-----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, WUaRrLKf1v+LwI3yNk9xAKzQpr8OmVPW5JlBHCRMfkgc/5PM4MnqovBjnTDExD2C 3rTT4k+jUE/6wS2dbB4v2w== 0001275287-05-001514.txt : 20050427 0001275287-05-001514.hdr.sgml : 20050427 20050427162253 ACCESSION NUMBER: 0001275287-05-001514 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050422 ITEM INFORMATION: Amendments to the Registrant.s Code of Ethics, or Waiver of a Provision of the Code of Ethics ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050427 DATE AS OF CHANGE: 20050427 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24230 FILM NUMBER: 05776714 BUSINESS ADDRESS: STREET 1: 44259 NOBEL DRIVE CITY: FREMONT STATE: CA ZIP: 94538 BUSINESS PHONE: 5104900719 MAIL ADDRESS: STREET 1: 44259 NOBEL DRIVE CITY: FREMONT STATE: CA ZIP: 94538 8-K 1 fi2546.txt ================================================================================ 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): April 22, 2005 FIBERSTARS, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) California 0-24230 94-3021850 - ---------------------------- ------------------------ ---------------------- (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer of 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)) ================================================================================ Item 5.05 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year (a) On April 22, 2005, the Board of Directors (the "Board") of Fiberstars, Inc. (the "Company") amended Article III, Section 3.2 of the Company's Bylaws to decrease the exact number of directors fixed within Company's variable range from eight (8) to six (6) effective as of April 22, 2005, which amendment as of such date was ratified, affirmed and adopted by the Board by resolution upon motion duly made, seconded and carried at its regular meeting of the Board meeting held on April 22, 2005. The compete text of Section 3.2 of the Bylaws as so amended is set forth and reflected by the Certificate of Amendment of Bylaws dated April 27, 2005 filed herewith as Exhibit 3(ii). Item 9.01 Financial Statements and Exhibits (c) Exhibits Exhibit No. Description ----------- --------------------------------------------------------- 3(ii) Certificate of Amendment of Bylaws dated April 27, 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: April 27, 2005 FIBERSTARS, INC. By /s/ Robert A. Connors ----------------------- Name: Robert A. Connors Title: Chief Financial Officer EXHIBIT INDEX Exhibit Number Description - ------- ------------------------------------------------------ 3(ii) Certificate of Amendment of Bylaws dated April 27, 2005. EX-3.2 2 fi2546ex32.txt Exhibit 3.(ii) CERTIFICATE OF AMENDMENT OF BYLAWS OF FIBERSTARS, INC. The undersigned, being the duly acting and appointed Secretary of Fiberstars, Inc., a California corporation (the "Corporation"), hereby certifies that Article III, Section 3.2 of the Company's Bylaws has been amended to decrease the exact number of directors fixed within Corporation's variable range of directors comprising its Board of Directors from eight (8) to six (6) effective as of April 22, 2005, which amendment as of such date was ratified, affirmed and adopted by the Board of Directors by resolution upon motion duly made, seconded and carried at its regular meeting of the Board of Directors held on April 22, 2005, which Section 3.2, as amended, reads in its entirety as follows: "3.2 NUMBER OF DIRECTORS The number of directors of the corporation shall not be less than five (5) nor more than nine (9). The exact number of directors shall be six (6) until changed, within the limits specified above, by a bylaw amending this Section 3.2, duly adopted by the board of directors or by the shareholders. The indefinite number of directors may be changed, or a definite number may be fixed without provision for an indefinite number, by a duly adopted amendment to the articles of incorporation or by an amendment to this bylaw duly adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided, however that an amendment reducing the fixed number or the minimum number of directors to a number less than five (5) cannot be adopted if the votes cast against its adoption at a meeting, or the shares not consenting in the case of an action by written consent, are equal to more than sixteen and two-thirds percent (16-2/3%) of the outstanding shares entitled to vote thereon. No amendment may change the stated maximum number of authorized directors to a number greater than two (2) times the stated minimum number of directors minus one (1). No reduction of the authorized number of directors shall have the effect of removing any director before that director's term of office expires." Dated: April 27, 2005 /s/ Robert A. Connors ---------------------------- Robert A. Connors, Secretary -----END PRIVACY-ENHANCED MESSAGE-----