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EXHIBIT 2.1(c)
Execution copy
ADDENDUM TO STOCK PURCHASE AGREEMENT
THIS ADDENDUM is entered into on this 14th day of April, 2000 by and among
Fiber Optic Communications, Inc., a corporation organized and existing under
the laws of the Republic of China ("FOCI"), MRV Communications, Inc., a
corporation organized and existing under the laws of Delaware, U.S.A. ("MRV"),
and each person listed in the Schedule 1 (individually, a "Selling Shareholder"
and collectively "Selling Shareholders"), represented by their
attorneys-in-fact, Xxxxxx Xx-Xxxxx Xxxx and Xxxxx Song-Xxxx Xxx
("Attorneys-in-Fact"). MRV, FOCI and Selling Shareholders are referred to
herein individually as the "Party" and collectively as the "Parties".
WITNESSETH
WHEREAS, FOCI, MRV and certain Selling Shareholders, represented by
Attorneys-in-Fact, have entered into a Stock Purchase Agreement ("SPA") on the
21st day of February, 2000;
WHEREAS, MRV, certain Selling Shareholders and the law firm of Xxxxx &
XxXxxxxx, Taipei Office (the "Escrow Agent") having Xxxxx Xxxx as its
representative have entered into an Escrow Agreement (the "Escrow Agreement")
on the 21st day of February, 2000;
WHEREAS, MRV has announced that it will hold a special meeting of shareholders
("Special Shareholders' Meeting") in May 2000 for the purpose of approving a two
for one stock split (the "Stock Split") which will become effective after the
Special Shareholders' Meeting assuming that a majority of the MRV shareholders
voting approve the Stock Split;
WHEREAS, the Parties wish to enter into this Addendum to amend certain
provisions to the SPA.
NOW, THEREFORE, the Parties agree as follows:
A new paragraph (c) shall be added into Section 2.1.1 of the SPA to read as
follows: "MRV confirms that the Selling Shareholders who receive MRV Shares
(including Escrowed Shares) under the transaction contemplated hereunder will
have the same right as all other MRV's existing common stockholders with
respect to the Stock Split effective after the Special Shareholders' Meeting if
a majority of the MRV shareholders voting approve the Stock Split. MRV agree
that it will do the best to cause a majority of the MRV shareholders to vote
approving the Stock Split."
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Execution copy
IN WITNESS WHEREOF, the Parties hereto have executed this Addendum as of the
date first above written.
MRV COMMUNICATIONS, INC.
/s/ XXXX XXXXX
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By: Xxxx Xxxxx
Title: President and CEO
FIBER OPTIC COMMUNICATIONS, INC.
/s/ XXXXXX XX-XXXXX XXXX
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By: Xxxxxx Xx-Xxxxx Wang
Title: Chairman of Board
SELLING SHAREHOLDERS
/s/ XXXXXX XX-XXXXX XXXX
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Represented by: Xxxxxx Xx-Xxxxx Wang
/s/ XXXXX SONG-XXXX XXX
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Represented by: Xxxxx Song-Xxxx Xxx
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To: FOCI Selling Stockholders
MRV agrees to file an application on behalf of the Selling Shareholders with
the U.S. Securities Exchange Commission and exercise its best efforts to obtain
an registration statement aimed to release the Selling Shareholders from the
resale restriction imposed by the Securities Act of 1933, as amended. Provided
however, MRV can not guarantee the successful registration and the time period
required to obtain such successful registration.
MRV Communications Inc.
/s/ XXXX XXXXX
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By: Xxxx Xxxxx
Title: President and CEO
Date: April 14, 2000
