MRV Communications

A networking/ethernet company based in California, MRV Communications Inc., has reported some good news to its stockholders in recent days. The staff of the SEC has completed its investigation of MRV's stock option granst and practices and has decided not to recommend any enforcement action.

Yet MRV continues to face the prospect of a proxy fight at its upcoming annual meeting. Dissident shareholders including Spencer Capital
Opportunity Fund LP, and Boston Avenue Capital LLC have indicated they plan to wage a proxy contest to replace the entire board.

The board, in a letter to shareholders, has characterized the dissidents as a group of Johnny-come-latelies with no long-term interest in the company. "The dissidents collectively own approximately 1.2% of the Company`s outstanding shares, which they only began acquiring in July of this year."

But it assures the stockholders, or the other 98.8% of them: "We are always interested in the views of our stockholders and, in fact, we tried
to reach out to this group on a number of occasions to better understand their
objectives and share our plans with them as to MRV`s future. To date, they have
refused to engage in a dialogue with us about their ideas or objectives and have
refused our invitation to consider some of their candidates in our director
search. What we believe to be true about the dissident group is that they are
trying to gain control of MRV without offering stockholders any premium for
their investment."