-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QUprgi42fwYpUgLIcvuC9d5qlyHzvQ4fsVhQy6eg8n/2+wqXVCzDuFQIVA7DObBo ixWBvIx5dmKLzIu85jtLkQ== 0000950152-97-005482.txt : 19970801 0000950152-97-005482.hdr.sgml : 19970801 ACCESSION NUMBER: 0000950152-97-005482 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970731 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIBERSTARS INC /CA/ CENTRAL INDEX KEY: 0000924168 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC LIGHTING & WIRING EQUIPMENT [3640] IRS NUMBER: 943021850 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-48205 FILM NUMBER: 97648987 BUSINESS ADDRESS: STREET 1: 2883 BAYVIEW DR CITY: FREMONT STATE: CA ZIP: 94538 BUSINESS PHONE: 5104900719 MAIL ADDRESS: STREET 1: 2883 BAYVIEW DR CITY: FREMONT STATE: CA ZIP: 94538 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ADVANCED LIGHTING TECHNOLOGIES INC CENTRAL INDEX KEY: 0001002125 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC LIGHTING & WIRING EQUIPMENT [3640] IRS NUMBER: 341803229 STATE OF INCORPORATION: OH FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 2307 EAST AURORA ROAD STREET 2: SUITE 1 CITY: TWINSBURG STATE: OH ZIP: 44087 BUSINESS PHONE: 2169636680 MAIL ADDRESS: STREET 1: 2307 EAST AURORA ROAD STREET 2: SUITE 1 CITY: TWINSBURG STATE: OH ZIP: 44087 SC 13D 1 ADVANCED LIGHTING TECHNOLOGIES, INC./FIBERSTARS 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 FIBERSTARS, INC. ---------------------- (Name of Issuer) COMMON STOCK, NO PAR VALUE -------------------------------- (Title of Class of Securities) 315662 10 6 ---------------------- (CUSIP Number) Gerald W. Cowden, Esq., 1414 Terminal Tower, Cleveland, Ohio 44113; (216) 241-2880 - -------------------------------------------------------------------------------- (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) - ------------------------- 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. - ----------------------------------- *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). 2 SCHEDULE 13D - ----------------------- CUSIP NO. 315662106 PAGE 2 OF 11 PAGES - -----------------------
- ------------ ------------------------------------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON Advanced Lighting Technologies, Inc. - ------------ ------------------------------------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - ------------ ------------------------------------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------ ------------------------------------------------------------------------------------------------------------ 4 SOURCE OF FUNDS 00 - ------------ ------------------------------------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2 (e) [ ] - ------------ ------------------------------------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Ohio - ------------ ------------------------------------------------------------------------------------------------------------ 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 --------- --------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------ ------------------------------------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 669,411 - ------------ ------------------------------------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------ ------------------------------------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.6% - ------------ ------------------------------------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON CO - ------------ ------------------------------------------------------------------------------------------------------------
3 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 4 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. 5 PAGE 5 OF 11 ITEM 7. MATERIAL TO BE FILED AS EXHIBITS (a) Investor Agreement dated as of July 30, 1997 6 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 - --------------------------- --------------------------------------------- (Date) (Signature) Wayne R. Hellman, Chief Executive Officer EX-1 2 EXHIBIT 1 1 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). 2 PAGE 8 OF 11 (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 8 3 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 9 4 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. 10 5 PAGE 11 OF 11 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 - ------------------------------- ------------------------------------------- Title: President / CFO Executive Vice President ------------------------- ------------------------------------------- 11 -----END PRIVACY-ENHANCED MESSAGE-----