8-K

UNITED STATES
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

Date of Report (Date of Earliest Event Reported):  October 17, 2005

FIBERSTARS, INC.

(Exact name of registrant as specified in its charter)

California	0-24230	94-3021850
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)
44259 Nobel Drive
Fremont, California		94538
(Address of principal executive offices)		(Zip Code)

(510) 490-0719

(Registrant’s telephone number,
including area code)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))

Item 2.02.  Results of Operations and Financial Condition

The information in this Current Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, except as shall be expressly set forth by specific reference in such a filing.

On October 17, 2005, Fiberstars, Inc. issued a press release announcing its preliminary sales results for the quarter ended September 30, 2005.  A copy of the earnings release is furnished herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

Exhibit No.	Description
99.1	Press Release dated October 17, 2005.

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SIGNATURE

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.

Dated: October 17, 2005
	FIBERSTARS, INC.
	By	/s/ Robert A. Connors
	Name:		Robert A. Connors
	Title:		Chief Financial Officer

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated October 17, 2005.

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EX-99.1

Exhibit 99.1

Contact: John Davenport or Bob Connors, CFO, 510-490-0717

FIBERSTARS REPORTS 3^RD QUARTER PRELIMINARY SALES RESULTS

FREMONT, Calif., October 17, 2005—Fiberstars, Inc. (Nasdaq: FBST) today announced preliminary third quarter 2005 sales results.

Sales for the quarter are expected to be approximately $7,600,000, which would represent an increase of 4% over third quarter 2004 sales of $7,333,000.  Sales for the nine-month period ended September 30, 2005 are expected to be approximately $22,065,000, compared to $21,890,000 for the same nine-month period in 2004.

EFO® sales for the quarter are expected to be approximately $450,000, well above the $65,000 in EFO sales for the same quarter a year ago and about level with second quarter EFO sales.  EFO sales for the first nine months of 2005 are expected to be approximately $1,216,000, compared to $288,000 for the same period in 2004.

“We anticipate having excellent year-over-year growth in EFO sales in the third quarter and strong sales in Europe, which should more than make up for the decline in our swimming pool business,” said John Davenport, Fiberstars CEO.  “EFO sales included continued roll-out of product to Whole Foods Market and a number of other accounts.

            As previously announced, Fiberstars was recently awarded two new Small Business Innovation Research grants from the Defense Research Projects Agency (“DARPA”) worth an aggregate of approximately $200,000, bringing total R&D funding to Fiberstars and its partner companies from DARPA to $10.7 million.  As a result of work previously carried out by Fiberstars under DARPA funding, the Company has recently commercialized a new EFO daylight lamp and is in the process of commercializing a new freezer case lighting product designed to replace fluorescent lamps. Seven supermarket and mass merchandisers are expected to begin testing Fiberstars’ new EFO freezer case lighting this quarter.  In addition, the Company’s new EFO fluorescent replacement product is expected to be tested in Navy ships during 2006.

In September, a lawsuit previously filed against Fiberstars by Pentair was amicably resolved and the case was dismissed with prejudice.   As a result of these and other legal costs, as well as reorganization charges announced in prior releases and conference calls, Fiberstars expects to show a significant net loss in the third quarter.

The quarterly sales results discussed in this press release are preliminary and are subject to Fiberstars’ management completing its customary quarterly closing and review procedures, and its independent registered public accounting firm completing its review procedures.

About Fiberstars

Fiberstars designs, develops, manufactures and markets fiber optic lighting systems for wide-ranging uses in both the general commercial and the pool and spa lighting markets.  Fiberstars’ EFO system, introduced in 2004, offers energy savings, heat dissipation and maintenance cost benefits over conventional lighting for multiple applications. The Company’s headquarters are located at 44259 Nobel Dr., Fremont, California. The Company has additional offices in Solon, Ohio, New York City, England and Germany. Telephone: 510-490-0719. Web site: www.fiberstars.com.

Forward-looking statements in this release, including, but not limited to, statements regarding Fiberstars’ preliminary financial results for the third quarter ended September 30, 2005, anticipated EFO sales growth, the Company’s plans to begin testing a new EFO freezer case lighting product in the coming quarter, and the Company’s expectation that its new EFO fluorescent replacement product will be tested in Navy ships in 2006, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  These forward-looking statements are subject to risks and uncertainties which may cause actual results to differ materially from those discussed in these forward-looking statements.  These risks and uncertainties include, but are not limited to, the risk that the Company’s actual results may be different from the preliminary results as a result of final determination of revenues, and as a result of the quarterly review by the Company’s independent public accountants; the success of the Company’s EFO lighting system, the Company’s ability to successfully develop and market new products in a timely manner, if at all, the Company’s ability to avoid delays in manufacturing products, and the effect of general economic conditions. For information about potential factors which could affect Fiberstars’ financial results, please refer to Fiberstars’ SEC reports, including its Annual Report on Form 10-K for the year ended December 31, 2004 and its subsequent quarterly reports on Form 10-Q.  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.