-----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, UNa9QOf7aXK2Rw53gEZk+cX/JqedesPouaC5f9kdEgPcm+8QkALRnd275gYBu1WQ w6n7DQB0vyS0daFw9bqzdA== 0001275287-06-003510.txt : 20060711 0001275287-06-003510.hdr.sgml : 20060711 20060711101306 ACCESSION NUMBER: 0001275287-06-003510 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060706 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060711 DATE AS OF CHANGE: 20060711 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: 06955290 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 fi6316.txt FORM 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): July 6, 2006 FIBERSTARS, INC. (Exact name of registrant as specified in its charter) California 0-24230 94-3021850 (State or Other Jurisdiction of (Commission (I.R.S. Employer Incorporation) File Number) Identification Number) 32000 Aurora Road Solon, Ohio 44139 (Address of principal executive offices) (Zip Code) (440) 715-1300 (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 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 July 6, 2006, Fiberstars, Inc., issued a press release announcing the preliminary sales results for the quarter ended June 30, 2006. The Company hosted a previously-announced investor conference call/webcast.to discuss the preliminary sales results. A copy of the press release is furnished as Exhibit 99.1 to this report. ITEM 7.01. REGULATION FD DISCLOSURE. 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 July 6, 2006, Fiberstars, Inc., a California corporation, issued a press release announcing the results of the shareholders' meeting. The reincorporation of Fiberstars in Delaware was approved. The Company, currently incorporated in California, expects to complete the reincorporation in the third quarter. A copy of the press release is furnished as Exhibit 99.2 to this report. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits EXHIBIT NO. DESCRIPTION ----------- ------------------------------------------------------- 99.1 Press Release dated July 6, 2006 regarding preliminary results for the quarter ended June 31, 2006. 99.2 Press Release dated July 6, 2006 regarding shareholder approval of reincorporation in Delaware. 2 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: July 6, 2006 FIBERSTARS, INC. By /s/ Robert A. Connors ----------------------- Name: Robert A. Connors Title: Chief Financial Officer 3 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION ----------- ------------------------------------------------------- 99.1 Press Release dated July 6, 2006 regarding preliminary results for the quarter ended June 31, 2006. 99.2 Press Release dated July 6, 2006 regarding shareholder approval of reincorporation in Delaware. 4 EX-99.1 2 fi6316ex991.txt EXHIBIT 99.1 Exhibit 99.1 FIBERSTARS REPORTS PRELIMINARY SECOND QUARTER 2006 FINANCIAL RESULTS, COMPANY EXPERIENCES LARGEST EFO QUARTER TO DATE SOLON, Ohio, July 6 /PRNewswire-FirstCall/ -- Fiberstars, Inc. (Nasdaq: FBST), the global leader in commercial fiber optic lighting, today announced preliminary financial results for the second quarter of 2006. Total shipments for the second quarter of 2006 were approximately $7,532,000, nearly flat compared to $7,645,000 for same quarter in 2005. Total shipments for the first half of 2006 were approximately $12,859,000 compared to sales of $14,465,000 for the same period in 2005. The loss for the second quarter is expected to be larger than the loss for the same quarter in 2005. EFO shipments for the second quarter of 2006 were approximately $904,000, an increase of 98% over sales of $456,000 for the same quarter of 2005 and more than three times the EFO sales for the previous quarter in 2006. EFO shipments for the first half of 2006 were approximately $1,167,000, compared to sales of $766,000 for the first half of 2005. The company attributed much of its second quarter 2006 EFO shipment results to the successful first phase of the Department of Defense Navy ship installation, the company's most substantial EFO order to date. "Q2 is our largest EFO quarter to date by over $400,000," said John Davenport, CEO of Fiberstars. "In addition, we're encouraged by the demand for the new control and LED water feature pool products." Fiberstars management will host a conference call today, Thursday, July 6, 2006, at 11:30 a.m. EDT (8:30 a.m. PDT) to review the second quarter 2006 preliminary results and other corporate events, followed by a Q & A session. Dialing 1-800-507-9434 (US/Canada) or 1-706-634-5544 (International/Local) can access the call. The conference ID number is 1395725. Participants are asked to call the assigned number approximately 10 minutes before the conference call begins. The conference call will also be available over the Internet at http://www.fiberstars.com/ in the Investor Relations area of the site or by going to http://www.mkr-group.com/ . A replay of the conference call will be available two hours after the call for the following 7 days by dialing 1-800-642-1687 (US/Canada) or 1-706-645-9291 (international or local) and entering the pass code 1395725. Also, a replay of the conference call will be available over the Internet at http://www.fiberstars.com/ as of July 7, 2006, and will remain available for 1 year in the Investor Relations area of the site or by going to http://www.mkr-group.com/ . About Fiberstars, Inc. Fiberstars, Inc. is the leading supplier of fiber optic lighting and the world's only supplier of EFO, a lighting technology which is more efficient than conventional electric lamps. Fiberstars products are designed, manufactured and marketed for the commercial lighting, sign and swimming pool, and spa markets. Fiberstars fiber optic lighting provides energy savings, aesthetic, safety and maintenance cost benefits over conventional lighting. Customers include supermarket chains, retail stores, fast food restaurants, theme parks and casinos, hotels, swimming pool builders, spa manufacturers and many others. Company headquarters are located at 32000 Aurora Rd., Solon, OH 44139. The Company has additional offices in Pleasanton, CA, New York City, United Kingdom and Germany. For more information, see 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 the goals and business outlook for 2006 and thereafter, future pool market sales, the expected growth of and percentage of the company to be represented by EFO, expected product development and introductions, expected overall sales growth and profitability, and expected benefits, revenues and products from the Department of Defense Navy contract. 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, a slowing of the 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, 2005, and its 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. SOURCE Fiberstars, Inc. -0- 07/06/2006 /CONTACT: investors, Bob Connors, CFO, of Fiberstars, Inc., +1-440-715-1300; or Nathan Tinker of Antenna Group, +1-203-229-0358, for Fiberstars/ /Web site: http://www.fiberstars.com/ EX-99.2 3 fi6316ex992.txt EXHIBIT 99.2 Exhibit 99.2 FIBERSTARS ANNOUNCES FINAL RESULTS OF SHAREHOLDER MEETING; VOTE ON DELAWARE REINCORPORATION APPROVED BY SHAREHOLDERS SOLON, Ohio, July 6 /PRNewswire-FirstCall/ -- Fiberstars, Inc. (Nasdaq: FBST), the global leader in commercial fiber optic lighting, announced today that the reincorporation of Fiberstars in Delaware was approved. The Company, currently incorporated in California, expects to complete the reincorporation in the third quarter. The Company held its annual shareholder meeting on June 15, 2006, but the meeting was adjourned until July 6 because nearly 6 million shares had not yet voted on reincorporation in Delaware. About Fiberstars, Inc. Fiberstars, Inc., (Nasdaq: FBST) is the leading supplier of fiber optic lighting and the world's only supplier of EFO(R), a lighting technology which is more efficient than conventional electric lamps. Fiberstars products are designed, manufactured and marketed for the commercial lighting, sign and swimming pool, and spa markets. Fiberstars fiber optic lighting provides energy savings, aesthetic, safety and maintenance cost benefits over conventional lighting. Customers include supermarket chains, retail stores, fast food restaurants, theme parks and casinos, hotels, swimming pool builders, spa manufacturers and many others. Company headquarters are located at 32000 Aurora Rd., Solon, OH 44139. The Company has additional offices in Pleasanton, CA, New York City, United Kingdom and Germany. For more information, see 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 the anticipated reincorporation of Fiberstars in Delaware, such reincorporation could be delayed or abandoned if Fiberstars is unable to get the necessary consents to effect the reincorporation. 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, 2005, and its 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. SOURCE Fiberstars, Inc. -0- 07/06/2006 /CONTACT: investors, Bob Connors, CFO of Fiberstars, Inc., +1-440-715-1300, or media, Nathan Tinker of Antenna Group, +1-203-229-0358, for Fiberstars/ /Web site: http://www.fiberstars.com/ -----END PRIVACY-ENHANCED MESSAGE-----