S-8 1 0001.txt FORM S-8 As filed with the Securities and Exchange Commission on December 18, 2000. Registration No. 333-_____ -------------------------------------------------------------------------------- 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 ------------------------------------------ ------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 44259 Nobel Drive Fremont, California 94538 ------------------------------------------ ------------------------------- (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) CALCULATION OF REGISTRATION FEE
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 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 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
(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. ----------------- This registration statement shall become effective upon filing in accordance with Rule 462 under the Securities Act of 1933. 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 ------ ------- 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 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:
Signature Title Date --------- ----- ---- /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 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
3 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