As filed with the Securities and Exchange Commission on December 18, 2000.
Registration No. 333-_____
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FIBERSTARS, INC.
(Exact name of registrant as specified in its charter)
California 94-3021850
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
44259 Nobel Drive
Fremont, California 94538
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(Address of Principal Executive Offices) (Zip Code)
1994 STOCK OPTION PLAN
1994 DIRECTORS' STOCK OPTION PLAN
1994 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
DAVID N. RUCKERT Copy to:
President and Chief Executive Officer KENT E. SOULE
Fiberstars, Inc. Pillsbury Madison & Sutro LLP
44259 Nobel Drive 2550 Hanover Street
Fremont, California 94538 Palo Alto, California 94304
(510) 490-0719 (650) 233-4500
------------------------------------------
(Name, address and telephone number,
including area code, of agent
for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of Amount Proposed maximum Proposed Amount of
securities to to be offering price maximum aggregate registration
be registered registered(1) per share offering price fee
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<S> <C> <C> <C> <C>
1994 Stock Option Plan:
Common Stock, $.0001 par value...... 1,666 shares $0.90(2) $ 1,499.40 $ 0.40
Common Stock, $.0001 par value...... 5,984 shares $4.50(2) $ 26,928.00 $ 7.11
Common Stock, $.0001 par value...... 73,850 shares $4.625(2) $ 341,556.25 $ 90.17
Common Stock, $.0001 par value...... 8,500 shares $5.25(2) $ 44,625.00 $ 11.78
Common Stock, $.0001 par value...... 110,000 shares $6.625(2) $ 728,750.00 $ 192.39
<PAGE>
Title of Amount Proposed maximum Proposed Amount of
securities to to be offering price maximum aggregate registration
be registered registered(1) per share offering price fee
----------------------------------------------------------------------------------------------------------------------------------
1994 Directors Stock Option Plan:
Common Stock, $.0001 par value...... 40,000 shares $7.125(2) $ 285,000.00 $ 75.24
Common Stock, $.0001 par value...... 22,916 shares $3.938(2) $ 90,243.21 $ 23.82
Common Stock, $.0001 par value...... 37,084 shares $6.875(3) $ 254,952.50 $ 67.31
1994 Employee Stock Purchase Plan:
Common Stock, $.0001 par value...... 50,000 SHARES $6.875(3) $ 343,750.00 $ 90.75
--------------- -------------- --------
Total................................... 350,000 shares $2,117,304.36 $ 558.97
</TABLE>
(1) Calculated pursuant to General Instruction E to Form S-8.
(2) 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 of
outstanding options under the referenced Plan, the shares issuable under
which are registered hereby.
(3) 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 sales prices of the Registrant's common stock
on the Nasdaq Stock Market on December 14, 2000.
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This registration statement shall become effective upon filing in
accordance with Rule 462 under the Securities Act of 1933.
<PAGE>
INFORMATION REQUIRED PURSUANT
TO GENERAL INSTRUCTION E TO FORM S-8
This registration statement is being filed for the purpose of
increasing the number of securities of the same class as other securities for
which a registration statement on Form S-8 relating to the same employee benefit
plans is effective.
Registrant's registration statements on Form S-8, filed with the
Commission on October 27, 1994 (File No. 33-85664), June 3, 1997 (File No.
333-28423) and August 19, 1998 (File No. 333-61855) are hereby incorporated by
reference.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed by Registrant with the
Commission are hereby incorporated by reference in this registration statement:
(1) Registrant's Annual Report on Form 10-K (File No. 0-24230) for the
fiscal year ended December 31, 1999;
(2) Registrant's Quarterly Reports on Form 10-Q (File No. 0-24230) for the
quarters ended March 31, June 30 and September 30, 2000; and
(3) The description of the common stock contained in Registrant's
registration statement on Form 8-A filed May 19, 1994 (File No.
0-24230).
In addition, all documents subsequently filed by Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
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 a part hereof from the date of filing of such
documents.
ITEM 8. EXHIBITS
Exhibit
Number Exhibit
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5.1 Opinion of Gray Cary Ware & Freidenrich LLP.
23.1 Consent of Gray Cary Ware & Freidenrich LLP (included in
Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
99.1 1994 Stock Option Plan, amended as of May 24, 2000.
99.2 1994 Directors' Stock Option Plan, amended as of May 12, 1999.
99.3 1994 Employee Stock Purchase Plan, amended as of December 7,
2000.
1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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, thereunto duly
authorized, in the City of Fremont, State of California, on December 15, 2000.
FIBERSTARS, INC.
By /S/ DAVID N. RUCKERT
-------------------------------------
David N. Ruckert
President and Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David N. Ruckert and Robert A. Connors,
and each of them, his true and lawful attorneys-in-fact and agents, each with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments, including
post-effective amendments, to this registration statement, and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or his substitute or substitutes,
may do or cause to be done by virtue hereof.
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 date indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/S/ DAVID N. RUCKERT President and Chief Executive Officer December 15, 2000
---------------------------------------- (Principal Executive Officer) and
David N. Ruckert Director
/S/ ROBERT A. CONNORS Chief Financial Officer (Principal December 15, 2000
---------------------------------------- Financial and Accounting Officer)
Robert A. Connors
/S/ THEODORE L. ELIOT, JR. Director December 15, 2000
----------------------------------------
Theodore L. Eliot, Jr.
/S/ MICHAEL FEUER Director December 15, 2000
----------------------------------------
Michael Feuer
2
<PAGE>
Signature Title Date
--------- ----- ----
/S/ B.J. GARET Director December 15, 2000
----------------------------------------
B. J. Garet
/S/ WAYNE R. HELLMAN Director December 15, 2000
----------------------------------------
Wayne R. Hellman
---------------------------------------- Director December __, 2000
Jon Merriman
/S/ AL RUUD Director December 15, 2000
----------------------------------------
Al Ruud
/S/ JOHN B. STUPPIN Director December 15, 2000
----------------------------------------
John B. Stuppin
/S/ PHILIP WOLFSON Director December 15, 2000
----------------------------------------
Philip Wolfson
</TABLE>
3
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Exhibit
------ -------
5.1 Opinion of Gray Cary Ware & Freidenrich LLP.
23.1 Consent of Gray Cary Ware & Freidenrich LLP (included in
Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
99.1 1994 Stock Option Plan, amended as of May 24, 2000.
99.2 1994 Directors' Stock Option Plan, amended as of May 12, 1999.
99.3 1994 Employee Stock Purchase Plan, amended as of December 7,
2000.
4
