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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
SCHEDULE 13D/A
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)
February 5, 1998 (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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AMENDMENT NO. 1 TO SCHEDULE 13D/A
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CUSIP NO. PAGE 2 OF 6 PAGES
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<S> <C> <C> <C>
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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
WC
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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 1,023,011
SHARES
BENEFICIALLY OWNED BY EACH --------------------------------------------------------------------
REPORTING
PERSON 8 SHARED VOTING POWER
WITH 0
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9 SOLE DISPOSITIVE POWER
1,023,011
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,023,011
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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)
29.3%
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14 TYPE OF REPORTING PERSON
CO
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PAGE 3 OF 6
AMENDMENT NO. 1 TO SCHEDULE 13D/A
ITEM 1. SECURITY AND ISSUER
No change is being reported.
ITEM 2. IDENTITY AND BACKGROUND
No change is being reported
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
No change is being reported
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the acquisition of the Common Stock is to make an
investment in Fiberstars and obtain a representative on its Board of Directors.
ADLT may acquire additional Common Stock of Fiberstars. 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. ADLT has approached Fiberstars management to seek approval of
acquiring up to 33% of the voting power of Fiberstars. 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
No change is being reported.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
In addition to the Investor Agreement previously reported,
ADLT has an agreement with Rohm and Haas ("R and H") wherein R and H has the
right to request ADLT to divest its interest in Fiberstars and have any employee
of ADLT resign from the Fiberstars Board. Upon such request from R and H, ADLT
agrees to complete the divestiture within two (2) years of such request subject
to reasonable extension upon consent of R and H. Additionally, ADLT has agreed
not to purchase additional shares of Fiberstars without the prior written
consent of R and H.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
(a) Investor Agreement dated as of July 30, 1997 is hereby
incorporated by reference from Schedule 13D filed via EDGAR on
July 31, 1997.
(b) Exhibit 99. Letter Agreement between Rohm and Haas and Advanced
Lighting Technologies, Inc. dated as of February 10, 1998, filed
herewith.
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PAGE 4 OF 6
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Amendment No. 1 to
Schedule 13D/A statement is true, complete and correct.
ADVANCED LIGHTING TECHNOLOGIES, INC.
February 11, 1998 By: /S/ Louis S. Fisi
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(Date) (Signature)
Louis S. Fisi, Executive Vice President
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EXHIBIT 99
February 10, 1998
VIA FACSIMILE, 1-215-592-2682
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Rohm and Haas Company
100 Independence Mall West
Philadelphia, PA 19106
Gentlemen:
This is to confirm our agreement that, in consideration of our
agreement to amend the Memorandum of Agreement, dated October 15, 1997 between
Advanced Lighting Technologies, Inc. "ADLT" and Rohm and Haas Company
("RandH"), ADLT and RandH agree as follows:
1. ADLT may continue to hold its existing equity stake in
Fiberstars, Inc. until two years following the date on which
RandH shall request ADLT in writing to divest such interest,
provided that:
i. after such written request for divestiture, ADLT
shall be pursuing in good faith all reasonable and
prudent steps to divest such interest as soon as
reasonably practicable,
ii. after such written request for divestiture, any
employee of ADLT then serving as a director or
otherwise participating in the management of
Fiberstars, Inc. shall as soon as practicable submit
his resignation and shall no longer continue serving
in such capacity,
iii. without the prior written consent of RandH ADLT shall
not purchase any additional shares in Fiberstars,
Inc.
Provided that ADLT shall have satisfied the above obligations
RandH shall consider, upon written request from ADLT, a
reasonable extension of the time period after such written
request for divestiture of ADLT's interest in Fiberstars, Inc.
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Rohm and Haas
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February 10, 1998
Please confirm our understanding by executing the attached
copy and returning it to the undersigned.
Very truly yours,
Advanced Lighting Technologies, Inc.
/s/ NICHOLAS R. SUCIC
Nicholas R. Sucic
Chief Financial Officer and Vice President
Accepted and Agreed this
10th day of February, 1998
Rohm and Haas Company
By: /s/ J. MICHAEL FITZPATRICK
J. MICHAEL FITZPATRICK
