Sunday, October 4, 2009

MRV Comm Update

MRV Communications, the California based networking-ethernet company that recently endured an SEC stock-options examination unscathed, will hold its annual shareholder meeting on Veterans' Day, November 11, at the Warner Center Marriott in Woodland Hills, Cal.

The record date is September 28. [That is: if you were a shareholder of record as of that date, you'll have a vote.]

the company's nominees for the nine-member board are: Noam Lotan, Shlomo Margalit, Baruch Fischer, Harold Furchtgott-Roth, Joan Herman, Guenter Jaensch, Michael Keane, Igal Shidlovsky and Daniel Tsui. The company proxy materials say that seven of those nominees would count as independent directors as defined in the rules of the Nasdaq Stock Market. The two non-independent nominees are the CEO and the incumbent chairman, Noam Lotan and Shlomo Margalit, respectively.

In addition to being the chairman, Margalit is described as "Chief Technology Officer and Secretary."

I've written a bit about MRV in this blog recently: here and here.

What I should add is that the opposition to the above slate seems to be led by the Spencer Capital fund group. One of their complaints with regard to the alleged mismanagement of the company goes back to the Fiberxon acquisition more than two years ago.

In the original merger agreement, MRV and Fiberxon agreed that the closing of the merger would be conditional upon the delivery to MRV of Fiberxon's audited consolidated financial statements. But on June 26 of the same year, MRV agreed to an amendment to the merger agreement that dropped that requirement.

Spencer Capital charges that the board thereby demonstrated its lack of regard for the shareholders of the company, and its incompetence.

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