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) November 19, 1998
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Fiberstars, Inc.
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(Exact name of registrant as specified in charter)
California 0-24564 94-3021850
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2883 Bayview Drive, Fremont, California 94538
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (510) 490-0719
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(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets.
On November 19, 1998, Fiberstars, Inc. (the "Registrant"), in
conjunction with its wholly-owned subsidiary, Hillgate (4) Limited, a company
organized under the laws of England and Wales ("UK Purchaser"), completed the
acquisition (the "Acquisition") of the assets and business and assumed certain
liabilities of Crescent Lighting Limited, a company organized under the laws of
England and Wales ("Crescent"), pursuant to a sale and purchase agreement dated
November 19, 1998 by and among the Registrant, UK Purchaser, Crescent and the
shareholders of Crescent ("Asset Purchase Agreement"). A copy of the Asset
Purchase Agreement is filed as Exhibit 2.1 to this report and is incorporated
herein by this reference.
Crescent assembles, sells and distributes commercial lighting systems,
associated fixtures and fittings and also acts as the sole UK distributor for a
number of manufacturers of lighting systems and components.
UK Purchaser acquired substantially all of the assets of Crescent that
relate to its business (the "Assets") including, but not limited to, the fixed
assets, cash, inventory, accounts receivable related to certain deferred
revenue, rights and benefits under assumed contracts, permits and business
records related to the Assets and other tangible property of Crescent.
Registrant received the goodwill, intellectual property rights and other
intangibles employed by or owned by Crescent in connection with its business,
including the use of the name of Crescent.
The purchase price for the Assets was determined through arms-length
negotiations by the parties. The consideration for the Assets was $2,692,256, of
which $1,884,579.20 was paid in cash at the closing and $807,676.80 was paid to
Crescent in the form of common stock of the Registrant, such common stock being
valued at $4.08 per share based upon the average of the closing price of such
stock over the 10-day period prior to the closing of the Acquisition. The
parties to the Asset Purchase Agreement agreed to place $269,226.96 of such
common stock of the Registrant into an escrow account, to be held as security
for any initial losses incurred by UK Purchaser or the Registrant in the event
of certain breaches by Crescent of covenants, representations and warranties
contained in the Asset Purchase Agreement. The source of the funds for the
consideration came from the Registrant's immediately available funds.
The Acquisition will be treated as a purchase for financial accounting
purposes. Prior to the execution of the Asset Purchase Agreement, there was no
material relationship between the Registrant, or its affiliates, and Crescent or
between any officers or directors of the Registrant, or its affiliates, and the
officers or directors of Crescent other than the fact that Crescent served as a
distributor of certain products of the Registrant.
Item 5. Other Events
On November 24, 1998, the Registrant issued a press release announcing
the Acquisition. The press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired.
Financial statements for the business acquired as described in
Item 2 above will be filed by amendment within 60 days of the date of the filing
of this Form 8-K.
(b) Pro forma financial information.
Pro Forma financial information reflecting the effect of the
business acquired as described in Item 2 above will be filed by amendment within
60 days of the date of the filing of this Form 8-K.
(c) Exhibits.
Exhibit No. Description
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2.1 Sale and Purchase Agreement dated as of
November 19, 1998 by and among
Fiberstars, Inc., Hillgate (4) Limited,
Crescent Lighting Limited, Michael
Beverley Morrison and Corinne Bertrand.
99.1 Press release issued November 24, 1998.
Item 9. Sales of Equity Securities Pursuant to Regulation S.
As described under Item 2 above, on November 19, 1998, Registrant
offered and sold an aggregate of 197,960 shares of the Registrant's common
stock, par value $0.0001 per share, to Crescent as partial consideration in
connection with the Acquisition. The securities were sold pursuant to Rule 903
of Regulation S ("Regulation S") under the Securities Act of 1933, as amended.
Crescent has represented that it is not a "U.S. Person" as that term is defined
in Rule 902 of Regulation S and that it was outside the United States at the
time the transaction occurred. The offering and sale of such shares to Crescent
was made in Finland in an offshore transaction within the meaning of Regulation
S, offering restrictions were implemented pursuant to the Asset Purchase
Agreement and the transaction was otherwise in compliance with Regulation S.
There were no underwriters or other distributors employed in the Acquisition.
SIGNATURES
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.
Fiberstars, Inc.
Date: December 4, 1998 By: /s/ Robert A. Connors
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Robert A. Connors
Vice President, Finance, Chief Financial
Officer
EXHIBIT INDEX
Exhibit No. Description
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2.1 Asset Purchase Agreement dated as of November 19, 1998 by
and among Fiberstars, Inc., Hillgate (4) Limited, Crescent
Lighting Limited, Michael Beverley Morrison and Corinne
Bertrand.
99.1 Press release issued November 24, 1998.