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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported: April 21, 1998)
ADVANCED LIGHTING TECHNOLOGIES, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
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OHIO O-27202 34-1803229
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(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
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2307 EAST AURORA ROAD, SUITE ONE, TWINSBURG, OHIO 44087
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code 330/963-6680
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NOT APPLICABLE
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER EVENTS.
On May 5, 1998, Advanced Lighting Technologies, Inc. ("ADLT") announced that it
plans to execute a spinoff of its Microsun Technologies, Inc. subsidiary to ADLT
shareholders. ADLT's press release, dated May 5, 1998, relating to the proposed
spinoff, is attached hereto as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
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Exhibit No. Description of Exhibits Page No.
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99.1 Press release of Advanced Lighting Technologies, Inc. __
dated May 5, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ADVANCED LIGHTING TECHNOLOGIES, INC.
(Registrant)
Date: May 5, 1998 By: /s/ Wayne R. Hellman
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Wayne R. Hellman
Chairman and Chief Executive Officer
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION OF EXHIBITS PAGE NO.
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99.1 Press release of Advanced Lighting Technologies, Inc. dated May __
5, 1998.
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Exhibit 99.1
PRESS RELEASE
ADVANCED LIGHTING TECHNOLOGIES
ANNOUNCES PLANS FOR MICROSUN SPIN-OFF
CLEVELAND, OHIO, MAY 5, 1998... Today, Advanced Lighting Technologies, Inc.
(Nasdaq/NM: ADLT) announced its plans to execute a spin-off of its Microsun
Technologies subsidiary to ADLT's shareholders. ADLT would retain no ownership
interest in Microsun.
Microsun will need an injection of $35 to $45 million of cash in order to
properly finance its future growth plans. Microsun expects to use these
proceeds for its direct marketing programs, new product development, working
capital, capital expenditures, and general corporate purposes.
In connection with the transaction, ADLT will enter into a supply arrangement
with Microsun. This arrangement will ensure Microsun's access to the metal
halide lamps, power supplies, and optical controls that are the primary
components inside every MICROSUN(TM) lighting system.
This transaction is subject to a number of certain conditions, including
finalizing the method of capital injection and receipt of a letter ruling from
the Internal Revenue Service as to the tax nature of the transaction. The
transaction is expected to close in ADLT's fiscal year 1999.
Wayne R. Hellman, ADLT's Chairman and CEO, stated, "The spin-off of Microsun
Technologies will be a win-win situation for all parties involved. Clearly, our
shareholders will benefit from maintaining the same proportional ownership
interest in the huge upside we see in the Microsun franchise. There are a
number of other important benefits."
"Both companies will be free to execute their respective growth plans.
Microsun's consumer orientation requires a marketing approach much different
from that which ADLT is accustomed to in its commercial, industrial, and
outdoor lighting markets. ADLT has plenty of growth opportunities in its core
markets, and it is much wiser to remain focused on those markets than to pursue
an opportunity, however attractive, in a business that clearly demands
different competencies."
"The Microsun management team, headed by CEO John McEllen, will receive the
proper incentives, including ownership in a separate public company, and the
resources to fully-exploit an immediate growth opportunity and to focus on the
task at hand--introducing metal halide technology to the worldwide residential
market. McEllen has 25 years of experience in lighting at General Electric and
Philips and in consumer direct marketing at Vax Appliances."
"After scrutinizing several alternative structures, I am confident that this
spin-off will substantially improve the prospects and the performance of ADLT
and Microsun. We look forward to creating a new publicly-held company that,
like ADLT, is committed to advancing metal halide lighting and maximizing
shareholder value."
Except for historical information contained herein, the matters discussed in
this news release are forward-looking statements that involve risks and
uncertainties, including the timely development and market acceptance of new
products, the impact of competitive products and pricing, and other risks
detailed from time-to-time in the Company's EDGAR filings with the
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Securities and Exchange Commission. In particular, see "Risk Factors" in the
Company's Form 10-K for the fiscal year ended June 30, 1997. The Company's
actual results could differ materially from those anticipated in these
forward-looking statements.
Advanced Lighting Technologies, Inc. is an innovation-driven designer,
manufacturer, and marketer of metal halide lighting products, including
materials, system components, systems, and production equipment with operations
and affiliates in North America, Europe, the Pacific Rim, and Australia.
CONTACT: Rick Barone - Director of Investor Relations
Advanced Lighting Technologies, Inc.
(440) 836-7111
