8-K

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                                  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): March 15, 2005

                                FIBERSTARS, INC.
             (Exact name of registrant as specified in its charter)

           California                    0-24230                94-3021850
- -------------------------------  ------------------------ ----------------------
(State or Other Jurisdiction of  (Commission File Number)   (I.R.S. Employer
         Incorporation)                                   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):

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

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

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

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

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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 March 15, 2005, Fiberstars, Inc. issued a press release revising its
financial results for the quarter ended December 31, 2004. 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 March 15, 2005.



                                    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: March 15, 2005

                                                 FIBERSTARS, INC.


                                                 By /s/ Robert A. Connors
                                                   -----------------------------
                                                 Name:  Robert A. Connors
                                                 Title: Chief Financial Officer



                                  EXHIBIT INDEX

Exhibit
Number      Description
- -------     -----------------------------------
99.1        Press Release dated March 15, 2005.

EX-99.1

                                                                    EXHIBIT 99.1

                     FIBERSTARS REVISES 4TH QUARTER RESULTS

FREMONT, Calif., March 15 /PRNewswire-FirstCall/ -- Fiberstars, Inc.
(Nasdaq: FBST) today announced a change in its results for the fourth
quarter and year ended 2004.

The fourth quarter net loss was $341,000 ($0.05 per diluted share), vs. a profit
of $110,000 ($0.10 per diluted share) in the same period a year ago. Revenue in
the fourth quarter of 2004 was $7,840,000, 6% over revenue of $7,418,000 in the
fourth quarter a year ago.

For the year 2004, the Company had a net loss of $704,000 ($0.10 per diluted
share) vs. a loss of $608,000 ($0.10 per diluted share) during the year 2003.
Revenue in 2004 was $29,731,000, an increase of 9% over $27,238,000 in 2003.

In its prior announcement of February 23, 2005, Fiberstars had reported a net
loss of $213,000 ($0.03 per diluted share) for the fourth quarter and a loss of
$577,000 ($0.08 per diluted share) for the year 2004. Both amounts were adjusted
to reflect a non-cash charge of $120,000 for a change in accounting for options
granted to one of its directors, Jeff Brite, for work he is performing which we
anticipate will expand the market for Fiberstars' EFO product for use by
lighting designers and for use in commercial buildings. In the prior earnings
release the options had been valued under the intrinsic method, and are now
re-valued under the fair value method.

About Fiberstars

Fiberstars is the world's leading supplier of fiber optic lighting. Fiberstars
products are designed, manufactured and marketed in the commercial lighting,
sign and swimming pool and spa markets. Fiber optic lighting provides aesthetic,
safety, energy savings and maintenance cost benefits over conventional lighting.
Fiberstars has 40 patents on its technologies for fiber optic lighting.
Customers include fast food restaurant chains, theme parks and casinos, hotels,
retail stores, swimming pool builders, spa manufacturers and many others.
Company 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 are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements include statements regarding anticipated benefits
from expansion plans involving EFO(R), including anticipated benefits from Mr.
Brites' work which toward the expected expansion of the market for Fiberstars'
EFO product for use by lighting



designers and for use in commercial buildings. Investors are cautioned that all
forward-looking statements involve risks and uncertainties. Actual results may
differ materially from the results predicted. Risk factors that could affect the
Company's future include, but are not limited to, the slowing U.S. and world
economy and its effects on Fiberstars' markets, failure to develop marketable
products from new technologies, failure of EFO or other new products to meet
performance expectations, unanticipated costs of integrating acquisitions into
the Fiberstars operation, delays in manufacturing of products, increased
competition, other adverse sales and distribution factors and greater than
anticipated costs and/or warranty expenses. For more 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. 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.


SOURCE  Fiberstars, Inc.
    -0-                             03/15/2005
    /CONTACT:  David Ruckert or Bob Connors, CFO, both of Fiberstars, Inc.,
+1-510-490-0719/
    /Web site:  http://www.fiberstars.com /