As filed with the Securities and Exchange Commission on June 3, 1997.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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FIBERSTARS, INC.
(Exact name of Registrant as specified in its charter)
CALIFORNIA 94-3021850
- ------------------------- ------------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
2883 Bayview Drive
Fremont, CA 94538
(Address of principal executive of offices)
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1994 STOCK OPTION PLAN
(Full title of the Plans)
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David N. Ruckert
President and Chief Executive Officer
FIBERSTARS, INC.
2883 Bayview Drive
Fremont, CA 94538
(510) 490-0719
(Name, address and telephone number of agent for service)
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Copies to:
Paul E. Hurdlow, Esq.
Gray Cary Ware & Freidenrich
4365 Executive Drive, Suite 1600
San Diego, California 92121-2189
(619) 677-1400
Page 1 of 11 Pages. Exhibit Index at Page 9.
(Calculation of Registration Fee on following page.)
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<TABLE>
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
Proposed Proposed
Title of Maximum Maximum Amount of
Securities to Maximum Amount to Offering Price Aggregate Registration
be Registered be Registered Per Share Offering Price Fee
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1994 Stock Option Plan:
Common Stock
$.0001 par value ... 75,000 shares $4.75(1) $ 356,250 $ 108
Common Stock
$.0001 par value ... 425,000 shares $4.56(2) $ 1,938,000 $ 588
TOTAL 500,000 shares $ 2,294,250 $ 696
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<FN>
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(1) Computed in accordance with Rule 457(h) under the Securities Act of
1933 solely for the purpose of calculating the total registration fee.
The computation was based on the price at which certain outstanding
options under the referenced Plan may be exercised, the shares issuable
under which are registered hereby.
(2) Estimated in accordance with Rules 457(h) and 457(c) under the
Securities Act of 1933 solely for the purpose of calculating the total
registration fee. The computation with respect to unissued options is
based upon the average of the high and low sale prices of the Common
Stock as reported in the Nasdaq National Market System as of May 28,
1997.
</FN>
</TABLE>
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<PAGE>
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3 INFORMATION INCORPORATED BY REFERENCE
The following documents and information heretofore filed with the
Securities and Exchange Commission are hereby incorporated by reference:
Item 3(a)
The Registrant's latest annual report on Form 10-K filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), containing audited financial statements for the Registrant's
fiscal year ended December 31, 1996.
Item 3(b)
All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred
to in (a) above.
Item 3(c)
Items 1 and 2 of the Registrant's Registration Statement on Form 8-A
filed on August 19, 1994 pursuant to Section 12 of the Securities Exchange Act
of 1934, as amended.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents.
Item 4 DESCRIPTION OF SECURITIES
Not applicable.
Item 5 INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
Item 6 INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant has adopted provisions in its Articles of Incorporation
that limit the liability of its directors for monetary-damages arising from a
breach of their fiduciary duty as directors to the fullest extent permitted by
the California Corporations Code. Such limitation of liability does not affect
the availability of equitable remedies such as injunctive relief or rescission.
The limitation on monetary liability also does not apply to liabilities arising
under the federal securities laws.
The Registrant's Bylaws provide that the Registrant will indemnify its
directors and officers to the fullest extent permitted by California law,
including circumstances in which indemnification is otherwise discretionary
under California law. The Registrant has entered into indemnification
3
<PAGE>
agreements with its directors containing provisions which are in some respects
broader than the specific indemnification provisions contained in the California
Corporations Code. The indemnification agreements may require the Registrant,
among other things, to indemnify its directors against certain liabilities that
may arise by reason of their status or service as directors (other than
liabilities arising from willful misconduct of a culpable nature), to advance
their expenses incurred as a result of any proceeding against them as to which
they could be indemnified, and to obtain directors' insurance if available on
reasonable terms.
Item 7 EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8 EXHIBITS
Exhibit
Number Document
------- --------
5.1 Opinion of Counsel as to legality of securities being registered.
23.1 Consent of Independent Accountants.
23.2 Consent of Counsel (contained in Exhibit 5.1 hereto).
24.1 Power of Attorney (see page 7).
Item 9 UNDERTAKINGS
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
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<PAGE>
C. Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, hereunto duly
authorized, in the City of Fremont, State of California, on June 2, 1997
FIBERSTARS, INC.
By: /s/ David N. Ruckert
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David N.Ruckert, President and
Chief Executive Officer
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<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David N. Ruckert and William C. Lapworth,
jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
<TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ John B. Stuppin Chairman of the Board of Directors 6/2/97
- --------------------------------
(John B. Stuppin)
/s/ David N. Ruckert President and Chief Executive Officer 6/2/97
- -------------------------------- (Principal Executive Officer) and
(David N. Ruckert) Director
/s/ William Lapworth Vice President, Finance and Chief 6/2/97
- -------------------------------- Financial Officer (Principal Financial
(William Lapworth) and Accounting Officer)
/s/ Michael D. Ernst Director 6/2/97
- --------------------------------
(Michael D. Ernst)
/s/ B.J. Garet Director 6/2/97
- --------------------------------
(B. J. Garet)
/s/ Michael Feuer Director 6/2/97
- --------------------------------
(Michael Feuer, Ph.D.)
/s/ Paul Wang Director Director 6/2/97
- --------------------------------
(Paul Wang)
/s/ Philip Wolfson Director 6/2/97
- --------------------------------
(Philip Wolfson)
/s/ Theodore L. Eliot Jr. Director 6/2/97
- --------------------------------
(Theodore L. Eliot. Jr.)
</TABLE>
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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EXHIBITS
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Registration Statement on Form S-8
FIBERSTARS, INC.
June 3, 1997
8
<PAGE>
<TABLE>
INDEX TO EXHIBITS
<CAPTION>
Sequentially
Exhibit Numbered
Number Document Page
------ -------- ----
<S> <C> <C>
5.1 Opinion of Counsel as to legality of securities being
registered. 10
23.1 Consent of Independent Accountants. 11
23.2 Consent of Counsel (contained in Exhibit 5.1 hereto). 10
24.1 Power of Attorney (see page 7). 7
9
</TABLE>
Exhibit 5.1
June 3, 1997
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Fiberstars, Inc. Registration Statement on Form S-8
Ladies and Gentlemen:
As counsel to Fiberstars, Inc., a California corporation (the
"Company"), we are rendering this opinion in connection with the registration
under the Securities Act of 1933, as amended, of up to 500,000 shares of the
Company's Common Stock, $0.0001 par value, which may be issued pursuant to the
exercise of options granted under the Fiberstars, Inc. 1994 Stock Option Plan
(the "Plan").
We have examined all instruments, documents and records which we deemed
relevant and necessary for the basis of our opinion hereinafter expressed. In
such examination, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies.
Based on such examination, we are of the opinion that the 500,000
shares of Common Stock which may be issued upon the exercise of options granted
under the Plan are duly authorized shares of the Company's Common Stock, and,
when issued against payment of the purchase price therefor in accordance with
the provisions of the Plans, will be validly issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement referred to above and the use of our name wherever it
appears in said Registration Statement.
Respectfully submitted,
/s/ GRAY CARY WARE & FREIDENRICH
GRAY CARY WARE & FREIDENRICH
A Professional Corporation
10
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
Fiberstars, Inc. on Form S-8 of our report dated January 31, 1997, on our audit
of the financial statements of Fiberstars, Inc. as of December 31, 1996 and
1995, and for each of the three years in the period ended December 31, 1996,
appearing in the Annual Report on Form 10-KSB (SEC File No. 33-85664) of
Fiberstars, Inc.
/s/ Coopers & Lybrand
COOPERS & LYBRAND L.L.P.
San Jose, California
June 3, 1997
