As filed with the Securities and Exchange Commission on August 19, 1998.
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
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(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
1994 DIRECTORS' STOCK OPTION PLAN
(Full title of the Plans)
-------------------------
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
100 Congress Avenue, Suite 1440
Austin, TX 78701-4042
(512) 457-7000
Page 1 of 11 Pages. Exhibit Index at Page 9.
(Calculation of Registration Fee on following page.)
<PAGE>
<TABLE>
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
Title of Proposed Proposed Amount of
Securities to Maximum Amount to Maximum Maximum Registration
be Registered be Registered Offering Price Aggregate Fee
Per Share Offering Price
- -------------------------------- -------------------- --------------------- -------------------- --------------------
<S> <C> <C> <C> <C>
1994 Stock Option Plan:
Common Stock
$.0001 par value............... 500,000 shares $ 4.4375 (2) $ 2,218,750 $ 655
1994 Director's Stock Option
Plan:
Common Stock
$.0001 par value............... 7,916 shares $ 3.17 (1) $ 25,094 $ 7
Common Stock
$.0001 par value............... 42,084 shares $ 4.4375 (2) $ 186,748 $ 55
============== ============ =========
TOTAL 550,000 shares $ 2,430,592 $ 717
<FN>
(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 weighted average per share exercise price
(rounded to the nearest cent) of outstanding options under the referenced
Plan, 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 by
the Nasdaq Stock Market as of August 5, 1998.
</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, 1997.
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 Item 3(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 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
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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.
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
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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 August 14, 1998
FIBERSTARS, INC.
By: /s/ David N. Ruckert
-------------------------------------
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 Robert A. Connors,
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 8/14/98
- --------------------------
(John B. Stuppin)
/s/ David N. Ruckert President and Chief Executive Officer 8/14/98
- -------------------------- (Principal Executive Officer) and Director
(David N. Ruckert)
/s/ Robert A. Connors Vice President, Finance and Chief Financial Officer 8/14/98
- -------------------------- (Principal Financial and Accounting Officer)
(Robert A. Connors)
/s/ Theodore L. Eliot, Jr. Director 8/14/98
- --------------------------
(Theodore L. Eliot, Jr.)
/s/ B. J. Garet Director 8/14/98
- --------------------------
(B. J. Garet)
/s/ Wayne R. Hellman Director 8/14/98
- --------------------------
(Wayne R. Hellman)
/s/ Michael Feuer, Ph.D. Director 8/14/98
- --------------------------
(Michael Feuer, Ph.D.)
/s/ Philip Wolfson Director 8/14/98
- --------------------------
(Philip Wolfson)
</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.
August 19, 1998
9
<PAGE>
<TABLE>
INDEX TO EXHIBITS
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<CAPTION>
Exhibit Number Document Sequentially Numbered Page
- -------------- -------- --------------------------
<S> <C> <C>
5.1 Opinion of Counsel as to legality of 10
securities being registered
23.1 Consent of Independent Accountants. 11
23.2 Consent of Counsel (contained in Exhibit 5.1 10
hereto).
24.1 Power of Attorney (see page 7). 7
</TABLE>
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Exhibit 5.1
August 19, 1998
Fiberstars, Inc.
2883 Bayview Drive
Fremont, CA 94538
Ladies and Gentlemen
We have examined the Registration Statement on Form S-8 (the
"Registration Statement") filed by you with the Securities and Exchange
Commission (the "Commission") on or about August 18, 1998 in connection with the
registration under the Securities Act of 1933, as amended, of an aggregate of
550,000 shares of Common Stock (the "Shares") pursuant to the Company's 1994
Stock Option Plan and the Company's 1994 Directors' Stock Option Plan
(collectively, the "Plans"). As your counsel in connection with the Registration
Statement, we have examined the proceedings taken and are familiar with the
proceedings proposed to be taken by you in connection with the sale and issuance
of the Shares.
It is our opinion that upon conclusion of the proceedings being taken
or contemplated under the Plans or by us, as your counsel, to be taken prior to
the issuance of the Shares, and upon completion of the proceedings being taken
in order to permit such transactions to be carried out in accordance with the
securities laws of the various states where required, the Shares when issued and
sold in the manner described in the Registration Statement will be legally and
validly issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement, including the Prospectus constituting a part thereof,
and in any amendment thereto.
Very truly yours,
/s/ GRAY CARY WARE & FREIDENRICH
GRAY CARY WARE & FREIDENRICH LLP
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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 February 4, 1998 on our audit
of the financial statements of Fiberstars, Inc. as of December 31, 1997 and
1996, and for each of the three fiscal years ended December 31, 1997, appearing
in the Annual Report on Form 10-KSB (SEC File No. 000-24230) of Fiberstars, Inc.
filed with the Securities and Exchange Commission pursuant to the Securities
Exchange Act of 1934.
/s/ PricewaterhouseCoopers
PRICEWATERHOUSECOOPERS LLP
San Jose, California
August 18, 1998
11
