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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
FIBERSTARS, INC.
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(Name of Issuer)
COMMON STOCK, NO PAR VALUE
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(Title of Class of Securities)
315662 10 6
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(CUSIP Number)
Gerald W. Cowden, Esq., 1414 Terminal Tower,
Cleveland, Ohio 44113; (216) 241-2880
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 30, 1997 (Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ]
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
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*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
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).
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SCHEDULE 13D
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CUSIP NO. 315662106 PAGE 2 OF 11 PAGES
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<TABLE>
<CAPTION>
<S> <C> <C>
- ------------ ------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON
Advanced Lighting Technologies, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2 (e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
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7 SOLE VOTING POWER
NUMBER OF 669,411
SHARES --------- ---------------------------------------------------------------
BENEFICIALLY OWNED BY EACH 8 SHARED VOTING POWER
REPORTING 0
PERSON --------- ---------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
669,411
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
669,411
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.6%
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14 TYPE OF REPORTING PERSON
CO
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</TABLE>
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PAGE 3 OF 11
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER
The class of securities to which this statement relates is
Common Stock, no par value (the "Common Stock"). The name and address of the
principal executive office of the issuer is Fiberstars, Inc., 2883 Bayview
Drive, Fremont, California 94538.
ITEM 2. IDENTITY AND BACKGROUND
(a)-(c) The name of the entity filing this statement is
Advanced Lighting Technologies, Inc., an Ohio
corporation ("ADLT").
The address of ADLT's principal business and its
principal office is 2307 East Aurora Road, Suite One,
Twinsburg, Ohio 44087.
The principal business of ADLT is the design,
manufacture and marketing of metal halide lighting
products.
(d) None
(e) None
(f) Not applicable
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PAGE 4 OF 11
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The purchase price of $2,835,000 was paid for 630,111 shares and has
been obtained from a portion of net proceeds from ADLT's public offering of its
common stock in July, 1997.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the acquisition of the Common Stock is to make an
investment in Fiberstars and to obtain a representative on it's Board of
Directors. While ADLT has no current intent to acquire additional Common Stock
of Fiberstars, it may do so at a later date. Any acquisition resulting in
ADLT's beneficially owning more than 30% of the voting power of Fiberstars,
however, would require the consent of Fiberstars' uninterested directors. Also,
ADLT may not, pursuant to the Investors Agreement, dispose of the beneficial
ownership or voting control of the Fiberstars Common Stock except under certain
conditions. See description of Investor Agreement in Item 6.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) ADLT beneficially owns 669,411 shares of Common
Stock. This represents approximately 19.6% of the
Common Stock outstanding as of March 31, 1997.
(b) ADLT has the sole power to vote and dispose of
669,411 shares of Common Stock. However, pursuant to
the Investor Agreement described in Item 6, ADLT has
agreed to vote its 669,411 shares of Common Stock
with management on all matters (other than election
of directors) only in the same proportion as the
remaining shareholders vote. Also, pursuant to this
Agreement, ADLT's power to dispose of these shares is
restricted.
(c) None.
(d) None.
(e) None.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
ADLT and Fiberstars have entered into an Investor Agreement dated as of
July 30, 1997 providing for, among other things:
(a) A standstill agreement whereby ADLT will not, without
the consent of Fiberstars' uninterested Directors,
obtain more than 30% of the voting power of
Fiberstars;
(b) ADLT's agreement not to solicit proxies with respect
to the election or removal of any Fiberstars'
Directors;
(c) ADLT's agreement not to deposit its Fiberstars Common
Stock in a voting trust or to join a group or
otherwise act in concert with a third person for the
purpose of acquiring, holding, voting or disposing of
the Fiberstars Common Stock.
(d) ADLT's agreement to notify Fiberstars' management if
it plans to acquire or dispose of Fiberstars Common
Stock;
(e) ADLT's agreement to vote with management on all
matters (other than the election of directors) only
in the same proportion as the remaining shareholders
vote;
(f) Appointment of one person nominated by ADLT to
Fiberstars' Board;
(g) Restrictions on ADLT's ability to dispose of the
Common Stock;
(h) Antidilution rights to ADLT; and
(i) Assignment of registration rights to ADLT.
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PAGE 5 OF 11
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
(a) Investor Agreement dated as of July 30, 1997
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PAGE 6 OF 11
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Schedule 13D statement
is true, complete and correct.
ADVANCED LIGHTING TECHNOLOGIES, INC.
July 30, 1997 By: /s/ WAYNE R. HELLMAN
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(Date) (Signature)
Wayne R. Hellman, Chief Executive Officer
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PAGE 7 OF 11
INVESTOR AGREEMENT
This Investor Agreement ("Agreement") is made as of this 30th day of
July, 1997 by and between FIBERSTARS, INC., a California corporation (the
"Company"), and ADVANCED LIGHTING TECHNOLOGIES, INC., an Ohio corporation
("ADLT").
RECITALS
WHEREAS, ADLT is, on or about the time of execution of this Agreement,
purchasing an aggregate of 630,111 shares of Common Stock of the Company from
Belfield Services, Inc. ("Belfield"); and
WHEREAS, in connection with the foregoing transaction, ADLT is desirous
of obtaining a seat on the Company's Board of Directors (the "ADLT Board Seat");
and
WHEREAS, the Company currently has a single vacancy on its Board of
Directors and is desirous of adding a representative of ADLT to the Board
effective as of the date of this Agreement; and
WHEREAS, the parties hereto wish to set forth their agreements relative
to transactions in the Company's securities by ADLT, among other things;
NOW THEREFORE, in consideration of the mutual promises and covenants
set forth herein, the Company and ADLT agree as follows:
OWNERSHIP AND CONTROL RESTRICTIONS
1. Standstill Agreement. Notwithstanding any other provisions of this
Agreement, without the written consent of the Company and the majority of
Company's Directors not nominated by ADLT or its affiliates, successors in
interest, nominees or assignees, neither ADLT nor its affiliated entities will
acquire beneficial ownership (which term shall include for the purposes of this
Agreement, without limitation, direct or indirect ability to influence voting)
of any securities of the Company entitled to vote with respect to the election
of any directors of the Company ("Voting Securities"), any security convertible
into, exchangeable for exercisable for or that may become any Voting Securities
or any other right to acquire Voting Securities, if after such acquisition the
Voting Securities then beneficially owned by ADLT and/or its affiliated
entities, together with the Voting Securities with respect to which ADLT and/or
such entities have the right or future right to acquire such beneficial
ownership, represent (or will represent when outstanding) voting power greater
than thirty percent (30%) of the voting power of all then outstanding Voting
Securities (as determined if all outstanding Voting Securities were voting
together).
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(a) Voting Trust, etc. Neither ADLT nor any affiliated entity shall
deposit any Voting Securities in a voting trust, or, except as otherwise
provided herein, subject any Voting Securities to any arrangement or agreement
with respect to the voting of such Voting Securities.
(b) Solicitation of Proxies. Without the Company's prior written
consent, neither ADLT nor any affiliated entity shall solicit proxies with
respect to any Voting Securities, nor shall any of them become, with respect to
the election or removal of any of the Company's directors, a "participant"
within the meaning of Rule 14a-11 of Regulation 14A under the Exchange Act;
provided, however, that ADLT shall not be deemed to be a "participant" under
such role by reason of the membership of its designee on the Company's Board of
Directors.
(c) Acts in Concert with Others. Neither ADLT nor any affiliate entity
shall join a partnership, limited partnership, syndicate or other group, or
otherwise act in concert with any third person, for the purpose of acquiring,
holding, voting or disposing of Voting Securities. The foregoing prohibition
shall not prevent ADLT from joining a partnership, limited partnership,
syndicate or other group not formed or perpetuated for any such purpose which
acquires, holds or disposes of Voting Securities, provided that neither ADLT nor
any affiliated entity is able, either directly or indirectly, to vote such
Voting Securities.
2. Notice of Voting Securities Purchases and Sales. ADLT shall advise the
management of the Company as to its and its affiliated entities' plans to
acquire or dispose of beneficial ownership of any Voting Securities, or rights
thereto, reasonably in advance of any such action. All purchases of Voting
Securities of the Company by ADLT and its affiliated entities shall be made in
compliance with applicable laws and regulations.
3. Voting: Appointment of Director. Unless the Company otherwise consents in
writing, ADLT shall take such action as may be required so that all such Voting
Securities are voted with management on all matters, other than the election of
directors, to be voted on by holders of Voting Securities in not less than the
same proportion as the votes cast by the other holders of Voting Securities with
respect to such matters. ADLT and its affiliated entities, as holders of shares
of Voting Securities, shall be present, in person or by proxy, at all meetings
of stockholders of the Company so that all shares of Voting Securities
beneficially owned by ADLT and/or its affiliated entities may be counted for the
purpose of determining the presence of a quorum at such meetings.
Effective upon the closing of the transactions described in that
certain Stock Purchase Agreement of even date herewith among the Company, ADLT
and Belfield Services, Inc., the Company agrees to appoint a nominee of ADLT
(the "ADLT Nominee") reasonably acceptable to the Company's Board of Directors,
to hold office until the next annual meeting of the Company's shareholders and
until his successor is duly elected and qualified. The Company agrees to take
such action as is reasonably necessary to cause the election of the ADLT Nominee
to the Company's Board of Directors. Once elected, the ADLT Nominee may not be
removed from the Board other than for cause. Any vacancy created on the Board as
a result of the resignation, death, disability or removal of the ADLT Nominee
shall be filled by the nomination of a replacement director by ADLT
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PAGE 9 OF 11
reasonably acceptable to the Company and the prompt appointment of such nominee
by the remaining directors to fill such vacancy. Notwithstanding the foregoing,
the Company's obligations under this Section 3 shall terminate if the percentage
of Voting Securities of the Company owned beneficially and of record by ADLT
becomes less than fifteen percent (15%).
4. Restrictions on Transfer of Voting Securities. Neither ADLT nor any
affiliated entity shall dispose of beneficial ownership or voting control of
Voting Securities or any right thereto except (i) to the Company or any person
or group approved by the Company; (ii) to a corporation or other entity of which
ADLT owns not less than 50% of the voting power entitled to be cast in the
election of directors or managers, as the case may be (a "Controlled
Enterprise"), so long as such Controlled Enterprise agrees to hold such Voting
Stock subject to all the provisions of this Agreement, including this Section 4,
and agrees to transfer such Voting Securities to ADLT or another Controlled
Enterprise of ADLT if it ceases to be a Controlled Enterprise of ADLT; (iii)
pursuant to a bona fide public offering registered under the Securities Act of
either Voting Securities or securities exchangeable or exercisable for
Securities (in which ADLT obtains more than 10% of the offering and ADLT does
not have the ability to select the purchasers); (iv) pursuant to Rule 144 under
the Securities Act (provided that if Rule 144(k) is available, such transfer
nevertheless is within the volume limits and manner of sale requirements
applicable to non-144(k) transfers under Rule 144); (v) in transaction not
described in (i), (ii), (iii), (iv) or (vi) hereof so long as such transactions
do not, directly or indirectly, result in any person or group owning or having
the right to acquire or intent to acquire beneficial ownership of Voting
Securities with aggregate voting power of five percent (5%) or more of the
aggregate voting power of all outstanding Voting Securities (as determined if
all Voting Securities were voting together); or (vi) in response to an offer to
purchase or exchange for cash or other consideration any Voting Securities that
(a) is made by or on behalf of the Company, or (b) is made by another person or
group and is not opposed by the Board of Directors of the Company within the
time such Board is required, pursuant to regulations under the Exchange Act, to
advise Company stockholders of such Board's position on such offer. ADLT's
obligations pursuant to this Section 4 shall terminate effective upon
termination of the Company's obligations pursuant to Section 3 hereof.
5. Right to Maintain. If the percentage interest of the Purchaser in
the Total Voting Power (as defined below) of the Company is reduced as a result
of an issuance by the Company of Common Stock or of any other voting security of
the Company (including any issuance following conversion of any security
convertible into or exchangeable for Common Stock or any other voting security
of the Company or upon exercise of any option, warrant or other right to acquire
any Common Stock or any other voting security of the Company), the Company shall
so notify the Purchaser by written dated notice within 10 calendar days after
such issuance and shall offer to sell to the Purchaser, and if such offer is
accepted within 10 calendar days of receipt of such offer, shall sell to the
Purchaser, at a purchaser price per share equal to the Average Market Price per
share on the date of the Company's notice given pursuant to this Section 5, that
number of shares of Common Stock which, if purchased by the Purchaser, would
result in the Purchaser's retaining the percentage interest in the total Voting
Power of the Company in effect prior to such reduction of its interest, up to a
percentage interest of twenty-five percent (25%). For purposes of this
Agreement, the Average
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PAGE 10 OF 11
Market Price of any security at any date shall be the average of the closing
prices for a share of such security on the 10 consecutive trading days ending on
the trading date last preceding the date of determination of such price, as
reported on the NASDAQ National Market System ("NMS") or, if such closing prices
shall not be reported on the NMS, the average of the mean between the closing
bid and asked prices of a share of such security on such 10 consecutive trading
days as so reported or, if such prices shall not be so reported, as the same
shall be reported by the NASDAQ Over-the-Counter Market or, in all other cases,
the value set in good faith by the Company's Board of Directors. The purchase
and sale of any shares of Common Stock pursuant to any offer made under this
Section 5 that is accepted by the Purchaser shall take place at 10:00 a.m. on
the business day following the expiration or early termination of all waiting
periods imposed on such purchase and sale by the Hart-Scott-Rodino Antitrust
Improvements Act ("HSR Act") or, if no waiting period is imposed on such
purchase and sale by the HSR Act, on the business day following the Purchaser's
acceptance of such offer at the offices of the Company, or at such other time
and place as the Company and the Purchaser may agree. The Company and the
Purchaser will use their best efforts to comply with all federal and state laws
and regulations and stock exchange listing requirements applicable to any
purchase and sale of shares of Common Stock under this Section 5. The issuance
of such shares shall be subject to compliance with applicable stock exchange or
NASDAQ requirements and there shall not then be in effect any order enjoining or
restraining such exercise on issuance.
Notwithstanding the foregoing, if any issuance of securities or rights
to acquire securities requiring the Company to make an offer under this Section
5 shall be for a number of securities representing less than 3% of the Total
Voting Power of this Company in effect immediately following such issuance, the
Company shall have the right to delay giving the notice otherwise required by
this Section 5 until the earlier of (i) the next issuance which, together with
all issuances after which notice was delayed pursuant to this sentence, shall
represent an aggregate of 3% or more of the Total Voting Power of the Company
then in effect or (ii) the 45th calendar day next preceding the last day of the
company's then fiscal year for accounting purpose and, thereupon, the Company
shall give such notice with respect to all shares of Common Stock which it shall
be obligated to offer to sell to the Purchaser and which shall not have been the
subject of a previous notice pursuant to this Section 5. The right of delay set
forth in this paragraph shall not apply to any insurance by the Company that
results in the percentage of the Total Voting Power of the Company held by ADLT
declining below twenty-two percent (22%).
As used in this Agreement, the term "Total Voting Power of the
Company" means the total number of votes which may be cast in the election of
directors of the Company at any meeting of shareholders of the Company if all
securities entitled to vote in the election of directors of the Company were
present and voted at such meeting, other than votes that may be cast only upon
the happening of a contingency.
6. Governing Law. This Agreement shall be governed by the laws of the
State of California as such laws are applied to agreements between California
residents entered into and to be performed entirely within California.
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7. Amendment of Registration Rights; Consent to Assignment. The Company
hereby consents to the assignment to ADLT of all of the rights, preferences and
privileges afforded Belfield Services, Inc. and its predecessor in interest,
Pacific Technology Fund ("PTF"), pursuant to that certain Registration Rights
Agreement among the Company and the Holders (as defined therein) dated June 27,
1990, as amended through and including Amendment No. 3 thereto dated as of
August, 1994 (the "RRA").
The Company represents and warrants that (i) as of the date hereof
there has been no exercise of any demand registration right pursuant to Section
2.1 of the RRA; and (ii) upon due execution of Amendment No. 4 to the RRA of
even date herewith by the Company and Belfield (the successor in interest to
PTF) the rights and preferences of Belfield under the RRA may be validly
assigned to ADLT.
8. Successors and Assigns. Except as otherwise expressly provided
herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the successors, assigns, heirs, executors and administrators of the
parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Investor
Agreement effective as of the date and year first above written.
FIBERSTARS, INC. ADVANCED LIGHTING TECHNOLOGIES, INC.
/s/ David Ruckert /s/ Louis S. Fisi
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Title: President / CFO Executive Vice President
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11
