8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (d) OF

THE SECURITIES EXCHANGE ACT OF 1934

March 29, 2002
Date of report (date of earliest event reported)

FIBERSTARS, INC.

(Exact name of registrant as specified in its charter)

California
(State of Incorporation) 0-24230
(Commission File Number) 94-3021850
(I.R.S. Employer Identification No.)

44259 Nobel Drive, Fremont, CA 94538

(Address of principal executive offices, including zip code)

(510) 450-0719

(Registrant’s telephone number, including area code)

Item 5.            Other Events

On March 29, 2002 Fiberstars, Inc., a California corporation, (the “Registrant”), raised $1,000,000 in a private placement financing.  The press release announcing the transaction is attached hereto as Exhibit 99.1.

Item 7.            Financial Statements, Pro Forma Financial Information and Exhibits

(a)Financial Statements.

Not applicable.

(b)Pro Forma Financial Information.

Not applicable.

(c)Exhibits:

Press Release dated April 1, 2002 released in connection with a $1,000,000 private placement financing transaction

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	FIBERSTARS, INC.
	By:	/s/ Robert Connors
		Robert Connors Chief Financial Officer
Date: April 1, 2002

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EXHIBIT INDEX

Exhibit Number
	Description of Document
99.1	Press Release of Registrant, dated April 1, 2002, relating to a $1,000,000 private placement financing transaction.

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EX-99.1

EXHIBIT 99.1

Fiberstars, Inc. Raises $1,000,000 through Private Placement

FREMONT, Calif., April 1, 2002—Fiberstars, Inc. (Nasdaq: FBST) today announced the closing on Friday, March 29, 2002, of a $ 1,000,000 private placement financing transaction.  The Company plans to use the proceeds for working capital.  The Company amended its Investor Rights Plan to permit the participation of an existing holder in the placement.

The Company issued 288,334 shares of common stock at a purchase price of $3.00 per share, with 20% warrant coverage at an exercise price of $4.30, and 40,299 shares of common stock priced at $3.35 per share to a member of its Board of Directors with the same warrant coverage.

The securities issued in connection with this transaction have not been registered with the Securities Exchange Commission (“SEC”).  Additionally, the securities may not be offered or sold in the United States absent registration with the SEC or an applicable exemption under the Securities Exchange Act.

Except for the historical information contained herein, this press release contains forward-looking information within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and is subject to the safe harbor created by those Sections.  These forward-looking statements include but are not limited to statements as to Fiberstars’ planned use of the funds raised by this financing as working capital. Risk factors that could materially affect Fiberstars’ business, operations and financial results are from time to time reported in Fiberstars’ reports filed with the Securities and Exchange Commission, including but not limited to, the report on Form 10-K405/A for the year ended December 31, 2000,  and the reports on Form 10-Q for the quarters ended March 31, 2001, June 30, 2001 and  September 30, 2001.  These forward-looking statements speak only as of the date hereof.  Fiberstars disclaims any intention or obligation to update or revise any forward-looking statements.