UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest reported) June 17, 2002
MRV Communications, Inc.
(Exact name of registrant as specified in its chapter)
Delaware 0-25678 06-1340090
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
20415 Nordhoff Street, Chatsworth, CA 91311
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (818) 773-0900
N/A
(Former name or former address, if changed since last report)
ITEM 4. CHANGE IN THE REGISTRANT'S CERTIFYING ACCOUNTANT
On June 17, 2002, the Board of Directors of the MRV Communications, Inc.
(the "Company") determined, upon the recommendation of its audit committee, to
appoint Ernst & Young LLP as the Company's independent public accountants,
replacing Arthur Andersen LLP. The Company dismissed Arthur Andersen LLP on the
same date. This determination followed the Company's decision to seek proposals
from independent public accountants to audit the financial statements of the
Company.
The audit reports of Arthur Andersen LLP on the consolidated financial
statements of the Company as of and for the fiscal years ended December 31, 2001
and 2000 did not contain any adverse opinion or disclaimer of opinion, nor were
they qualified or modified as to uncertainty, audit scope or accounting
principles.
During the two most recent fiscal years of the Company ended December 31,
2001 and the subsequent interim period to the date hereof, there were no
disagreements between the Company and Arthur Andersen LLP on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements, if not resolved to Arthur Andersen
LLP's satisfaction, would have caused Arthur Andersen LLP to make reference to
the subject matter of the disagreement in connection with its reports.
None of the reportable events described under Item 304(a)(1)(v) of
Regulation S-K occurred within the two most recent fiscal years of the Company
ended December 31, 2001 and the subsequent interim period to the date hereof.
During the two most recent fiscal years of the Company ended December 31,
2001 and the subsequent interim period to the date hereof, the Company did not
consult with Ernst & Young LLP regarding any of the matters or events set forth
in Item 304(a)(2)(i) and (ii) of Regulation S-K.
The Company provided Arthur Andersen a copy of the foregoing disclosures.
Attached as Exhibit 16 is a copy of Arthur Andersen's letter dated June 17, 2002
stating that it has found no basis for disagreement with such statements.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibit is filed as part of this report:
Exhibit 16. Letter re change in certifying accountant (Letter dated June 17,
2002 from Arthur Andersen LLP stating that it has found no basis for
disagreement statements made in Item 4 of this Form 8-K.)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MRV COMMUNICATIONS, INC.
Date: June 18, 2002
By: /s/ NOAM LOTAN
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Noam Lotan
Chief Executive Officer and President
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