-----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, Wi7aZFAc71/56fAwl6G9CIYRwo67mRgoLWD8KVB4r8R+Tmyggv0qOYsru0wEySYt dSuIeovvkqSKTbVOX8CgIA== 0000950152-05-009071.txt : 20051110 0000950152-05-009071.hdr.sgml : 20051110 20051110135638 ACCESSION NUMBER: 0000950152-05-009071 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20051110 DATE AS OF CHANGE: 20051110 GROUP MEMBERS: SARATOGA ASSOCIATES IV LLC GROUP MEMBERS: SARATOGA COINVETMENT IV LLC GROUP MEMBERS: SARATOGA LIGHTING HOLDINGS LLC GROUP MEMBERS: SARATOGA MANAGEMENT COMPANY LLC GROUP MEMBERS: SARATOGA PARTNERS IV, L.P. 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: 32000 AURORA RD CITY: SOLON STATE: OH ZIP: 44139 BUSINESS PHONE: 4405190500 MAIL ADDRESS: STREET 1: 32000 AURORA RD CITY: SOLON STATE: OH ZIP: 44139 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: 1934 Act SEC FILE NUMBER: 005-48205 FILM NUMBER: 051193115 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 SC 13D/A 1 l16940asc13dza.htm ADVANCED LIGHTING SC 13D/A Advanced Lighting SC 13D/A
 

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

FIBERSTARS, INC.
(Name of Issuer)

COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)

315662 10 6
(CUSIP Number)

James S. Hogg, Esq.
Cowden, Humphrey, Nagorney & Lovett, Co., L.P.A.
50 Public Square
1414 Terminal Tower
Cleveland, Ohio 44113
(216) 241-2880
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

November 2, 2005
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

(Page 1 of 10 Pages)

 

             
CUSIP No. 325662 10 6 Page 2 of 10
  1. Name of Reporting Person:
Advanced Lighting Technologies, Inc.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
OO
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o N/A
  6. Citizenship or Place of Organization:
Ohio
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:0
8. Shared Voting Power:0
9. Sole Dispositive Power:0
10.Shared Dispositive Power:0
  11.Aggregate Amount Beneficially Owned by Each Reporting Person: 0
See Item 5
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
0%
  14.Type of Reporting Person (See Instructions):
CO

(Page 2 of 10 Pages)

 

             
CUSIP No. 325662 10 6 Page 3 of 10
  1. Name of Reporting Person:
Saratoga Lighting Holdings LLC		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
OO
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
N/A
  6. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:0
8. Shared Voting Power:0
9. Sole Dispositive Power:0
10.Shared Dispositive Power:0
  11.Aggregate Amount Beneficially Owned by Each Reporting Person: 0
See Item 5
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
0%
  14.Type of Reporting Person (See Instructions):
CO

(Page 3 of 10 Pages)

 

             
CUSIP No. 325662 10 6 Page 4 of 10
  1. Name of Reporting Person:
Saratoga Partners IV, L.P.		 I.R.S. Identification Nos. of above persons (entities only):
13-4013670
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
OO
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
N/A
  6. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:0
8. Shared Voting Power:0
9. Sole Dispositive Power:0
10.Shared Dispositive Power:0
  11.Aggregate Amount Beneficially Owned by Each Reporting Person: 0
See Item 5
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
0%
  14.Type of Reporting Person (See Instructions):
CO

(Page 4 of 10 Pages)

 

             
CUSIP No. 325662 10 6 Page 5 of 10
  1. Name of Reporting Person:
Saratoga Coinvestment IV LLC		 I.R.S. Identification Nos. of above persons (entities only):
13-4056003
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
OO
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
N/A
  6. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:0
8. Shared Voting Power:0
9. Sole Dispositive Power:0
10.Shared Dispositive Power:0
  11.Aggregate Amount Beneficially Owned by Each Reporting Person: 0
See Item 5
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
0%
  14.Type of Reporting Person (See Instructions):
CO

(Page 5 of 10 Pages)

 

             
CUSIP No. 325662 10 6 Page 6 of 10
  1. Name of Reporting Person:
Saratoga Associates IV LLC		 I.R.S. Identification Nos. of above persons (entities only):
13-4013667
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
OO
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
N/A
  6. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:0
8. Shared Voting Power:0
9. Sole Dispositive Power:0
10.Shared Dispositive Power:0
  11.Aggregate Amount Beneficially Owned by Each Reporting Person: 0
See Item 5
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
0%
  14.Type of Reporting Person (See Instructions):
CO

(Page 6 of 10 Pages)

 

             
CUSIP No. 325662 10 6 Page 7 of 10
  1. Name of Reporting Person:
Saratoga Management Company LLC		 I.R.S. Identification Nos. of above persons (entities only):
13-4013664
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
OO
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
N/A
  6. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:0
8. Shared Voting Power:0
9. Sole Dispositive Power:0
10.Shared Dispositive Power:0
  11.Aggregate Amount Beneficially Owned by Each Reporting Person: 0
See Item 5
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
0%
  14.Type of Reporting Person (See Instructions):
CO

(Page 7 of 10 Pages)

 

SCHEDULE 13D
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
     On November 8, 2005, the ADLT sold its shares of Fiberstars Common Stock pursuant to an underwriting agreement, dated November 2, 2005, among Fiberstars, ADLT, David Ruckert, and Merriman Curhan Ford & Co., WR Hambrecht + Co., LLC, and Pacific Growth Equities, Inc., at a price, net of underwriting discounts and commissions, of $7.76 per share.
     As a result of this transaction, the obligation of all reporting parties to report their beneficial ownership of shares of Fiberstars Common Stock pursuant to Rule 13d-1(a) is terminated.
Item 5. Interest in Securities of the Issuer
     (a) and (b)
     On November 8, 2005, the ADLT sold its shares of Fiberstars Common Stock pursuant to an underwriting agreement, dated November 2, 2005, among Fiberstars, ADLT, David Ruckert, and Merriman Curhan Ford & Co., WR Hambrecht + Co., LLC, and Pacific Growth Equities, Inc., at a price, net of underwriting discounts and commissions, of $7.76 per share.
     As a result of this transaction, the obligation of all reporting parties to report their beneficial ownership of shares of Fiberstars Common Stock pursuant to Rule 13d-1(a) is terminated.
     Except for the foregoing, no change is being reported.
     (c) Not Applicable.
     (d) Not Applicable.
     (e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

(Page 8 of 10 Pages)

 

     On November 7, 2005, the ADLT sold its shares of Fiberstars Common Stock pursuant to an underwriting agreement, dated November 2, 2005, among Fiberstars, ADLT, David Ruckert, and Merriman Curhan Ford & Co., WR Hambrecht + Co., LLC, and Pacific Growth Equities, Inc., at a price, net of underwriting discounts and commissions, of $7.76 per share.
     As a result of this transaction, the obligation of all reporting parties to report their beneficial ownership of shares of Fiberstars Common Stock pursuant to Rule 13d-1(a) is terminated.
Item 7. Material to be Filed as Exhibits
  1.   Joint Filing Agreement and Power of Attorney.
 
  2.   Underwriting Agreement. (Incorporated by reference to Exhibit 1.1 to Fiberstars Amendment No. 1 to Registration Statement on Form S-3 Registration (File No. 333-128421) filed October 17, 2005.

(Page 9 of 10 Pages)

 

SIGNATURE
     After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.
ADVANCED LIGHTING
     TECHNOLOGIES, INC.
SARATOGA LIGHTING HOLDINGS, LLC
SARATOGA PARTNERS IV L.P.
SARATOGA COINVESTMENT IV LLC
SARATOGA ASSOCIATES IV LLC
SARATOGA MANAGEMENT COMPANY LLC
         
    Signed on behalf of each of the above entities.    
         
November 10, 2005
  By:   /s/ Wayne J. Vespoli
 
       
(Date)
      (Signature)
Wayne J. Vespoli
Executive Vice President,
Advanced Lighting Technologies, Inc.

(Page 10 of 10 Pages)

EX-1 2 l16940aexv1.htm EXHIBIT 1 JOINT FILING AGREEMENT Exhibit 1
 

EXHIBIT 1
JOINT FILING AGREEMENT AND POWER OF ATTORNEY
     In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13D (including amendments thereto) with respect to the common stock, no par value, of Fiberstars, Inc., a California corporation, and further agrees that this Joint Filing Agreement be included as an exhibit to such filings provided that, as contemplated by Section 13d-1(k)(l)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.
Each of Advanced Lighting Technologies, Inc., Saratoga Lighting Holdings LLC, Saratoga Partners IV, L.P., Saratoga Coinvestment IV LLC, Saratoga Associates IV LLC and Saratoga Management Company LLC (the “Named Parties”) hereby constitutes and appoints each of Richard A. Petrocelli, Wayne J. Vespoli and Richard A. Petrocelli, acting singly, as the true and lawful attorneys-in-fact, with full power of substitution in any and all capacities, to execute for and on behalf of the Named Parties, the Schedule 13D to which this Joint Filing Agreement and Power of Attorney is an exhibit and all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, the issuer and relevant stock exchanges. Each of the Named Parties hereby grants to such attorneys-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the attorney-in-fact might or could, and hereby ratifies and confirms all that said attorneys-in-fact or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

 

 

     The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned’s responsibilities to comply with Section 13(d) of the Securities Exchange Act of 1934.
     The powers hereby conferred upon the said attorneys-in-fact shall continue in force until notice of the revocation of this Power of Attorney has been received by the said attorneys-in-fact.
Date: August 4, 2005
       
Advanced Lighting Technologies, Inc.
  
 
    
By:
  /s/ Wayne J. Vespoli
 
    
Name:
Title:
  Wayne J. Vespoli
Executive Vice President
Date: August 4, 2005
       
Saratoga Lighting Holdings LLC
  
 
 
    
By:
  Saratoga Management Company LLC, as
Managing Member
 
    
By:
  /s/ Richard A. Petrocelli
 
    
Name:
Title:
  Richard A. Petrocelli
Treasurer
Date: August 4, 2005
       
Saratoga Partners IV, L.P.
  
 
 
    
By:
  Saratoga Associates IV LLC, as
General Partner
 
    
By:
  Saratoga Management Company LLC, as
Manager
 
    
By:
  /s/ Richard A. Petrocelli
 
    
Name:
Title:
  Richard A. Petrocelli
Treasurer

 

 

Date: August 4, 2005
       
Saratoga Coinvestment IV LLC
  
 
 
    
By:
  Saratoga Management Company LLC, as
Managing Member
 
    
By:
  /s/ Richard A. Petrocelli
 
    
Name:
Title:
  Richard A. Petrocelli
Treasurer
Date: August 4, 2005
       
Saratoga Associates IV LLC
  
 
 
    
By:
  Saratoga Management Company LLC, as
Manager
 
    
By:
  /s/ Richard A. Petrocelli
 
    
Name:
Title:
  Richard A. Petrocelli
Treasurer
Date: August 4, 2005
       
Saratoga Management Company LLC
  
 
 
    
By:
  /s/ Richard A. Petrocelli
 
    
Name:
Title:
  Richard A. Petrocelli
Treasurer

 

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