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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(AMENDMENT NO. 2)
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)
October 14, 1999 (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 8 PAGES
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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 8 SHARED VOTING POWER
PERSON 0
WITH --------- ----------------------------------------------------------
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)
25.7%
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14 TYPE OF REPORTING PERSON
CO
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PAGE 3 OF 8
SCHEDULE 13D/A
(AMENDMENT NO. 2)
ITEM 1. SECURITY AND ISSUER
No change is being reported.
ITEM 2. IDENTITY AND BACKGROUND
(b) The address and principal business office of Advanced
Lighting Technologies, Inc. ("ADLT") is 32000 Aurora
Road, Solon, Ohio 44139.
No other 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 original acquisition of the Common Stock
was to make an investment in Fiberstars, Inc. ("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' disinterested directors. ADLT previously 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.
ADLT and Fiberstars have entered into a letter of intent
pursuant to which Fiberstars would enter into a transaction to acquire certain
assets of Unison Fiber Optic Lighting Systems LLC ("Unison") which would result
in indirect ownership by ADLT of warrants to acquire up to 1,000,000 additional
shares of Common Stock of Fiberstars. In addition, Fiberstars would enter into
an agreement with Unison to continue Unison's research and development directed
at fiber optic products employing metal halide technology and related
cross-licensing arrangements. The agreement in principal is subject to certain
conditions, see the Amended and Restated Letter of Intent attached hereto and
referred to in Items 6 and 7 hereof.
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 and the Letter Agreement
previously reported, ADLT and Fiberstars have entered into a letter of intent
pursuant to which Fiberstars would enter into a transaction to acquire certain
assets of Unison Fiber Optic Lighting Systems LLC ("Unison") which would result
in indirect ownership by ADLT of warrants to acquire up to 1,000,000 additional
shares of Common Stock of Fiberstars. The agreement in principle is subject to
certain conditions. When and if
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PAGE 4 OF 8
issued, the warrants will permit ADLT to acquire indirectly 250,000 shares if
the price of Fiberstars Common Stock reaches $6 per share and sales of goods
employing Unison technology reach a certain level, 250,000 shares if the price
of Fiberstars Common Stock reaches $8 per share and sales of goods employing
Unison technology reach a certain level, 250,000 shares if the price of
Fiberstars Common Stock reaches $10 per share and sales of goods employing
Unison technology reach a certain level and 250,000 shares if the price of
Fiberstars Common Stock reaches $12 per share and sales of goods employing
Unison technology reach a certain level. The warrants will have a term of seven
years. At any time during the seven-year term, ADLT will be entitled to receive,
upon surrender of the warrant at any price level, a fixed number of Fiberstars
shares to be determined at the time of the definitive agreement, based on the
value of the warrants and the Fiberstars Common Stock at the date of the
definitive agreement. The receipt of such shares is not dependent on Fiberstars
share price level or sales of goods.
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 by ADLT via EDGAR on July 31, 1997.
(b) Letter Agreement between Rohm and Haas Company and
Advanced Lighting Technologies, Inc. dated as of
February 5, 1998, which is hereby incorporated by
reference from Amendment No. 1 to Schedule 13D/A
filed by ADLT via EDGAR on February 11, 1998.
(c) Amended and Restated Letter of Intent dated October
14, 1999 between Fiberstars and ADLT.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Schedule 13D/A
(Amendment No.2) statement is true, complete and correct.
ADVANCED LIGHTING
TECHNOLOGIES, INC.
October 20, 1999 By: /S/ Louis S. Fisi
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(Date) (Signature)
Louis S. Fisi, Executive Vice President
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PAGE 6 OF 8
Exhibit (c)
[FIBERSTARS LETTERHEAD]
October 14, 1999
Mr. Wayne Hellman
Chairman, CEO
Advanced Lighting Technologies, Inc.
32000 Aurora Road
Solon, OH 44139-2814
Dear Wayne:
This letter expresses the intent for Fiberstars to acquire certain assets of
Unison Fiber Optic Lighting Systems, Inc. (Unison).
I. Fiberstars proposes to acquire:
1. The assets of Unison, excluding current receivables, cash,
certain equipment, promissory notes, payables and other
liabilities.
2. Technology patents and patents-pending and R&D in process at
Unison to Fiberstars for the life of the patents, and Unison
contracts between ADLT and R&H which cross license all
relevant technologies exclusively to Unison to be in effect
for a ten year period, with provision to renew.
3. Raw materials pricing contracts currently in place (or to be
developed) which provide for sales to Unison of all ADLT lamps
and other products such as power supplies, optical coatings
and fixtures, and relevant R&H materials, at a gross margin of
25%. A method for Fiberstars to review and verify details of
the cost basis for the gross margin calculations is to be
spelled out in the contracts.
4. Property plant and equipment on the current Unison balance
sheet with the exception of the manufacturing line equipment
at Bristol, Pa. Coming to Fiberstars in this deal is equipment
for R&D work and pilot manufacturing for Optiflex(R) fiber,
processing and manufacturing equipment for Advanced CableLite
(ACL) fiber, and certain R&D lab equipment. A further
provision calls for Fiberstars to purchase the Optiflex
manufacturing line at Bristol for a price to be negotiated,
not to exceed $1 million, within a period of time to be
negotiated.
5. Personnel at Unison, after certain changes to be negotiated to
reduce overhead costs to $2 million annually or lower, would
become Fiberstars employees. At minimum, Fiberstars would
require John Davenport and Jeff McDonald to sign employment
contracts. Cas
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Ilenda of R&H would either agree to join Fiberstars or agree
to stay as a contract employee of R&H for the duration of the
Optiflex R&D development, after which, if successful, he
would agree to become a Fiberstars employee. A fourth key
employee coming over to Fiberstars in this agreement is Roger
Buelow.
6. Specific development plans in place, with milestone dates
acceptable to Fiberstars, for ADLt to develop (with
Fiberstars/Unison) a) dual CPC lamp/optics technology, and b)
single CPC lamp/optics technology in time frames to be
mutually agreed. See R&D agreement, below.
II. R&D Agreement:
$2 million in R&D development monies to Fiberstars, to be paid $500,000
January 1, 2000, $500,000 April 1, 2000, $500,000 July 1, 2000,
$250,000 October 1, 2000 and $250,000 January 1, 2001. This money is
for ongoing development work on the following projects:
1. An improved, more flexible Advanced CableLite fiber.
2. An Optiflex fiber that Fiberstars would consider
suitable in life and light-acceptance capability for
the commercial lighting and/or the residential
swimming pool market.
3. Pool & Spa market dual CPC technology.
4. Accent downlight using dual CPC.
5. Single CPC technology for Pool & Spa and Commercial
Lighting applications.
Specific quarterly development milestones for this R&D money will be
based on hours spent by Fiberstars R&D personnel on these projects.
In exchange, Fiberstars agrees to pay a 3% royalty for five years, a 2%
royalty in years six and seven, and a 1% royalty in years eight through
ten on net sales of Advanced Cable Lite fiber, Optiflex fiber and
illuminators using the CPC technology. On all of this technology,
Fiberstars will have exclusive rights for fiber optic lighting
applications. After the ten year royalty period, Fiberstars assumes
exclusive royalty-free rights to the fiber optic lighting applications
of this technology.
In return, Fiberstars will provide:
Warrants (A) --or-- Settlement in Common Stock (B)
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One-cent warrants to purchase
common stock, exercisable as
indicated:
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1. 250,000 shares at $6 per share and also --or--5. Equivalent number of common shares
dependent on sales of 1,000 feet of solid-
core fiber cable subsequent to the price
exceeding $6 per share.
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2. 250,000 shares at $8 per share and also --or--6. Equivalent number of common shares
dependent on sales of 10,000 feet of solid-
core fiber cable subsequent to the price
exceeding $8 per share.
3. 250,000 shares at $10 per share and also --or--7. Equivalent number of common shares
dependent on sales of 50,000 feet of solid-
core fiber cable subsequent to the price
exceeding $10 per share.
4. 250,000 shares at $12 per share and also --or --8. Equivalent number of common shares
dependent on sales of 100,000 feet of solid-
core fiber cable subsequent to the price
exceeding $12 per share.
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Note (A) -- One cent warrants, with a seven year term, exercisable at the prices
above, which must be averaged over 30 days on the Nasdaq national market.
Exercisability of the warrants is also dependent on sales of the indicated
quantity of solid-core fiber cable. Exercisability is further dependent on the
sales of 1,000 CPC illuminator units.
Note (B) -- Common shares, with the number of shares being based on the
equivalent value of the warrants at each exercise price level divided by the
fair value of the common stock at the date of agreement.
These terms are binding, contingent upon Fiberstars due diligence on the above
referenced Unison contracts and other assets included in this transaction. Upon
your approval of these terms and satisfactory due diligence, Fiberstars will
develop appropriate contracts to consummate the deal with all deliberate speed.
This deal is subject to approval of Fiberstars shareholders.
FOR FIBERSTARS:
/s/ David N. Ruckert
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David N. Ruckert, President, CEO
FOR ADVANCED LIGHTING TECHNOLOGIES, INC.
/s/ Wayne R. Hellman
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Wayne R. Hellman, CEO, and COB
