##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-K/A
 (Amendment No. 1)
  þ
    
    Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the fiscal year ended December 31, 2007
 OR
 o
    
    Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
 For the transition period from  to
 Commission file number 001-11174
 MRV COMMUNICATIONS, INC.
  Delaware
    
    06-1340090(State or other jurisdiction
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 20415 Nordhoff Street, Chatsworth, CA 91311
 (818) 773-0900
  Name of each exchange on whichTitle of each class
    
    registeredCommon stock, $0.0017 par value
    
    NASDAQ Global Market
  o þ
 o þ
 þ o
 þ
  Large accelerated filer o
    
    Accelerated filerþ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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##### 



MRV Communications, Inc.
 Amendment No. 1 to the Annual Report on Form 10-K
 For the fiscal year ended December 31, 2007
 Table of Contents
 PageNumberExplanatory Note
    
    
    3PART IIIItem 10.
    
    Directors, Executive Officers and Corporate Governance.
    
    
    4Item 11.
    
    Executive Compensation. Executive Compensation.
    
    
    11Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
    
    
    20Item 13.
    
    Certain relationships and Related Transactions, and Director Independence.
    
    
    22Item 14.
    
    Principal Accounting Fees and Services.
    
    
    22SIGNATURES
    
    
    24EXHIBIT 31.1
    
    
    26EXHIBIT 31.2
    
    
    27EXHIBIT 32.1
    
    
    28EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1




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EXPLANATORY NOTE
  3




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PART III
 
 Item 10. Directors, Executive Officers, Key Employees and Corporate Governance.
  Name
    
    Age
    
    PositionShlomo Margalit (4)
    
    
    66
    
    
    Chairman of the Board, Chief Technical Officer and SecretaryNoam Lotan (4)
    
    
    56
    
    
    President, Chief Executive Officer and DirectorBaruch Fischer(2)
    
    
    59
    
    
    DirectorHarold W. Furchtgott-Roth(1)
    
    
    51
    
    
    DirectorGuenter Jaensch(1), (2), (3)
    
    
    69
    
    
    DirectorIgal Shidlovsky(1) , (2), (3)
    
    
    71
    
    
    DirectorDaniel Tsui(1) , (2), (3)
    
    
    69
    
    
    DirectorGuy Avidan
    
    
    45
    
    
    Chief Financial OfficerChris King
    
    
    36
    
    
    Vice President of Finance and Chief Compliance OfficerNear Margalit
    
    
    34
    
    
    Chief Executive Officer, Source Photonics, Inc.
 
 (1)
    
    Member of the Audit Committee(2)
    
    Member of the Compensation Committee(3)
    
    Member of the Nomination and Governance Committee(4)
    
    Member of the Executive Committee 4




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5




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6




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Board of Director Committees and Their Members
  7




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NominationandName
    
    Audit
    
    Compensation
    
    Governance
    
    ExecutiveShlomo Margalit
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    XNoam Lotan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    XBaruch Fischer
    
    
    
    
    
    
    X
    
    
    
    XHarold Furchtgott-Roth
    
    
    XGuenter Jaensch
    
    
    X
    (1)
    
    
    X
    
    
    
    XIgal Shidlovsky
    
    
    X
    
    
    
    X
    (1)
    
    
    X
    (1)(2)Daniel Tsui
    
    
    X
    
    
    
    X
    
    
    
    X
 
 (1)
    
    Committee Chairperson(2)
    
    Lead Independent Director Board Committees and Director Independence
  Audit Committee
  8




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Compensation Committee
  Nomination and Governance Committee
 http://www.mrv.com
  Executive Committee
 http://www.mrv.com
 9




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Communications with the Board
     www.mrv.com
 Compliance with Section 16(a) of the Securities Exchange Act of 1934
  Compensation Committee Interlocks and Insider Participation
  10




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Item 11. Executive Compensation.
  Summary Compensation Table
 All OtherOption
    
    Compen-Year
    
    Salary
    
    Bonus
    
    Awards(1)
    
    sation(3)
    
    TotalNoam Lotan
    
    
    2007
    
    
    $
    258,853
    
    
    $
    40,000
    
    
    $
    216,291
    (2)
    
    $
    23,028
    
    
    $
    538,172President and Chief
    
    
    2006
    
    
    $
    224,039
    
    
    $
    
    
    
    $
    124,152
    
    
    $
    18,544
    
    
    $
    366,735Executive Officer
    
    
    2005
    
    
    $
    198,000
    
    
    $
    
    
    
    $
    
    
    
    $
    17,495
    
    
    $
    215,495Shlomo Margalit
    
    
    2007
    
    
    $
    110,000
    
    
    $
    
    
    
    $
    
    
    
    $
    8,076
    
    
    $
    118,076Chairman, Chief Technical
    
    
    2006
    
    
    $
    110,000
    
    
    $
    
    
    
    $
    
    
    
    $
    7,575
    
    
    $
    117,575Officer and Secretary
    
    
    2005
    
    
    $
    110,000
    
    
    $
    
    
    
    $
    
    
    
    $
    7,270
    
    
    $
    117,270Guy Avidan (4)
    
    
    2007
    
    
    $
    66,836
    
    
    $
    
    
    
    $
    59,535
    
    
    $
    10,390
    
    
    $
    136,761Chief Financial Officer andChief Compliance OfficerKevin Rubin (2),(5)
    
    
    2007
    
    
    $
    163,230
    
    
    $
    70,000
    
    
    $
    72,763
    
    
    $
    16,566
    
    
    $
    322,559Chief Financial Officer and
    
    
    2006
    
    
    $
    201,923
    
    
    $
    8,000
    
    
    $
    81,449
    
    
    $
    14,909
    
    
    $
    306,281Compliance Officer
    
    
    2005
    
    
    $
    150,000
    
    
    $
    37,500
    
    
    $
    
    
    
    $
    13,351
    
    
    $
    200,851Near Margalit
    
    
    2007
    
    
    $
    248,076
    
    
    $
    40,000
    
    
    $
    109,822
    
    
    $
    22,705
    
    
    $
    420,603Chief Executive Officer,
    
    
    2006
    
    
    $
    199,230
    
    
    $
    
    
    
    $
    95,741
    
    
    $
    18,460
    
    
    $
    313,431Source Photonics, Inc.
    
    
    2005
    
    
    $
    179,230
    
    
    $
    10,000
    
    
    $
    
    
    
    $
    17,239
    
    
    $
    206,469
 
 (1)
    
    Amounts reflect the value determined by MRV for accounting purposes for these awards
and do not reflect whether the recipient actually realized a financial benefit from the
awards, such as through option exercises. Amounts shown for option awards exclude
estimated forfeitures, and differ for this reason from the expense recognized in accordance
with Statements of Financial Accounting Standards No. 123 (Revised 2004), (SFAS 123(R))
Share-Based Paymentfor financial statement purposes for the years ended December 31, 2007
and 2006. There were no amounts for option awards recognized in the financial statements
for the year ended December 31, 2005 prior to the adoption of SFAS 123(R). For additional
information regarding valuation assumptions, refer to Note 14 of the Notes to Financial
Statements in MRVs Form 10-K for the year ended December 31, 2007.(2)
    
    Includes the incremental increase in fair value for modifying an existing option grant
to extend the term.(3)
    
    All Other Compensation includes MRV matching contributions to its 401(k) savings plan
on behalf of the recipient, and other benefits such as health, dental, vision and life
insurance premiums paid on behalf of the recipient.(4)
    
    Mr. Avidan became the acting Chief Financial Officer and Chief Compliance Officer in
July 2007, and was named Chief Financial Officer in January 2008. The information
disclosed above reflects Mr. Avidans compensation earned as the Chief Financial Officer
and Chief Compliance 11




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Officer from July through December 2007. Prior years compensation disclosure is omitted
because Mr. Avidan was not a Named Executive Officer prior to 2007.(5)
    
    Mr. Rubin was Chief Financial Officer through July 2007 when he resigned to pursue
other interests. The 2007 Salary amount includes consulting services for the four months
following his resignation. Employment Agreements and Change of Control Arrangements
    Compensation Discussion and Analysis
  Philosophy
  12




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
    
    base salary;
    
    performance-based annual incentive compensation in the form of a cash bonus; and
    
    longer-term equity incentive compensation in the form of stock options.
  Determination of CEOs Compensation
  Annual Compensation Methodology
    13




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14




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2008 Base
    
    
    2007
    
    
    Options forName
    
    Position
    
    Salary($)
    
    
    Bonus($)
    
    
    # of SharesNoam Lotan
    
    President and Chief Executive Officer
    
    $
    273,000
    
    
    $
    
    
    
    
    90,000Shlomo Margalit
    
    Chairman of the Board and Chief Technical Officer
    
    $
    115,500
    
    
    $
    
    
    
    
    Guy Avidan
    
    Chief Financial Officer
    
    $
    257,250
    
    
    $
    15,000
    
    
    
    22,500Near Margalit
    
    Chief Executive Officer, Source Photonics, Inc.
    
    $
    262,500
    
    
    $
    30,000
    
    
    
    45,000
 
  Stock Option Policy
  1.
    
    Timing of Grants.Under the policy, grants to any participant can be made only on the
following seven Available Grant Dates during the year: March 1, May 1, June 1, August 1,
September 1, November 1 and December 1. If the date falls on a weekend or holiday, the
first trading day thereafter is used. These dates coincide with MRVs normal trading
window periods for executives and directors. Provision is made in the policy to postpone
the grant date in case MRV is required to close a trading window on an Available Grant Date
because of a material or extraordinary event that has not yet been disclosed publicly. The
intent of the policy in linking grants to window dates is to guard against practices such
as spring-loading or bulleting-dodging of option grants, i.e., the announcement of material
good news immediately after the grant or material bad news immediately before the grant.
The Date of Grant under the policy is the nearest Available Grant Date following the date
on which the grants are approved in accordance with the policy (the Approval Date).2.
    
    Grant Allocations to Section 16 Directors and Executives.Grants are made to
designated directors and executives, required to file reports under Section 16 of the
Securities Exchange Act of 1934 (Section 16 Directors and Executives), once per year on the
next Available Grant Date following the month of the Approval Date. The first quarter was
selected to permit the Board to review and take into consideration the Companys prior year
financial performance and outlook for the current year. The Date of Grant for Section 16
Directors and Executives is the next Available Grant Date following the date that all of
the signed directors consents for the Section 16 officers grants (or the electronic
assents thereto) are received by the Chief Executive Officer.
 15




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3.
    
    Grant Allocations to Directors.Annual grants to members of the Board of Directors in
their capacity as directors and as members of Board committees are made during the last
quarter of MRVs fiscal year by the full Board of Directors. The grant allocations are
determined by the Board of Directors based the Companys prior year financial performance
and outlook for the current year. The Date of Grant for directors is the next Available
Grant Date following the date that all of the signed directors consents for the directors
grants (or the electronic assents thereto) are received by the Chief Executive Officer.4.
    
    Grant Allocations to Employees. The annual aggregate number of grants to be allocated
to employees, other than Section 16 Directors and Executives, is established each year by
the Compensation Committee at its last meeting held the preceding year, or the first
meeting held during the year, or as otherwise determined by the Compensation Committee.5.
    
    Individual Grants to Employees. The Chief Executive Officer submits a list of
option recommendations and a form of unanimous consent to the Compensation Committee by or
as soon as practical after, the end of each quarter. The Compensation Committee considers
the submitted list and to the extent approved, such approval is evidenced by the
Compensation Committee signing (or otherwise indicating assent thereto through electronic
means as permitted by Delaware law) and delivering the signed consents (or electronic
assents thereto) with the approved list of grants attached to the Chief Executive Officer.
The Date of Grant for such approved list of grants is the first Available Grant Date
following the date on which the signed consents (or the electronic assents thereto) from
all members of the Compensation Committee are received by the office of the Chief Executive
Officer.6.
    
    Exercise Prices: Consistent with the governing plans, the policy requires the exercise
price per share of all options granted to be equal to the closing price per share of MRVs
common stock on the NASDAQ Stock Market on the Date of Grant (the Closing Price). However,
provision is made in the policy for the exercise price per share for options to exceed the
Closing Price if necessary to satisfy requirements under income tax laws applicable to
employees outside of the United States regarding the determination of fair market value of
common stock underlying options.7.
    
    Section 16 Compliance.The policy expressly provides for the filing with the SEC of a
Form 4 by or on behalf of a Section 16 Officer or director receiving a grant within the
time required following the applicable Date of Grant. Such filing shall, to the extent the
grant has not otherwise been accepted, conclusively establish the recipients acceptance of
the grant.8.
    
    Flexibility.Although the policy contemplates that grants will be evidenced by written
consents (or electronic assents) with grantee lists attached, the policy permits the Board
or the Compensation Committee to approve grants or otherwise act with respect to
share-based awards at Board or Compensation Committee meetings, as applicable.
 Compensation Committee Report
   16




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2007 Compensation Committee
 /s/ Guenter JaencshChairman
    
    /s/ Igal Shidlovsky
    
    /s/ Daniel Tsui
    
    /s/ Baruch Fischer
  Grants of PlanBased AwardsNumber of
    
    OptionSecurities
    
    Exercise
    
    Full GrantGrant
    
    Underlying
    
    Price
    
    Date FairName
    
    Date
    
    Options(1)
    
    ($/share)(2)
    
    Value(3)
    
    Vesting ScheduleNoam Lotan
    
    
    8/1/07
    
    
    
    160,000
    
    
    $
    2.63
    
    
    $
    221,200
    
    
    
    (4)Shlomo Margalit (5)
    
    
    N/A
    
    
    
    
    
    
    $
    
    
    
    $
    
    
    
    
    N/AGuy Avidan
    
    
    8/1/07
    
    
    
    150,000
    
    
    $
    2.63
    
    
    $
    207,375
    
    
    
    (4)Kevin Rubin (6)
    
    
    N/A
    
    
    
    
    
    
    $
    
    
    
    $
    
    
    
    
    N/ANear Margalit
    
    
    8/1/07
    
    
    
    150,000
    
    
    $
    2.63
    
    
    $
    207,375
    
    
    
    (4)
 
 (1)
    
    The number of stock options granted during 2007 to the Named Executive Officers.(2)
    
    The exercise price for the stock options granted, which was equal to the closing price
of MRV stock as reported by NASDAQ on the date of grant.(3)
    
    The grant date fair value of options is calculated using the Black-Scholes model. The
fair value shown for option awards are accounted for in accordance with SFAS No. 123(R).
For additional information of valuation assumptions, refer to note 14 of the MRV financial
statements in the Form 10-K for the year ended December 31, 2007. These amounts reflect the
Companys accounting expense, and do not correspond to the actual value that will be
recognized by the Named Executive Officers.(4)
    
    25% vests each year for four years from the date of grant.(5)
    
    Dr. Margalit declined the grant of options in 2007, as he has done in past years.(6)
    
    Mr. Rubin resigned in July 2007.  17




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Outstanding Equity Awards at Fiscal Year-EndNumber of
    
    Number ofSecurities
    
    SecuritiesUnderlying
    
    UnderlyingUnexercised
    
    Unexercised
    
    Option
    
    OptionOptions
    
    Options
    
    Exercise
    
    ExpirationName
    
    Grant Date
    
    Exercisable
    
    Unexercisable
    
    Price
    
    dateNoam Lotan
    
    
    9/21/01
    (1)
    
    
    80,000
    
    
    
    
    
    
    $
    2.70
    
    
    
    9/21/1110/29/02
    (2)
    
    
    
    
    
    
    100,000
    
    
    $
    0.99
    
    
    
    10/29/1210/29/02
    (3)
    
    
    12,000
    
    
    
    
    
    
    $
    0.99
    
    
    
    10/29/1212/29/03
    (3)
    
    
    20,000
    
    
    
    
    
    
    $
    3.35
    
    
    
    12/29/133/22/04
    (3)
    
    
    18,750
    
    
    
    6,250
    
    
    $
    2.80
    
    
    
    3/22/142/28/05
    (3)
    
    
    30,000
    
    
    
    30,000
    
    
    $
    3.70
    
    
    
    2/28/1512/30/05
    (3)
    
    
    17,500
    
    
    
    17,500
    
    
    $
    2.05
    
    
    
    12/30/156/1/06
    (3)
    
    
    17,500
    
    
    
    52,500
    
    
    $
    3.24
    
    
    
    6/1/168/1/07
    (3)
    
    
    
    
    
    
    160,000
    
    
    $
    2.63
    
    
    
    8/1/17Shlomo Margalit (4)
    
    
    N/A
    
    
    
    
    
    
    
    
    
    
    $
    
    
    
    
    N/AGuy Avidan
    
    
    7/13/95
    (3)
    
    
    24,000
    
    
    
    
    
    
    $
    2.63
    
    
    
    7/13/086/11/02
    (3)
    
    
    60,000
    
    
    
    
    
    
    $
    1.10
    
    
    
    6/11/124/9/03
    (3)
    
    
    10,000
    
    
    
    
    
    
    $
    1.11
    
    
    
    4/9/1310/24/03
    (3)
    
    
    20,000
    
    
    
    
    
    
    $
    2.99
    
    
    
    10/24/1312/31/04
    (3)
    
    
    22,500
    
    
    
    7,500
    
    
    $
    3.67
    
    
    
    12/31/1411/30/05
    (3)
    
    
    5,000
    
    
    
    5,000
    
    
    $
    1.82
    
    
    
    11/30/157/3/06
    (3)
    
    
    2,500
    
    
    
    7,500
    
    
    $
    3.07
    
    
    
    7/3/169/1/06
    (3)
    
    
    5,000
    
    
    
    15,000
    
    
    $
    2.44
    
    
    
    9/1/168/1/07
    (3)
    
    
    
    
    
    
    150,000
    
    
    $
    2.63
    
    
    
    8/1/17Kevin Rubin (5)
    
    
    12/15/03
    (3)
    
    
    3,000
    
    
    
    
    
    
    $
    3.41
    
    
    
    12/31/083/24/04
    (3)
    
    
    4,500
    
    
    
    
    
    
    $
    2.78
    
    
    
    12/31/086/30/04
    (3)
    
    
    4,500
    
    
    
    
    
    
    $
    2.74
    
    
    
    12/31/0810/29/04
    (3)
    
    
    4,000
    
    
    
    
    
    
    $
    3.47
    
    
    
    12/31/082/28/05
    (3)
    
    
    10,000
    
    
    
    
    
    
    $
    3.70
    
    
    
    12/31/086/1/06
    (3)
    
    
    15,000
    
    
    
    
    
    
    $
    3.24
    
    
    
    12/31/08Near Margalit
    
    
    6/11/02
    (3)
    
    
    190,000
    
    
    
    
    
    
    $
    1.10
    
    
    
    6/11/1212/29/03
    (3)
    
    
    20,000
    
    
    
    
    
    
    $
    3.35
    
    
    
    12/29/133/22/04
    (3)
    
    
    13,500
    
    
    
    4,500
    
    
    $
    2.80
    
    
    
    3/22/148/31/04
    (3)
    
    
    13,500
    
    
    
    4,500
    
    
    $
    2.22
    
    
    
    8/31/142/28/05
    (3)
    
    
    23,750
    
    
    
    23,750
    
    
    $
    3.70
    
    
    
    2/28/1512/30/05
    (3)
    
    
    14,000
    
    
    
    14,000
    
    
    $
    2.05
    
    
    
    12/30/156/1/06
    (3)
    
    
    17,500
    
    
    
    52,500
    
    
    $
    3.24
    
    
    
    6/1/168/1/07
    (3)
    
    
    
    
    
    
    150,000
    
    
    $
    2.63
    
    
    
    8/1/17
 
 (1)
    
    20% vests each year for five years from the date of grant.(2)
    
    100% vests ten years from the date of grant.(3)
    
    25% vests each year for four years from the date of grant.(4)
    
    Dr. Margalit has historically declined all of the Board of Directors grants of options(5)
    
    Mr. Rubin resigned in July 2007; per his severance agreement, the expiration dates of vested
option grants at the time of resignation were extended to 12/31/08. 18




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Options Exercised and Stock VestedOption Awards
    
    Stock AwardsNumber of
    
    
    
    
    
    Number ofShares
    
    Value
    
    Shares
    
    ValueAcquired on
    
    Realized on
    
    Acquired on
    
    Realized onName
    
    Exercise
    
    Exercise
    
    Vesting
    
    VestingNoam Lotan
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/AShlomo Margalit
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/AGuy Avidan
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/AKevin Rubin
    
    
    94,750
    
    
    $
    139,405
    
    
    
    N/A
    
    
    
    N/ANear Margalit
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/AAlexis Black Bjorlin
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/ABrett Chloupek
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
  Compensation of Outside Directors
  
    
    Annual Compensation. Annual compensation of $18,000 was paid in cash to each
non-management director in monthly installments for each month of service.
    
    Board and Committee Meeting Participation.Meeting compensation of $1,000 was paid in
cash for each Board and Committee meeting for which a non-management director participated
in person or telephonically.
    
    Option Awards. Options were granted to non-management directors as follows:
 
    
    All non-management directors were granted 30,000 options on December 3, 2007
with an exercise price of $2.33 per share, equal to the closing price of MRVs
stock on the date of grant, and vest 25% each year beginning one year after the
date of grant.
    
    All non-management directors were granted 10,000 options on December 3, 2007
with an exercise price of $2.33 per share, equal to the closing price of MRVs
stock on the date of grant, and are fully vested and exercisable on the date of
grant.
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##### Table of Contents



Non-Management Director CompensationFees Earned orName of Director
    
    Paid in Cash
    
    Option Awards(1)
    
    TotalBaruch Fischer (2)
    
    $
    32,000
    
    
    $
    70,728
    
    
    $
    102,728Harold Furchtgott-Roth (3)
    
    $
    33,000
    
    
    $
    34,809
    
    
    $
    67,809Guenter Jaensch (4)
    
    $
    38,000
    
    
    $
    76,396
    
    
    $
    114,396Igal Shidlovsky (5)
    
    $
    38,000
    
    
    $
    76,396
    
    
    $
    114,396Daniel Tsui (6)
    
    $
    38,000
    
    
    $
    104,370
    (7)
    
    $
    142,370
 
 (1)
    
    Amounts reflect the value determined by MRV for accounting purposes for these awards
and do not reflect whether the recipient actually realized a financial benefit from the
awards, such as through option exercises. Amounts shown for option awards exclude
estimated forfeitures, and differ for this reason from the expense recognized in accordance
with SFAS 123(R) for financial statement purposes for the year ended December 31, 2007.(2)
    
    There was an aggregate number of 283,000 option awards, vested and unvested,
outstanding at December 31, 2007 for Dr. Fischer(3)
    
    There was an aggregate number of 120,000 option awards, vested and unvested,
outstanding at December 31, 2007 for Dr. Furchtgott-Roth.(4)
    
    There was an aggregate number of 200,750 option awards, vested and unvested,
outstanding at December 31, 2007 for Dr. Jaensch.(5)
    
    There was an aggregate number of 274,992 option awards, vested and unvested,
outstanding at December 31, 2007 for Dr. Shidlovsky.(6)
    
    There was an aggregate number of 293,000 option awards, vested and unvested,
outstanding at December 31, 2007 for Dr. Tsui.(7)
    
    Includes the incremental increase in fair value for modifying an existing option grant
to extend the term. 
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
  Common StockNumber of
    
    PercentageName and Address of Beneficial Owner or Identity of Group
    
    Shares
    
    Ownership (1)Sun Life Financial Inc.
    
    
    9,181,347
    (2)
    
    
    5.8
    %150 King Street West, Toronto, Ontario, Canada, M5H 1J9Wells Capital Management Incorporated
    
    
    20,468,546
    (3)
    
    
    13
    %525 Market Street, San Francisco, CA 94105Wells Fargo Funds Management, LLC
    
    
    13,593,910
    (4)
    
    
    9
    %525 Market Street, San Francisco, CA 94105Wells Fargo Advantage Small Cap Value Fund
    
    
    11,078,100
    (5)
    
    
    7
    %525 Market Street, San Francisco, CA 94105Wells Fargo & Company
    
    
    21,276,479
    (6)
    
    
    14
    %420 Montgomery Street, San Francisco, CA 94104
 20




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##### Table of Contents



(1)
    
    For each holder included in the table above, percentage ownership is calculated by dividing
the number of shares beneficially owned by such holder by the sum of the 157,213,885 shares of
common stock outstanding as of March 31, 2008. To the knowledge of MRV, none of the holders listed above had
the right to acquire any additional MRVC shares on or within 60 days after March 31, 2008.(2)
    
    As reported in a Form 13F filed with the SEC on February 14, 2008 by Sun Life Financial Inc.
(Sun Life), Sun Life reported that these securities are owned by various individual and
institutional investors for which Sun Life serves as investment advisor with power to direct
investments and/or sole power to vote the securities. In preparing the information in the
table, we have assumed that as of March 31, 2008 there was no change in the beneficial
ownership of our securities by Sun Life since the time when this Form 13F was filed.(3)
    
    As reported on Form 13G/A filed with the SEC on January 23, 2008 by Wells Fargo & Company
(Wells Fargo), Wells Fargo reported that these securities are owned by various individual and
institutional investors for which Wells Capital Management Inc. serves as investment advisor
with power to direct investments and/or sole power to vote the securities. In preparing the
information in the table, we have assumed that as of March 31, 2008, there has been no change
in the beneficial ownership of MRV securities by Wells Capital Management Inc. since the time
when this Form 13G/A was filed.(4)
    
    As reported on February 29, 2008, by Wells Fargo Advantage Small Cap Value Fund these
securities are owned by various individual and institutional investors for which Wells Fargo
Advantage Small Cap Value Fund serves as investment advisor with power to direct investments
and/or sole power to vote the securities. In preparing the information in the table, we have
assumed that as of March 31, 2008, there has been no change in the beneficial ownership of MRV
securities by Wells Fargo Advantage Small Cap Value Fund since February 29, 2008.(4)
    
    As reported on Form 13G/A filed with the SEC on January 23, 2008 by Wells Fargo & Company,
Wells Fargo reported that these securities are owned by various individual and institutional
investors for which Wells Fargo Funds Management LLC serves as investment advisor with power
to direct investments and/or sole power to vote the securities. In preparing the information
in the table, we have assumed that as of March 31, 2008, there has been no change in the
beneficial ownership of MRV securities by Wells Fargo Funds Management LLC since the time when
this Form 13G/A was filed.(6)
    
    As reported on Form 13G/A filed with the SEC on January 23, 2008 by Wells Fargo & Company,
Wells Fargo reported that these securities are owned by a parent holding company with power to
direct investments and/or sole power to vote the securities. In preparing the information in
the table, we have assumed that as of March 31, 2008, there has been no change in the
beneficial ownership of our securities by Wells Fargo since the time when this Form 13G/A was
filed. Security Ownership of Management
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##### Table of Contents



Common Stock Beneficially OwnedSubject to StockOptions Exercisable
    
    
    
    
    
    PercentageWithin 60 Days
    
    
    
    
    
    OwnershipShares(1)
    
    (2)
    
    Total
    
    (3)Named Executive OfficersNoam Lotan
    
    
    1,477,040
    
    
    
    217,000
    
    
    
    1,694,040
    
    
    
    1.1
    %Shlomo Margalit (4)
    
    
    3,280,660
    
    
    
    
    
    
    
    3,280,660
    
    
    
    2.1
    %Guy Avidan
    
    
    
    
    
    
    149,000
    
    
    
    149,000
    
    
    
    *Kevin Rubin
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Near Margalit
    
    
    
    
    
    
    308,625
    
    
    
    308,625
    
    
    
    *Non-management DirectorsBaruch Fischer
    
    
    
    
    
    
    212,500
    
    
    
    212,500
    
    
    
    *Harold Furchtgott-Roth
    
    
    
    
    
    
    62,500
    
    
    
    62,500
    
    
    
    *Guenter Jaensch
    
    
    
    
    
    
    130,250
    
    
    
    130,250
    
    
    
    *Igal Shidlovsky
    
    
    
    
    
    
    204,492
    
    
    
    204,492
    
    
    
    *Daniel Tsui
    
    
    
    
    
    
    222,500
    
    
    
    222,500
    
    
    
    *Directors and Named Executive
Officers as a group
    
    
    4,757,700
    
    
    
    1,630,617
    
    
    
    6,388,317
    
    
    
    4.1
    %
 
 *
    
    Less than 1%(1)
    
    Holder has sole voting and investment power with respect to these shares, subject to applicable community property laws.(2)
    
    Shares that may be acquired pursuant to stock options that are, or will, become exercisable
within 60 days from March 31, 2008.(3)
    
    For each individual included in the table above, percentage ownership is calculated by
dividing the number of shares beneficially owned by the sum of the 157,213,885 shares of
common stock outstanding as of March 31, 2008, plus the number of shares of common stock that
the holder had the right to acquire within 60 days of March 31, 2008.(4)
    
    Total shares owned include 1,500,000 shares held by Margalit L.P. in which Dr. Margalit is a
partner. 
 Item 13. Certain Relationships and Related Transactions, and Director Independence.
 
 Item 14. Principal Accounting Fees and Services.
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##### Table of Contents



Fee Category
    
    2007
    
    2006Audit Fees
    
    $
    2,081,000
    
    
    $
    1,482,000Audit-Related Fees
    
    
    173,000
    
    
    
    118,000Tax Fees
    
    
    26,000
    
    
    
    47,000All Other Fees
    
    
    536,000
    
    
    
    Total
    
    $
    2,816,000
    
    
    $
    1,647,000
 Audit Fees
 Audit-Related Fees
 Tax Fees
 All Other Fees
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##### Table of Contents



SIGNATURES
  MRV COMMUNICATIONS, INCBy:
    /s/ Noam LotanNoam LotanPresident and Chief Executive OfficerBy:
    /s/ Guy AvidanGuy AvidanChief Financial Officer  By:
    
    /s/ Shlomo Margalit*
    
    
    
    April 29, 2008Shlomo MargalitChairman of the BoardBy:
    
    /s/ Noam Lotan
    
    
    
    April 29, 2008Noam LotanDirectorBy:
    
    /s/ Igal Shidovsky*
    
    
    
    April 29, 2008Igal ShidovskyDirectorBy:
    
 /s/ Guenter Jaensch*

    
    
    April 29, 2008Guenter JaenschDirectorBy:
    
    /s/ Daniel Tsui*
    
    
    
    April 29, 2008Daniel TsuiDirector
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##### Table of Contents



By:
    
    /s/ Baruch Fischer*
    
    
    
    April 29, 2008Baruch FischerDirectorBy:
    
    /s/ Harold W. Furchtgott-Roth
    
    
    
    April 29, 2008Harold E. Furchtgott-RothDirector*By:
    
    /s/ Noam Lotan
    
    
    
    April 29, 2008Noam LotanAttorney-in-Fact
 25