-----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, SlsAje92L53m0Hz56A0MiFYwxMlhiSZAnuSuC/X4QmQp1+HJQ0LTkTe/RFGf80Ty i51wmIhPA60ZqfxAsnRDdQ== 0000950005-00-000682.txt : 20000516 0000950005-00-000682.hdr.sgml : 20000516 ACCESSION NUMBER: 0000950005-00-000682 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000331 FILED AS OF DATE: 20000515 FILER: 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: 10-Q SEC ACT: SEC FILE NUMBER: 000-24230 FILM NUMBER: 634542 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 10-Q 1 10-Q U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q (Mark one) [X] Quarterly report pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 For the quarterly period ended March 31, 2000 ---------------- [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to ------------------- --------------------- Commission file number 0-24564 ------- ---------------- FIBERSTARS, INC. (Exact name of registrant as specified in its charter) ---------------- California 94-3021850 - ------------------------------- ------------------------------------ (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 44259 Nobel Drive, Fremont, CA 94538 (Address of principal executive offices) (Zip Code) (Registrant's telephone number, including area code): (510) 490-0719 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes__X__ No ____ Number of shares of Common Stock outstanding as of March 31, 2000: 4,042,348 Index to Exhibits is at page 15 FIBERSTARS, INC. Page 1 TABLE OF CONTENTS Page ---- Part I - FINANCIAL INFORMATION Item 1 Financial Statements: a. Consolidated Balance Sheets March 31, 2000 and December 31, 1998...........................3 b. Consolidated Statements of Operations Three months ended March 31, 2000 and 1999.....................4 c. Consolidated Statements of Comprehensive Operation Three months ended March 31, 2000 and 1999.....................5 d. Consolidated Statements of Cash Flows Three months ended March 31, 2000 and 1999.....................6 e. Notes to Financial Statements................................7-9 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations.............................10-13 Part II - OTHER INFORMATION Item 6 Exhibits and Reports on Form 8-K...................................14 Signatures.........................................................14 EXHIBITS Index to Exhibits..................................................15 Page 2 PART I. FINANCIAL INFORMATION Item 1. Financial Statements FIBERSTARS, INC. CONSOLIDATED BALANCE SHEETS (amounts in thousands)
March 31, December 31, 2000 1999 ------------- ------------- (unaudited) ASSETS Current assets: Cash and cash equivalents $ 487 $ 1,904 Accounts receivable trade, net 9,757 6,533 Notes and other accounts receivables 142 250 Inventories, net 5,139 4,269 Prepaids and other current assets 363 428 Deferred income taxes 662 662 ------------- ------------- Total current assets 16,550 14,046 Fixed assets, net 2,764 2,242 Goodwill, net 4,754 3,800 Other assets 216 218 Deferred income taxes 405 86 ------------- ------------- Total assets $ 24,689 $ 20,392 ============= ============= LIABILITIES Current Liabilities: Accounts payable $ 3,189 $ 2,572 Accrued expenses 2,537 2,518 Draw on line of credit 1,500 0 Current portion of long-term debt 8 8 ------------- ------------- Total current liabilities 7,234 5,098 Long-term debt, less current portion 521 626 ------------- ------------- Total liabilities 7,755 5,724 ------------- ------------- SHAREHOLDERS' EQUITY Common stock 1 0 Value of warrants outstanding 2,550 0 Additional paid-in capital 14,133 13,973 Note receivable from shareholder (75) (75) Cumulative translation adjustments (220) (153) Retained earnings 545 923 ------------- ------------- Total shareholders' equity 16,934 14,668 ------------- ------------- Total liabilities and shareholders' equity $ 24,689 $ 20,392 ============= ============= The accompanying notes are an integral part of these financial statements page 3
FIBERSTARS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (amounts in thousands except per share amounts) (unaudited)
Three Months Ended March 31, 2000 1999 -------------- ------------- Net sales $ 8,782 $ 7,182 Cost of sales 5,090 4,206 ---------------- ---------------- Gross profit 3,692 2,976 ---------------- ---------------- Operating expenses: Research and development 426 329 Sales and marketing 2,209 1,858 General and administrative 694 543 Write-off in-process technology acquired 938 0 ---------------- ---------------- Total operating expenses 4,267 2,730 ---------------- ---------------- Income (loss) from operations (575) 246 Other income (loss): Interest income, net (15) 4 ---------------- ---------------- Income (loss) before income taxes (590) 250 Provision for income taxes 212 (90) ---------------- ---------------- Net income (loss) $ (378) $ 160 ================ ================ Net income (loss) per share - basic $ (0.09) $ 0.04 ================ ================ Shares used in per share calculation - basic 4,308 3,983 ================ ================ Net income (loss) per share - diluted $ (0.09) $ 0.04 ================ ================ Shares used in per share calculation - diluted 4,308 4,031 ================ ================
page 4 FIBERSTARS, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE OPERATION (amounts in thousands except per share amounts) (unaudited) Three Months Ended March 31, 2000 1999 ---------- ---------- Net income (loss) $ (378) $ 160 Other comprehensive loss, net of tax: Foreign currency translation adjustments (105) (28) Income tax benefit 38 ------------ ------------ Comprehensive income (loss) $ (445) $ 132 ============ ============ The accompanying notes are an integral part of these financial statements page 5 FIBERSTARS INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (amounts in thousands) (unaudited)
Three Months Ended March 31, 2000 1999 --------------- -------------- Cash flows from operating activities: Net income (loss) $ (378) $ 160 --------------- -------------- Adjustments to reconcile net income (loss) to net cash used in operating activities: Depreciation and amortization 323 263 Write-off in-process technology acquired 938 0 Provision for doubtful accounts receivable 37 19 Deferred income taxes (319) (25) Changes in assets & liabilities: Accounts receivable (3,332) (1,294) Notes and other receivable 68 (65) Inventories (901) (91) Prepaid expenses and other current assets 64 (27) Other assets (126) 498 Accounts payable 644 (208) Accrued expenses 40 (34) --------------- -------------- Total adjustments (2,564) (964) --------------- -------------- Net cash used in operating activities (2,942) (804) --------------- -------------- Cash flows from investing activities: Repayment of loan made to officers 40 0 Cash received against loans made under notes receivable 0 205 Acquisition of fixed assets (140) (239) --------------- -------------- Net cash used in investing activities (100) (34) --------------- -------------- Cash flows from financing activities: Cash proceeds from sale of common stock 160 0 Repayment of long-term debt (17) (2) Proceeds from drawn on line of credit 1,500 47 --------------- -------------- Net cash provided by financing activities 1,643 45 --------------- -------------- Effect of exchange rate changes on cash (18) 32 --------------- -------------- Net decrease in cash and cash equivalents (1,417) (761) Cash and cash equivalents, beginning of period 1,904 1,290 --------------- -------------- Cash and cash equivalents, end of period $ 487 $ 529 =============== ============== Non-cash investing activities: Fair value of assets acquired $ 2,550 $ 0 Warrants for capital stock issued (2,550) 0 =============== ============== The accompanying notes are an integral part of these financial statements page 6
1. Summary of Significant Accounting Policies Interim Financial Statements (unaudited) Although unaudited, the interim financial statements in this report reflect all adjustments, consisting of normal recurring accruals, which are, in the opinion of management, necessary for a fair statement of financial position, results of operations and cash flows for the interim periods covered and of the financial condition of the Company at the interim balance sheet dates. The results of operations for the interim periods presented are not necessarily indicative of the results expected for the entire year. The year-end balance sheet information was derived from audited financial statements, but does not include all disclosures required by generally accepted accounting principles. These financial statements should be read in conjunction with the Company's audited financial statements and notes thereto for the year ended December 31, 1999, contained in the Company's 1999 Annual Report to Shareholders. Earnings Per Share The Company presents its earnings per share (EPS) in accordance with SFAS 128 which requires the presentation of basic and diluted EPS. Basic EPS is computed by dividing income available to shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS is computed by giving effect to all dilutive potential common shares that were outstanding during the period. Dilutive potential common shares consist of incremental shares upon exercise of stock options and warrants. In accordance with the disclosure requirements of SFAS 128, a reconciliation of the numerator and denominator of basic and diluted EPS is provided as follows (in thousands, except per share amounts): Three months ended March 31, ---------------------------- 2000 1999 ---- ---- Numerator - Basic and diluted EPS Net income $ (378) $ 160 Denominator - Basic EPS Weighted average shares outstanding 4,308 3,983 ------- ------ Basic earnings per share $(0.09) $ 0.04 ======= ====== Denominator - Diluted EPS Denominator - Basic EPS 4,308 3,983 Effect of dilutive securities: Stock options -- 48 ------- ------ 4,308 4,031 ------- ------ Diluted earnings per share $ (0.09) $ 0.04 ======= ====== Options and warrants to purchase 10,000 shares of common stock were outstanding at March 31, 2000, but were not included in the calculation of diluted EPS because their inclusion would have been antidilutive. At March 31, 1998, options and warrants to purchase 985,335 were outstanding, but were not included in the calculation of diluted EPS because their inclusion would have been antidilutive. 2. Inventories Page 7 Inventories are stated at the lower of cost (first-in, first-out) or market and consist of the following (in thousands): March 31, December 31, -------- ------------ 2000 1999 ---- ---- (unaudited) Raw materials $ 3,504 $ 2,736 Finished Goods 1,635 1,533 -------- -------- $ 5,139 $ 4,269 ======== ======== 3. Comprehensive Income The Company has adopted the provisions of Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income," effective January 1, 1998. This statement requires the disclosure of comprehensive income and its components in a full set of general purpose financial statements. Comprehensive income is defined as net income plus net sales, expenses, gains and losses that, under generally accepted accounting principles, are excluded from net income. A separate statement of comprehensive income has been presented with this report. 4. Significant Equity Transactions Warrants valued at $2,550,000 were issued as part of the Company's acquisition of Unison Fiber Optic Systems, LLC (see Note 6) . 5. Segments and Geographic Sales The Company operates in a single industry segment that manufactures, markets and sells fiber optic lighting products. The Company markets its products for worldwide distribution primarily through independent sales representatives, distributors and swimming pool builders in North America, Europe and the Far East. A summary of geographic sales is as follows (in thousands): Three months ended March 31, ---------------------------- 2000 1999 ---- ---- (unaudited) (unaudited) U.S. Domestic $ 5,792 $ 4,692 U.S. Export 1,152 489 European subsidiaries 1,838 2,001 --------- -------- $ 8,782 $ 7,182 ========= ======== 6. Acquisitions On February 1, 2000 the Company completed the acquistion of selected assets of Unison Fiber Optic Systems, LLC, a joint venture between Advanced Lighting Technologies, Inc. Page 8 ("ADLT") and Rohm & Haas Company. The Company acquired key personnel, technologies, fixed assets totaling $625,000 and, subject to achievement of development milestones, up to $2 million in development funds from Unison. In exchange for this the Company issued warrants to ADLT for the purchase of up to 1 million shares of the Company's common stock at $0.01 per share. These warrants may not be exercised until the price of the Company's stock reaches certain trading levels on the Nasdaq National Market, as follows: 250,000 will be exercisable when the the Company's stock price reaches $6.00; 250,000 when the price reaches $8.00; 250,000 when the price reaches $10.00; and 250,000 when the price reaches $12.00. These prices must be maintained as an average over at least 30 days. In addition, at each price level, certain sales milestones must be reached on products of Unison technology before the warrants can be exercised. At ADLT's option, the warrants may be exchanged by ADLT, regardless of their exercisability, for up to 445,000 newly issued Fiberstars shares. The following table presents the unaudited pro forma results for the 1st quarter assuming the company had acquired Unison at the beginning of 1999 and 2000 respectively. Net income and diluted earnings per share amounts have been adjusted to include goodwill amortization of $26,000. This information may not necessarily be indicative of the future combined results of the Company. Three Months Ended March 31, 2000 1999 -------- -------- Revenues $ 8,782 $ 7,411 Net income (383) (1,227) Diluted earnings per share $ (0.09) $ (0.31) Basic earnings per share $ (0.09) $ (0.30) Page 9 Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition The following discussion should be read in conjunction with the attached financial statements and notes thereto. RESULTS OF OPERATIONS Net sales increased 22% to $8,782,000 for the quarter ending March 31, 2000. The increase was a result of growth in the pools product sales, although certain market segments experienced growth in the commercial lighting product sales as well. Gross profit increased to $3,692,000 in the 1st quarter of 2000, a 24% increase over the same period in the prior year. The gross profit margin was 42% for the quarter, an increase from the 41% gross margin achieved in the 1st quarter of 1999. The increase in gross margin was primarily a result of lower warranty costs and product cost savings in 2000 versus 1999. Research and development expenses were $426,000 in the 1st quarter of 2000, a 29% increase over the 1st quarter of 1999 due to higher personnel and product related costs. As a percentage of net sales, research and development were 5% for the 1st quarter versus 5% in the 1st quarter of the prior year. Sales and marketing expenses were $2,209,000 in the 1st quarter of 2000 as compared to $1,858,00 in 1999, an increase of 19%. The increase was primarily due to additional personnel and marketing expenses associated with the Company's acquisition of Unison Fiber Optic Lighting Systems, LLC ("Unison") combined with higher expenses in Europe. Sales and marketing expenses were 25% of sales in the 1st quarter of 2000 compared to 26% for the same quarter in 1999. General and administrative costs were $694,000 in the 1st quarter 2000, an increase of 28% over costs in the 1st quarter of 1999. This increase was largely a result of additional personnel, legal and accounting fees in 2000 over the 1st quarter of 1999. General and administrative costs were 8% of net sales in the quarter ending March 31, 2000 versus 8% for the same quarter in 1999. An additional expense, write-off of in-process technology acquired, of $938,000 was incurred in the 1st quarter of 2000 as compared to no such expense in 1999. This expense is for the write-off of Unison acquisition costs which are directly associated with the valuation of products which were still under development at the time of the acquistion and for which marketabilty is not yet proven. Total operating expenses, excluding the write-off of in-process technology acquired, were 38% of net sales in the 1st quarter of 2000 compared to 38% for the same period in the prior year. Other income and expense includes income from joint ventures and interest income and expense. Net interest expense was $15,000 in the 1st quarter of 2000 compared to net interest income of $4,000 in 1999. The decrease was due primarily to a use of cash in the 1st quarter 2000 to fund additional accounts receivable, largely with the pool lighting distributors , as well as to fund higher inventories in anticipation of the 2nd quarter shipments. Page 10 The income tax rate in the 1st quarter 2000 was 36%, the same rate recorded in 1999. The tax rate is lower than historical rates due to the recognition of certain tax benefits accumulated over prior years. The Company recorded a net loss of $378,000 in the 1st quarter of 2000, substantially as a result of the the one-time write-off expense partially offset by additional gross profit from the increase in sales in the 1st quarter of 2000 over the same quarter in 1999 and the improvement in gross margin. This compares to net income of $160,000 achieved in the 1st quarter of 1999. Excluding the one-time write-off, the Company would have recorded net income of $223,000 for the quarter, a 39% increase over 1999. LIQUIDITY AND CAPITAL RESOURCES For the period ended September 30, 1999, cash and cash equivalents when combined with short-term investments were $487,000 as compared to $1,904,000 for the year ended December 31, 1998. During the first three months of 2000, net income used $378,000 of cash compared to a $160,000 contribution from net income for the same period in 1999 . After adjusting for depreciation, amortization and the write-off of in-process technology acquired, there was $883,000 in cash contributed from operating activities in the three month period as compared to a total contribution from operating activities of $423,000 for the same period in 1999. However, after accounting for cash utilized to fund working capital there was a utilization of $2,857,000 in cash for operating activities in 2000 compared to a utilization of $804,000 in the first quarter of 1999. The additional cash used in 2000 was for funding additions to accounts receivable in association with the "early buy" program with pool lighting distributors which exceeded last year's program and with additions to inventories associated with purchases of fiber and other components needed for shipments in the 2nd quarter. There was a net contribution of $1,596,000 in cash in the 1st quarter of 2000 for financing activities, primarily from a draw down of $1,500,000 against the Company's bank line of credit. There was also a contribution of $160,000 from the sale of common stock associated with the exercise of stock options. This compares to a net provision of cash of $45,000 for financing activities for the first three months of 1999. As a result of the cash utililized by operating activities and the cash contributed by investing activities, combined with exchange rate effects, there was a net utilization of cash in the first three months of 2000 of $1,417,000 which resulted in an ending cash balance of $487,000. This compares to a net utilization of $761,000 in cash for the same period in 1999, resulting in an ending cash balance of $529,000 for that period. It is expected that the cash balances will increase during the 2nd quarter of 2000 as a result of the collection of initial "early buy" accounts receivables. The Company has a $2.5 million unsecured line of credit for working capital purposes and a term loan commitment of $500,000 for equipment purchases. These are renewed on an annual basis, with the most recent renewal in August 1999, subsequent renewals will also be in August. As of March 31, 2000 the Company had borrowings of $1,500,000 outstanding against its line of credit. The Company also had a total borrowing of $529,000 against a credit facility held by its German subsidiary. This borrowing is largely held in order to finance the building of new offices owned by the Company in Berching, Germany. Page 11 The Company believes that existing cash balances, together with the Company's bank lines of credit and funds that may be generated from operations, will be sufficient to finance the Company's currently anticipated working capital requirements and capital expenditure requirements for at least the next twelve months. OTHER FACTORS This Report on Form 10Q contains forward-looking statements. Such statements generally concern future operating results, capital expenditures, product development and enhancements, liquidity and strategy. Specific forward-looking statements in this report include, without limitation, statements regarding improvements in the Company's cash position. We may not update these forward looking statements, and the occurrence of the events predicted in these statements is subject to a number of risks and uncertainties, including those discussed in this report. These risks and uncertainties could cause our actual results to differ materially from the results predicted in our forward looking statements. You are encouraged to consider all the information in this report along with our other periodic reports on file with the SEC, prior to investing in our stock. BUSINESS RISKS AND UNCERTAINTIES Our quarterly operating results can vary significantly depending upon a number of factors. It is difficult to predict the lighting market's acceptance of our products on a quarterly basis, and the level and timing of orders received can fluctuate substantially. Our sales volumes also fluctuate. Historically we have shipped a substantial portion of our quarterly sales in the last month of each of the second and fourth quarters of the year. Significant portions of our expenses are relatively fixed in advance based upon our forecasts of future sales. If sales fall below our expectations in any given quarter, we will not be able to make any significant adjustment in our operating expenses and our operating results will be adversely affected. In addition, our product development and marketing expenditures may vary significantly from quarter to quarter and are made well in advance of potential resulting net sales. A softness in the commercial lighting market in the past year has affected the Company's shipments and two of it's competitors have experienced financial difficulties. The Company has no way of knowing when this weakness in the commercial lighting market will subside. Sales of our pool and spa lighting products, which currently are available only with newly constructed pools and spas, depend substantially upon the level of new construction. Sales of commercial lighting products also depend significantly upon the level of new building construction and the renovation of existing buildings. Construction levels are affected by housing market trends, interest rates, and the weather. Because of the seasonality of construction, our sales of swimming pool and commercial lighting products, and thus our overall net sales and income, have tended to be significantly lower in the first quarter of each year. Various economic and other trends may alter these seasonal trends from year to year, and we cannot predict the extent to which these seasonal trends will continue. We believe our business has been favorably impacted by recent strength in the overall U.S. economy. If the U.S. economy softens, our operating results will probably suffer. Competition is increasing in a number of our markets. A number of companies offer directly competitive products, including fiber optic lighting products for downlighting, display case and water lighting, and neon and other lighted signs. Our competitors include some very large and well established companies such as Philips, Schott, 3M, Bridgestone, Mitsubishi, Osram/Siemens. All of these companies have substantially greater financial, technical and marketing resources than we do. We anticipate that any future growth in fiber optic lighting will be accompanied by continuing increases in competition, which could accelerate growth in the Page 12 market for fiber optic lighting, but which could also adversely affect our operating results to the extent we do not compete effectively. We believe the success of our business depends primarily on our continued technical innovation, marketing abilities and responsiveness to customer requirements, rather than on patents, trade secrets, trademarks, copyrights and other intellectual property rights. Nevertheless, we have a policy of seeking to protect our intellectual property through, among other things, the prosecution of patents with respect to certain of our technologies. There are many issued patents and pending patent applications in the field of fiber optic technology, and certain of our competitors hold and have applied for patents related to fiber optic lighting. Although to date we have not been involved in litigation challenging our intellectual property rights or asserting intellectual property rights of others, we have in the past received communications from third parties asserting rights in our patents or that our technology infringes intellectual property rights held by such third parties. Based on information currently available to us we do not believe that any such claims involving our technology or patents are meritorious. However, we may be required to engage in litigation to protect our patent rights or to defend against the claims of others. In the event of litigation to determine the validity of any third party claims or claims by us against such third party, such litigation, whether or not determined in our favor, could result in significant expense. Our business is subject to additional risks that could materially and adversely affect our future business, including: o manufacturing risks, including the risks of shortages in materials or components necessary to our manufacturing and assembly operations, and the risks of increases in the prices of raw materials and components; o sales and distribution risks, such as risks of changes in product mix or distribution channels that result in lower margins; o risks of the loss of a significant distributor or sales representative; o risks of the loss of a significant customer or swimming pool builder; o risks of the effects of volume discounts that we grant from time to time to our larger customers, including reduced profit margins; o risks of product returns and exchanges; in this regard, as noted above, we have increased our warranty reserve in the fourth quarter of 1998 in response to evidence of defective lamps in certain of our products. We cannot assure you we will not experience similar component problems in the future that could also require increased warranty reserves and manufacturing costs; o risks associated with product development and introduction problems, such as increased research, development and marketing expenses associated with new product introductions; and o risks associated with delays in the introduction of new products and technologies, including lost sales and loss of market share. Item 3. Qualitative or Quantitative Disclosures About Market Risk At quarter end March 31, 2000, the Company had $230,000 in cash held in foreign currencies as translated at period end foreign currency exchange rates. The balances for case held overseas in foreign currencies is subject to exchange rate risk. The Company has a policy of maintaining cash balances in local currencies unless an amount of cash is occasionally transferred in order to repay intercompany debts. Page 13 PART II - OTHER INFORMATION Item 4. Submission of Matters to Vote of Security Holders On January 28, 2000, a Special Meeting of Shareholders took place at the Company's corporate headquarters in Fremont, California. The meeting was held to consider and vote on a proposal to approve the issuance of up to an aggregate of 1,000,000 shares of Fiberstars common stock upon exercise or exchange of certain warrants granted pursuant to an Asset Purchase Agreement, dated on or about January 14, 2000, among Fiberstars and Unison Fiber Optic Lighting Systems, LLC a Deleware limited liability company and wholly owned subsidiary of Advanced Lighting Technologies, Inc., a significant shareholder of Fiberstars, under which Fiberstars acquired certain assets and assumed certain liabilities of Unison for consideration consisting of the Warrants. The number of votes were as follows: 2,099,395 FOR 1,000 AGAINST, and 0 ABSTAIN. The number of broker non-votes was 0. Item 6. Exhibits and Reports on Form 8-K (a) The following exhibits have been filed with this Report: Exhibit 27 - Financial Data Schedule (b) No reports on Form 8-K were filed by the Company during the period covered by this report. (c) Unison Asset Purchase Agreement Items 1 and 5 are not applicable and have been omitted. 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, thereunto duly authorized. Fiberstars, Inc. Date: May 15, 2000 By: /s/ Robert A.Connors -------------------------------- Robert A.Connors Chief Financial Officer Principal Financial and Accounting Officer) Page 14 INDEX TO EXHIBITS Exhibit Page Number Number 2 Asset Purchase Agreement dated January 14, 2000, by and among Unison Fiber Optic Lighting, LLC and the Registrant. Incorporated by reference to Appendix A of the proxy statement filed for the special meeting of shareholders held on January 28, 2000. 15 27 Financial Data Schedule Page 15 EX-27 2 FDS --
5 1,000 3-MOS DEC-31-2000 JAN-01-2000 MAR-31-2000 487 0 9,757 443 5,139 16,550 5,895 3,131 24,689 7,234 0 0 0 14,133 0 24,689 8,782 8,767 5,090 5,090 4,267 0 0 (590) (212) 0 0 0 0 (378) (0.09) (0.09)
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