith upon a Stipulation of
Settlement setting forth the terms described in the MOU. The
settlement must then be approved by the federal court in which the
federal derivative lawsuit is pending.
The MOU states that the Stipulation of Settlement will include, among
other things, (a) a release of all claims relating to the derivative
actions for the Company, the individual defendants, who are all
former officers and directors of the Company, and the plaintiffs; (b)
$2.5 million in cash to be paid to the Company by the Company's
insurance carriers; (c) a requirement that the Company pay to
plaintiffs' counsel $500,000 in cash and 250,000 warrants to purchase
the Company's Common Stock; (d) the Company continues to pay
applicable reasonable attorney's fees for the individual defendants;
(e) the Company cancel certain outstanding options held by the
individual defendants; and (f) a requirement that the Company take
certain corporate governance reform actions (many of which have
already been taken by the Company) including implementing a clawback
policy and undertaking reasonable efforts to seek re-listing of the
Company's Common Stock on NASDAQ.
"We are pleased to have reached an agreement to settle this
long-standing litigation and will be seeking prompt court approval to
bring it to final conclusion," said Kenneth Traub, Chairman of MRV's
Board of Directors. "MRV is now a stronger, more disciplined and
focused Company that is well positioned to capitalize on the growing
need for optical networking equipment and services."
For further information regarding the memorandum and settlement
terms, please refer to our Form 8-K to be filed with the Securities
and Exchange Commission. The information contained in this news
release does not constitute an offer of any securities for sale.
About MRV Communications, Inc.
MRV Communications, Inc. is a
leading global provider of carrier Ethernet, wavelength division
multiplexing optical transport, infrastructure management equipment
and solutions, as well as network integration and managed services.
MRV's solutions enable the delivery and provisioning of
next-generation optical transport and carrier Ethernet services over
any fiber infrastructure. MRV provides equipment and services
worldwide to telecommunications service providers, enterprises and
governments, enabling network evolution and increasing efficiency,
while reducing complexity and costs. Through its subsidiaries, MRV
operates development centers in North America and Europe, along with
support centers and sales offices around the world. For more
information about MRV, visit http://www.mrv.com.
Forward Looking Statements
This press release may contain
statements regarding future financial and operating results of MRV,
management's assessment of business trends, and other statements
about management's future expectations, beliefs, goals, plans or
prospects and those of the market segments in which MRV is engaged
that are based on management's current expectations, estimates,
forecasts and projections about MRV and its consolidated businesses
and the respective market segments in which MRV's businesses operate,
in addition to management's assumptions. Statements in this press
release regarding MRV's future financial and operating results, which
are not statements of historical facts, constitute forward-looking
statements within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995. Words such as "expects,"
"anticipates," "envisions," "estimates," "targets," "intends,"
"plans," "believes," "seeks," "should," "could," "forecasts,"
"projects," variations of such words and similar expressions, are
intended to identify such forward-looking statements which are not
statements of historical facts. These forward-looking statements are
not guarantees of future performance nor guarantees that the events
anticipated will occur or expected conditions will remain the same or
improve. These statements involve certain risks, uncertainties and
assumptions, the likelihood of which are difficult to assess and may
not occur, including risks that each of its business segments may not
make the expected progress in its respective market, or that
management's long-term strategy may not achieve the expected results.
Therefore, actual outcomes, performance and results may differ from
what is expressed or forecast in such forward-looking statements, and
such differences may vary materially from current expectations.
For further information regarding risks and uncertainties associated
with MRV's businesses, please refer to the "Management's Discussion
and Analysis of Results of Operations and Financial Condition" and
"Risk Factors" sections of MRV's SEC filings, including, but not
limited to, its annual report on Form 10-K for the year ended
December 31, 2011, and its quarterly report on Form 10-Q for the
quarter ended September 30, 2012, copies of which may be obtained by
contacting MRV's investor relations department or by visiting MRV's
website at http://www.mrv.com or the SEC's EDGAR website at
All information in this release is as of January 16, 2013 unless
otherwise stated. MRV undertakes no duty to update any
forward-looking statement to conform the statement to actual results
or changes in MRV's expectations.
MRV Communications, Inc.
(818) 886-MRVC (6782)
MRV Communications, Inc.
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