-----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, M4iQvCQ0+upCV5PuQXCIniZF9XQZb2RZKWbcIuOZox3P5+sa0t1YudWQZzK9L/yD WZUvNDZ74KZeCs7nJl99WQ== 0000950152-98-000966.txt : 19980212 0000950152-98-000966.hdr.sgml : 19980212 ACCESSION NUMBER: 0000950152-98-000966 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980211 SROS: NONE SUBJECT COMPANY: 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: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-48205 FILM NUMBER: 98532421 BUSINESS ADDRESS: STREET 1: 2883 BAYVIEW DR CITY: FREMONT STATE: CA ZIP: 94538 BUSINESS PHONE: 5104900719 MAIL ADDRESS: STREET 1: 2883 BAYVIEW DR CITY: FREMONT STATE: CA ZIP: 94538 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ADVANCED LIGHTING TECHNOLOGIES INC CENTRAL INDEX KEY: 0001002125 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC LIGHTING & WIRING EQUIPMENT [3640] IRS NUMBER: 341803229 STATE OF INCORPORATION: OH FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2307 EAST AURORA ROAD STREET 2: SUITE 1 CITY: TWINSBURG STATE: OH ZIP: 44087 BUSINESS PHONE: 2169636680 MAIL ADDRESS: STREET 1: 2307 EAST AURORA ROAD STREET 2: SUITE 1 CITY: TWINSBURG STATE: OH ZIP: 44087 SC 13D/A 1 ADVANCED LIGHTING/FIBERSTARS SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 FIBERSTARS, INC. -------------------------- (Name of Issuer) COMMON STOCK, NO PAR VALUE ------------------------------ (Title of Class of Securities) 315662 10 6 -------------- (CUSIP Number) Gerald W. Cowden, Esq., 1414 Terminal Tower, Cleveland, Ohio 44113; (216) 241-2880 ------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 5, 1998 (Date of Event which Requires Filing of this Statement) ------------------- If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ] NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. - ----------------------------------- *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2
AMENDMENT NO. 1 TO SCHEDULE 13D/A - ------------------------------------------------- ------------------------------ CUSIP NO. PAGE 2 OF 6 PAGES - ------------------------------------------------- ------------------------------ - ------------ ----------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON Advanced Lighting Technologies, Inc. - ------------------------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Ohio - -------------------------------------------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 1,023,011 SHARES BENEFICIALLY OWNED BY EACH -------------------------------------------------------------------- REPORTING PERSON 8 SHARED VOTING POWER WITH 0 -------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 1,023,011 -------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,023,011 - -------------------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.3% - -------------------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - ---------------------------------------------------------------------------------------------------------------------
3 PAGE 3 OF 6 AMENDMENT NO. 1 TO SCHEDULE 13D/A ITEM 1. SECURITY AND ISSUER No change is being reported. ITEM 2. IDENTITY AND BACKGROUND No change is being reported ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION No change is being reported ITEM 4. PURPOSE OF TRANSACTION The purpose of the acquisition of the Common Stock is to make an investment in Fiberstars and obtain a representative on its Board of Directors. ADLT may acquire additional Common Stock of Fiberstars. Any acquisition resulting in ADLT=s beneficially owning more than 30% of the voting power of Fiberstars, however, would require the consent of Fiberstars= uninterested directors. ADLT has approached Fiberstars management to seek approval of acquiring up to 33% of the voting power of Fiberstars. Also, ADLT may not, pursuant to the Investors Agreement, dispose of the beneficial ownership or voting control of the Fiberstars Common Stock except under certain conditions. See description of Investor Agreement in Item 6. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER No change is being reported. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER In addition to the Investor Agreement previously reported, ADLT has an agreement with Rohm and Haas ("R and H") wherein R and H has the right to request ADLT to divest its interest in Fiberstars and have any employee of ADLT resign from the Fiberstars Board. Upon such request from R and H, ADLT agrees to complete the divestiture within two (2) years of such request subject to reasonable extension upon consent of R and H. Additionally, ADLT has agreed not to purchase additional shares of Fiberstars without the prior written consent of R and H. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS (a) Investor Agreement dated as of July 30, 1997 is hereby incorporated by reference from Schedule 13D filed via EDGAR on July 31, 1997. (b) Exhibit 99. Letter Agreement between Rohm and Haas and Advanced Lighting Technologies, Inc. dated as of February 10, 1998, filed herewith. 4 PAGE 4 OF 6 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 1 to Schedule 13D/A statement is true, complete and correct. ADVANCED LIGHTING TECHNOLOGIES, INC. February 11, 1998 By: /S/ Louis S. Fisi - ---------------------- -------------------------------- (Date) (Signature) Louis S. Fisi, Executive Vice President EX-99 2 EXHIBIT 99 1 EXHIBIT 99 February 10, 1998 VIA FACSIMILE, 1-215-592-2682 - ----------------------------- Rohm and Haas Company 100 Independence Mall West Philadelphia, PA 19106 Gentlemen: This is to confirm our agreement that, in consideration of our agreement to amend the Memorandum of Agreement, dated October 15, 1997 between Advanced Lighting Technologies, Inc. "ADLT" and Rohm and Haas Company ("RandH"), ADLT and RandH agree as follows: 1. ADLT may continue to hold its existing equity stake in Fiberstars, Inc. until two years following the date on which RandH shall request ADLT in writing to divest such interest, provided that: i. after such written request for divestiture, ADLT shall be pursuing in good faith all reasonable and prudent steps to divest such interest as soon as reasonably practicable, ii. after such written request for divestiture, any employee of ADLT then serving as a director or otherwise participating in the management of Fiberstars, Inc. shall as soon as practicable submit his resignation and shall no longer continue serving in such capacity, iii. without the prior written consent of RandH ADLT shall not purchase any additional shares in Fiberstars, Inc. Provided that ADLT shall have satisfied the above obligations RandH shall consider, upon written request from ADLT, a reasonable extension of the time period after such written request for divestiture of ADLT's interest in Fiberstars, Inc. 2 Rohm and Haas Page 2 February 10, 1998 Please confirm our understanding by executing the attached copy and returning it to the undersigned. Very truly yours, Advanced Lighting Technologies, Inc. /s/ NICHOLAS R. SUCIC Nicholas R. Sucic Chief Financial Officer and Vice President Accepted and Agreed this 10th day of February, 1998 Rohm and Haas Company By: /s/ J. MICHAEL FITZPATRICK J. MICHAEL FITZPATRICK -----END PRIVACY-ENHANCED MESSAGE-----