If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because § 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g) check the following box.
¨
The information required on the remainder of this cover page shall
not be deemed to be “
filed
” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“
Act
”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
13D
CUSIP No. 553477407
|
|
Page 2
|
1
|
|
NAMES OF REPORTING PERSONS
Golden Acquisition Corporation
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
OO
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e):
¨
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
7
|
|
SOLE VOTING POWER
0
|
|
8
|
|
SHARED VOTING POWER
2,860,042
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,860,042
1
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.9%
2
|
14
|
|
TYPE OF REPORTING PERSON
CO
|
1
An aggregate of 2,860,042 shares of MRV Communications,
Inc. (the “
Issuer
”) common stock (as represented to Purchaser, Parent and Ultimate Parent by the Issuer and
each of the Supporting Stockholders (as defined herein)) are subject to Tender and Support Agreements, each dated as of July 2,
2017 (collectively, the “
Tender and Support Agreements
”), which (i) have been entered into by ADVA NA Holdings,
Inc. (“
Parent
”), a wholly-owned subsidiary of ADVA Optical Networking SE (“
Ultimate Parent
”),
and Golden Acquisition Corporation (“
Purchaser
”), a wholly-owned subsidiary of Parent, on one hand, and each
of Raging Capital Management, LLC, Kenneth H. Traub, Robert M. Pons, Mark J. Bonney, Brian Bellinger, Jeannie H. Diefenderfer,
Jeffrey Tuder, Stephen G. Krulik and Adam L.A. Scheer (each, a “
Supporting Stockholder
”), on the other hand,
and (ii) obligate each Supporting Stockholder to tender his, her or its Shares into the Offer and otherwise support the transactions
contemplated by the Merger Agreement (as each term and description thereof is defined and discussed in Items 2 and 4). Based on
the number of shares of Issuer common stock outstanding as of the close of business on July 1, 2017 (as represented by the Issuer
in the Merger Agreement), the aggregate number of shares of Issuer common stock covered by the Tender and Support Agreements represents
approximately 38.9% of the outstanding Issuer common stock.
2
See Note 1.
13D
CUSIP No. 553477407
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|
Page 3
|
1
|
|
NAMES OF REPORTING PERSONS
ADVA NA Holdings, Inc.
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
OO
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e):
¨
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
7
|
|
SOLE VOTING POWER
0
|
|
8
|
|
SHARED VOTING POWER
2,860,042
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,860,042
3
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.9%
4
|
14
|
|
TYPE OF REPORTING PERSON
CO
|
3
As noted above, an aggregate of 2,860,042 shares
of the Issuer’s common stock (as represented to Purchaser, Parent and Ultimate Parent by the Issuer and each of the
Supporting Stockholders) are subject to the Tender and Support Agreements, each of which obligate the respective Supporting
Stockholder party thereto to tender his, her or its shares into the Offer and otherwise support the transactions contemplated
by the Merger Agreement (as discussed in Items 2 and 4). Based on the number of shares of Issuer common stock outstanding as
of the close of business on July 1, 2017 (as represented by the Issuer in the Merger Agreement), the aggregate number of
shares of Issuer common stock covered by the Tender and Support Agreements represents approximately 38.9% of the outstanding
Issuer common stock.
4
See Note 3.
13D
CUSIP No. 553477407
|
|
Page 4
|
1
|
|
NAMES OF REPORTING PERSONS
ADVA Optical Networking SE
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
OO
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e):
¨
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Germany
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
|
7
|
|
SOLE VOTING POWER
0
|
|
8
|
|
SHARED VOTING POWER
2,860,042
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,860,042
5
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.9%
6
|
14
|
|
TYPE OF REPORTING PERSON
OO, HC
|
5
As noted above, an aggregate of 2,860,042 shares
of the Issuer’s common stock (as represented to Purchaser, Parent and Ultimate Parent by the Issuer and each of the
Supporting Stockholders) are subject to the Tender and Support Agreements, each of which obligate the respective Supporting
Stockholder party thereto to tender his, her or its shares into the Offer and otherwise support the transactions contemplated
by the Merger Agreement (as discussed in Items 2 and 4). Based on the number of shares of Issuer common stock outstanding as
of the close of business on July 1, 2017 (as represented by the Issuer in the Merger Agreement), the aggregate number of
shares of Issuer common stock covered by the Tender and Support Agreements represents approximately 38.9% of the outstanding
Issuer common stock.
6
See Note 5.
Item 1.
|
Security and Issuer
|
This statement relates to the Common Stock, par value $0.0017, including
any associated rights to purchase Series A Junior Participating Preferred Stock, par value $0.01 per share, (the “
Shares
”)
issued by MRV Communications, Inc. (the “
Issuer
”). The address of the principal executive offices of the Issuer
is 20520 Nordhoff Street, Chatsworth, California 91311.
Item 2.
|
Identity and Background
|
This statement is being filed by Golden Acquisition Corporation,
a Delaware corporation and wholly-owned subsidiary of Parent and Ultimate Parent (each as defined below) (“
Purchaser
”),
ADVA NA Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of Ultimate Parent (“
Parent
”), and
ADVA Optical Networking SE, a European public limited liability company incorporated in Germany and organized under the laws of
Germany and the European Union and registered in the commercial register of the local court of Jena, Germany, under HRB 508155
(“
Ultimate Parent
” and, together with Purchaser and Parent, the “
Reporting Persons
”). The
address of the principal business and the principal office of each Purchaser and Parent is 5755 Peachtree Industrial Blvd., Norcross,
Georgia 30092, and the principal business and the principal office of Ultimate Parent is Fraunhoferstrasse 9a, 82152 Martinsried,
Germany. Purchaser and Parent have not carried on any material activities to date, except for activities incidental to their formation
and activities undertaken in connection with the transactions contemplated by the Merger Agreement (as defined below). Ultimate
Parent develops and provides telecommunications hardware, software and services to several hundred service providers and thousands
of enterprises.
The name, business address, present principal occupation or employment
and citizenship of each director and executive officer of the Reporting Persons is set forth on
Schedule A
and incorporated
by reference herein.
During the last five years, none of the Reporting Persons, or, to
the best knowledge of Ultimate Parent, Purchaser or Parent, or any of the persons listed on
Schedule A
, (i) has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to any civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
Item 3.
|
Source and Amount of Funds or Other Consideration
|
Not applicable, as no funds were necessary, or procured, in connection
with the Tender and Support Agreements (as defined herein).
The Supporting Stockholders (as defined herein) entered into the
Tender and Support Agreements as an inducement to Parent’s and Purchaser’s willingness to enter into the Merger Agreement
described in Item 4 of this Schedule 13D. The Shares to which this Schedule 13D relates have not been purchased by any Reporting
Person and no payments were made by or on behalf of any Reporting Person in connection with the execution of the Tender and Support
Agreements.
Item 4.
|
Purpose of Transaction
|
As described in Item 4 below, this statement is being filed
in connection with the Merger Agreement and the Tender and Support Agreements (as defined below).
As a general matter, (i) the purpose of the Offer is for Ultimate
Parent, through Parent and Purchaser, to acquire control of, and the entire equity interest in, the Issuer through the acquisition
of all outstanding Shares and (ii) the purpose of the Merger is to acquire all outstanding Shares not tendered and purchased in
connection with the Offer. Each of the Offer and the Merger are described in further detail below.
On July 2, 2017, Purchaser, Parent and the Issuer entered into an
Agreement and Plan of Merger (the “
Merger Agreement
”),
7
pursuant to which Purchaser shall (and Parent
shall cause Purchaser to) commence (within the meaning of Rule 14d-2 of the Securities Exchange Act of 1934, as amended (the “
Exchange
Act
”)) a cash tender offer (the “
Offer
”) to purchase any and all of the issued and outstanding Shares
at a price per Share of $10.00 (such amount or any different amount per share that may be paid pursuant to the Offer being hereinafter
referred to as the “
Offer Price
”) net to the seller in cash, without interest, less any applicable withholding
taxes, on the terms and subject to the conditions set forth in the Merger Agreement. The obligation of Purchaser to consummate
the Offer (including accepting for payment and paying for Shares validly tendered (and not withdrawn) pursuant to the Offer) is
subject to various conditions, including, among other conditions, the condition that there will be validly tendered in the Offer
and not validly withdrawn immediately prior to any then scheduled Expiration Time that number of Shares which, together with the
shares beneficially owned by Parent or Purchaser (if any), represents at least a majority of the Shares then outstanding (determined
on a fully diluted basis (which assumes conversion or exercise of all options and other convertible or derivative securities regardless
of the conversion or exercise price, the vesting schedule or other terms and conditions thereof), and excluding Shares tendered
pursuant to guaranteed delivery procedures that have not yet been “received,” as such term is defined in Section 251(h)
of the General Corporation Law of the State of Delaware (the “
DGCL
”), by the depositary for the Offer pursuant
to such procedures).
As soon as practicable after the consummation of the Offer and satisfaction
or, to the extent permitted by the Merger Agreement, waiver of the other conditions to Parent’s and Purchaser’s obligations
to consummate the Merger, Purchaser will merge with and into the Issuer in accordance with the Merger Agreement, with the Issuer
continuing as the surviving corporation (the “
Surviving Corporation
”) and a wholly-owned subsidiary of Parent
(the “
Merger
”). Upon consummation of the Merger, each Share issued and outstanding immediately prior to the
effective time of the Merger (other than (i) Shares held by the Issuer as treasury stock, owned by Parent, Purchaser, Ultimate
Parent or any subsidiary of the Issuer (which will be cancelled without consideration in the Merger); or (ii) Shares held by stockholders
who properly exercise (and do not fail to perfect or otherwise lose) appraisal rights under the DGCL (which will be converted in
the Merger into the right to receive the appraised value of such Shares)) will be converted into the right to receive the Offer
Price, net to the seller in cash, without interest thereon and subject to any required tax withholding.
As a condition and inducement to the willingness of Parent and Purchaser
to enter into the Merger Agreement, concurrently with execution and delivery of the Merger Agreement, Parent and Purchaser, on
one hand, and each of Raging Capital Management, LLC, Kenneth H. Traub, Robert M. Pons, Mark J. Bonney, Brian Bellinger, Jeannie
H. Diefenderfer, Jeffrey Tuder, Stephen G. Krulik and Adam L.A. Scheer (each, a “
Supporting Stockholder
”), on
the other hand, entered into Tender and Support Agreements, each dated as of July 2, 2017 (the “
Tender and Support Agreements
”),
pursuant to which each Supporting Stockholder agreed to tender his, her or its Shares into the Offer and otherwise support the
transactions contemplated by the Merger Agreement. More specifically, the Tender and Support Agreements provide that (i) each Supporting
Stockholders will promptly (and, in any event, not later than seven (7) Business Days after the commencement of the Offer) validly
tender, or cause to be validly tendered, into the Offer, pursuant to and in accordance with the terms of the Offer, all of the
outstanding Shares beneficially owned (determined in accordance with Rule 13d-3(d)(1)(i) of the Exchange Act by such Supporting
Stockholder and (ii) the Supporting Stockholders will not withdraw, and not cause or permit to be withdrawn, any Shares from the
Offer unless and until (A) the Offer expires without Purchaser having accepted for payment the Shares tendered into the Offer or
(B) the Supporting Stockholders’ respective Tender and Support Agreement is terminated in accordance with the terms thereof.
7
Terms used, but not otherwise defined, herein shall
have the meanings ascribed to such terms in the Merger Agreement.
The Tender and Support Agreements further provide that, during the
Support Period (as defined therein and summarized below), the Supporting Stockholders will not vote (and will ensure that any other
person having voting rights with respect to such Shares does not vote) any Shares Beneficially Owned by such Supporting Stockholder
in favor of, or consent to, and will vote against and not consent to, the approval of any (i) Takeover Proposal, (ii) reorganization,
recapitalization, dissolution, liquidation or winding-up of the Issuer or any other extraordinary transaction involving the Issuer
other than the Merger, (iii) corporate action the consummation of which would frustrate the purposes, or prevent or delay the consummation,
of any of the Transactions contemplated by the Merger Agreement in any material respect or (iv) other matter relating to, or in
connection with, any of the foregoing matters (as each term is defined in the Tender and Support Agreements).
The Tender and Support Agreements terminate upon the earlier of
(i) the Effective Time or (ii) the date upon which the Merger Agreement is validly terminated (such period, the “
Support
Period
”). In addition, the Tender and Support Agreements may be terminated by the Supporting Stockholders at any time
following any reduction to the Offer Price upon written notice to Parent following public announcement of such reduction.
The Tender and Support Agreements terminate upon the termination
of the Support Period. As used in the Tender and Support Agreements, the “Support Period” means
the
period from July 2, 2017 through the earlier of (i) the Effective Time or (ii) the date upon which the Merger Agreement is validly
terminated.
During the applicable Support Period, Parent is appointed as the
Supporting Stockholders’ attorney-in-fact and proxy to so vote their Shares subject to their respective Tender and Support
Agreement.
Shared voting power with respect to the Shares owned by the Supporting
Stockholders may be deemed to have been acquired by the Reporting Persons through execution of the Tender and Support Agreements
by the parties thereto.
Schedule B
attached hereto contains the names and number
of Shares beneficially held by each Supporting Stockholder (as represented to Purchaser, Parent and Ultimate Parent by the Issuer
and each Supporting Stockholders).
At the effective time of the Merger, (i) the certificate of
incorporation of the Surviving Corporation will be amended and restated in its entirety as set forth in an exhibit to the Merger
Agreement, (ii) the bylaws of Purchaser, as in effect immediately prior to the effective time of the Merger, will be the bylaws
of the Surviving Corporation and (iii) the directors and officers of Purchaser immediately prior to the effective time of
the Merger will be the initial directors and officers of the Surviving Corporation. Upon consummation of the Merger, the Issuer
(i.e., the Surviving Corporation) will become a direct, wholly-owned subsidiary of Parent and indirect subsidiary of Ultimate Parent
and, following consummation of the Merger, Parent intends to cause the Surviving Corporation to be delisted from the NASDAQ Stock
Market and deregistered under the Exchange Act.
Except as set forth in this Schedule 13D and in connection with
the Merger described above, the Reporting Persons do not have any plan or proposals that relate to or would result in any of the
transactions described in paragraphs (a) through (j) of Item 4 of Schedule 13D.
The foregoing descriptions of the material terms of the Merger Agreement
and the Tender and Support Agreements are only summaries, and are qualified in their entirety by reference to such agreements.
A copy of the Merger Agreement, listed as Exhibit 2.1 hereto, is incorporated by reference to Exhibit 2.1 to the Issuer’s
Current Report on Form 8-K filed with the Securities and Exchange Commission (“
SEC
”) on July 3, 2017 and is
incorporated by reference herein. A copy of the form of Tender and Support Agreement is attached as Exhibit 2.2 to this Schedule
13D and is incorporated by reference herein.
Purchaser, Parent and Ultimate Parent have filed tender offer materials
on Schedule TO, and the Issuer has filed a Solicitation/Recommendation Statement on Schedule 14D-9, with the SEC with respect to
the Offer. The foregoing is neither an offer to purchase nor a solicitation of an offer to sell Shares, nor is it a substitute
for such tender offer materials or Solicitation/Recommendation Statement. The tender offer materials on Schedule TO and the Solicitation/Recommendation
Statement will contain important information regarding the Merger Agreement and the Offer, which holders of Shares should consider
before making any decision regarding tendering such Shares into
the Offer; accordingly, all such stockholders are urged to
read these documents. The Offer to Purchase, the related Letter of Transmittal and certain other tender offer materials, as well
as the Solicitation/Recommendation Statement, will be made available to all of the Issuer’s stockholders at no expense to
them. In addition, such documents and certain other tender offer materials will be made available for free as part of Purchaser’s
(in the case of the tender offer materials on Schedule TO) and the Issuer’s (in the case of the Solicitation/Recommendation
Statement) filings with the SEC to be available at the SEC’s web site at www.sec.gov. Requests for copies of the tender offer
materials or Solicitation/Recommendation Statement may be made to either ADVA Optical Networking, Campus Martinsried, Fraunhoferstrasse
9a, 82152 Martinsried/Munich, Germany or MRV Communications, Inc. 20520 Nordhoff Street, Chatsworth, CA 91311.
Item 5.
|
Interest in Securities of the Issuer
|
(a) and (b) Other than those Shares that may be deemed to be
beneficially owned by the Reporting Persons in connection with the Tender and Support Agreements, the Reporting Persons have not
acquired and, for the purposes of Rule 13d-4 promulgated under the Exchange Act, do not beneficially own any other Shares.
As a result of the Tender and Support Agreements, the Reporting
Persons may be deemed to have the power to vote up to an aggregate of 2,860,042 Shares (as represented to Purchaser, Parent and
Ultimate Parent by the Issuer and the Supporting Stockholders) against certain matters set forth in Item 4 above, and thus,
for the purpose of Rule 13d-3 promulgated under the Exchange Act, the Reporting Persons may each be deemed to be the beneficial
owner of an aggregate of 2,860,042 Shares. All Shares that may be deemed to be beneficially owned by the Reporting Persons constitute
approximately 38.9% of the issued and outstanding Shares as of July 2, 2017 (as represented by the Issuer in the Merger Agreement
with respect to capitalization).
The Reporting Persons are not entitled to any rights as stockholders
of the Issuer as to the Shares covered by the Tender and Support Agreements, except as otherwise expressly provided in the Tender
and Support Agreements.
Except as set forth in this Item 5(a), none of the Reporting
Persons nor, to the knowledge of the Reporting Persons, any of the persons named in
Schedule A
hereto beneficially own any
Shares.
(c) Except for the Merger Agreement and the Tender and Support Agreements
described above, to the knowledge of the Reporting Persons, no transactions in the class of securities reported have been effected
during the past 60 days by any person named in Schedule A or Item 5(a).
(d) To the knowledge of the Reporting Persons, no person other than
the Supporting Stockholders has the right to receive or the power to direct the receipt of dividends from, or the proceeds from
the sale of, the securities of the Issuer reported herein.
(e) Inapplicable.
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
In connection with the Offer and Merger, and concurrently with entering
into the Merger Agreement, Ultimate Parent is guarantying for the benefit of the Issuer the payment obligations of Parent and Purchaser
under the Merger Agreement pursuant to a Guaranty, dated as of July 2, 2017 (the “
Guaranty
”).
Pursuant to the Guaranty, Ultimate Parent irrevocably and unconditionally
(subject to the terms and conditions in the Guaranty) guarantees to the Issuer the full and complete payment by Parent or Purchaser
of all amounts required to be paid by Parent and Purchaser in connection with the Offer and the Merger if and when due, including
(i) the obligation of Purchaser to accept for payment and pay for any Shares validly tendered and not validly withdrawn pursuant
to the Offer and (ii) payments in respect of any Issuer stock options or shares of restricted stock issued pursuant to an Issuer
equity incentive plan outstanding immediately prior to the effective time of the Merger. The Guaranty further provides that, with
respect to such payments, in no event will Guarantor’s aggregate liability under the Guaranty exceed such amounts.
This summary of the Guaranty is only a summary and is qualified
in its entirety by reference to the Guaranty. A copy of the Guaranty, listed as Exhibit 6.1 of this Schedule 13D, is incorporated
by reference to Exhibit 99.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on July 3, 2017and is incorporated
herein by reference.
Except for the Merger Agreement, the Tender and Support Agreements
and the Guaranty described above, to the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings
or relationships (legal or otherwise), including, but not limited to, transfer or voting of any of the securities, finder’s
fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving
or withholding of proxies, among the persons named in Item 2 or between such persons and any other person, with respect to
any securities of the Issuer, including any securities pledged or otherwise subject to a contingency the occurrence of which would
give another person voting power or investment power over such securities.
Item 7.
|
Material to Be Filed as Exhibits
|
1.
|
Joint Filing Agreement, dated as of July 12, 2017, by and among Golden Acquisition Corporation, ADVA NA Holdings, Inc. and ADVA Optical Networking SE.*
|
|
|
2.
|
Agreement and Plan of Merger, dated as of July 2, 2017, by and among ADVA NA Holdings, Inc., Golden Acquisition Corporation and MRV Communications, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by MRV Communications, Inc. with the SEC on July 3, 2017).
|
|
|
3.
|
Guaranty, dated as of July 2, 2017, between ADVA Optical Networking SE and MRV Communications, Inc. (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by MRV Communications, Inc. with the SEC on July 3, 2017).
|
|
|
4.
|
Form of Tender and Support Agreement (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by MRV Communications, Inc. with the SEC on July 3, 2017).
|
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and correct.
Date: July 12, 2017
|
|
|
|
GOLDEN ACQUISITION CORPORATION
|
|
|
|
|
|
|
|
/s/ Clark Avery
|
|
|
|
|
Name:
|
|
Clark Avery
|
|
|
|
|
Title:
|
|
Vice President and Secretary
|
|
|
|
Date: July 12, 2017
|
|
|
|
ADVA NA HOLDINGS, INC.
|
|
|
|
|
|
|
|
/s/ Ulrich Dopfer
|
|
|
|
|
Name:
|
|
Ulrich Dopfer
|
|
|
|
|
Title:
|
|
Chief Financial Officer
|
|
|
|
Date: July 12, 2017
|
|
|
|
ADVA OPTICAL NETWORKING SE
|
|
|
|
|
|
|
|
/s/ Ulrich Dopfer
|
|
|
|
|
Name:
|
|
Ulrich Dopfer
|
|
|
|
|
Title:
|
|
Chief Financial Officer
|
Exhibit Index
|
1.
|
Joint Filing Agreement, dated as of July 12, 2017,
by and among Golden Acquisition Corporation, ADVA NA Holdings, Inc. and ADVA Optical Networking SE.*
|
|
2.
|
Agreement and Plan of Merger, dated as of July 2,
2017, by and among ADVA NA Holdings, Inc., Golden Acquisition Corporation and MRV Communications, Inc. (incorporated
by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by MRV Communications, Inc. with the SEC on July 3, 2017).
|
|
3.
|
Guaranty, dated as of July 2, 2017, between ADVA Optical
Networking SE and MRV Communications, Inc. (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed
by MRV Communications, Inc. with the SEC on July 3, 2017).
|
|
4.
|
Form of Tender and Support Agreement (incorporated by reference
to Exhibit 99.1 to the Current Report on Form 8-K filed by MRV Communications, Inc. with the SEC on July 3, 2017).
|
SCHEDULE A
1.
|
Golden Acquisition Corporation
|
The name, title, present principal occupation or employment of each
of the directors and executive officers of Golden Acquisition Corporation (“
Purchaser
”), are set forth below.
The business address of Purchaser is Golden Acquisition Corporation, 5755 Peachtree Industrial Blvd., Norcross, Georgia, 30092.
The telephone number at such office is (678) 728-8600.
Name
|
|
Present Principal Occupation Including Name
|
|
Country
of Citizenship
|
|
|
|
|
|
Ulrich Dopfer
|
|
President and Director
|
|
Germany
|
|
|
|
|
|
Clark M. Avery
|
|
Vice President, Secretary and Director
|
|
United States
|
2.
|
ADVA NA Holdings, Inc.
|
The name, title, present principal occupation or employment of each
of the directors and executive officers of ADVA NA Holdings, Inc. (“
Parent
”), are set forth below. The business
address of Parent is Golden Acquisition Corporation, 5755 Peachtree Industrial Blvd., Norcross, Georgia, 30092. The telephone number
at such office is (678) 728-8600.
Name
|
|
Present Principal Occupation Including Name
|
|
Country
of Citizenship
|
|
|
|
|
|
Ulrich Dopfer
|
|
Chief Financial Officer and Director
|
|
Germany
|
|
|
|
|
|
Mathias Petzold
|
|
Director
|
|
Germany
|
|
|
|
|
|
Ryan Schmidt
|
|
Director
|
|
United States
|
3.
|
ADVA Optical Networking SE
|
The name, title, present principal occupation or employment of each
of the directors and executive officers of ADVA Optical Networking SE (“
Ultimate Parent
”), are set forth below.
The business address of each such executive officer, Brian Protiva and Dr. Christoph Glingener is ADVA Optical Networking SE, Campus
Martinsried, Fraunhoferstrasse 9a, 82152 Martinsried/Munich, Germany. The telephone number at such office is +49 (0) 89 890 665
901. The business address of Ulrich Dopfer is ADVA Optical Networking NA, Inc., 5755 Peachtree Industrial Blvd., Norcross, Georgia,
30092. The telephone number at such office is (678) 728-8600.
Name
|
|
Present
Principal Occupation Including Name
|
|
Country
of Citizenship
|
|
|
|
|
|
Nikos Theodosopoulos
|
|
Chairman of the Supervisory Board
|
|
United States
|
|
|
|
|
|
Johanna Hey
|
|
Vice Chairwoman of the Supervisory Board
|
|
Germany
|
|
|
|
|
|
Hans-Joachim Grallert
|
|
Supervisory Board Member
|
|
Germany
|
|
|
|
|
|
Brian Protiva
|
|
Chief Executive Officer
|
|
United States
|
|
|
|
|
|
Dr. Christoph Glingener
|
|
Chief Technology Officer and Chief Operating Officer
|
|
Germany
|
|
|
|
|
|
Ulrich Dopfer
|
|
Chief Financial Officer
|
|
Germany
|
SCHEDULE B
Stockholder
|
|
Shares Beneficially Owned (1)
|
|
Raging Capital Management, LLC
|
|
|
2,136,864
|
|
Kenneth Traub
|
|
|
5,182
|
|
Robert Pons
|
|
|
0
|
|
Stephen Krulik
|
|
|
0
|
|
Brian Bellinger
|
|
|
0
|
|
Mark Bonney
|
|
|
0
|
|
Adam Scheer
|
|
|
0
|
|
Jeannie Diefenderfer
|
|
|
0
|
|
Jeffrey Tuder
|
|
|
1,000
|
|
(1)
|
As of July 2, 2017, as provided by the Issuer and each applicable Supporting Stockholder.
|
Stockholder
|
|
Shares subject
to Company Options (1)
|
|
Raging Capital Management, LLC
|
|
|
0
|
|
Kenneth Traub
|
|
|
32,348
|
|
Robert Pons
|
|
|
32,348
|
|
Stephen Krulik
|
|
|
57,000
|
|
Brian Bellinger
|
|
|
20,328
|
|
Mark Bonney
|
|
|
249,162
|
|
Adam Scheer
|
|
|
115,000
|
|
Jeannie Diefenderfer
|
|
|
22,779
|
|
Jeffrey Tuder
|
|
|
12,410
|
|
(1)
|
As of July 2, 2017, as provided by the Issuer and each applicable Supporting Stockholder.
|
Stockholder
|
|
Shares subject
to other Company
Restricted Stock Awards (1)
|
|
Raging Capital Management, LLC
|
|
|
0
|
|
Kenneth Traub
|
|
|
31,474
|
|
Robert Pons
|
|
|
31,474
|
|
Stephen Krulik
|
|
|
16,000
|
|
Brian Bellinger
|
|
|
2,825
|
|
Mark Bonney
|
|
|
64,996
|
|
Adam Scheer
|
|
|
13,500
|
|
Jeannie Diefenderfer
|
|
|
9,870
|
|
Jeffrey Tuder
|
|
|
5,482
|
|
(1)
|
As of July 2, 2017, as provided by the Issuer and each applicable Supporting Stockholder.
|