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================================================================================

                                  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): June 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))

================================================================================

<PAGE>

Item 1.01.  Entry into a Material Definitive Agreement

        On June 28, 2005, the Compensation Committee of the Board of Directors
of the Registrant (the "Compensation Committee") approved the compensation
package to be paid to John Davenport as the Registrant's newly appointed Chief
Executive Officer, effective July 1, 2005. The information required to be
disclosed under this Item 1.01 with respect to the Registrant's arrangement with
Mr. Davenport is set forth in the third paragraph under Item 5.02 of this Form
8-K and is incorporated by reference into this Item 1.01.

        On June 28, 2005, the Compensation Committee also approved the severance
package to be paid to David Ruckert upon his resignation as the Registrant's
Chief Executive Officer, effective July 1, 2005. Mr. Ruckert will remain
President of the Registrant until September 30, 2005. The Registrant will pay
Mr. Ruckert a severance payment equal to 18 months of his current base salary,
which will be paid over 3 years beginning in October 2005. However, should the
Registrant undertake a financing transaction, under certain circumstances any
unpaid severance amount would be immediately payable in a lump sum. In addition,
any of Mr. Ruckert's outstanding unvested options will immediately vest on, or
under circumstances before, October 1, 2005. Should the Registrant undertake a
financing transaction prior to Mr. Ruckert's exercising the remainder of his
options, under certain circumstances Mr. Ruckert would be allowed to sell the
shares underlying these options in such a financing.

Item 5.02.  Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers

        On June 22, 2005, the Board of Directors of the Registrant appointed
John Davenport to be its Chief Executive Officer and accepted the resignation of
David Ruckert as Chief Executive Officer, subject to the Compensation
Committee's approval of a compensation package for Mr. Davenport and a severance
package for Mr. Ruckert, with such appointment and resignation effective July 1,
2005. Mr. Ruckert remains a director of the Registrant and will remain as
President until September 30, 2005. The terms of Mr. Ruckert's severance package
are set forth in Item 1.01 of this Form 8-K.

        Mr. Davenport, 60, joined the Registrant in November 1999 as Vice
President, Chief Technology Officer and was appointed Chief Operating Officer in
July 2003. Prior to joining the Registrant, Mr. Davenport served as President of
Unison Fiber Optic Lighting Systems, LLC from 1998 to 1999. Mr. Davenport began
his career at GE Lighting in 1972 as a research physicist and thereafter served
25 years in various capacities including GE Lighting's research and development
manager and as development manager for high performance LED projects. He is a
recognized global expert in light sources, lighting systems and lighting
applications, with special emphasis in low wattage discharge lamps, electronic
ballast technology and distributed lighting systems using fiber optics.

        On June 28, 2005, the Compensation Committee approved the material terms
of Mr. Davenport's compensation package. Mr. Davenport will receive a base
salary of $250,000 per year. He is also eligible to receive a minimum bonus of
25% of his base salary if the Registrant achieves the operating income plan
established for each year, or up to a maximum bonus of 50% of his base salary if
the Registrant exceeds the operating income plan. Each year the operating income
plan will be negotiated between Mr. Davenport and the Board of Directors. On
July 1, 2005, Mr. Davenport will receive an option to purchase 200,000 shares of
the Registrant's common stock at an exercise price equal to the closing price of
the Registrant's common stock on the date of grant. This option will vest as to
25% of the shares on each anniversary of the grant date, becoming fully vested
on the fourth anniversary. Mr. Davenport is also eligible to receive additional
options to purchase from 50,000 shares up to 100,000 shares of the Registrant's
common stock, to be granted on each of December 31, 2006 and December 31, 2007,
if the Registrant achieves certain revenue targets for the fiscal years ended
December 31, 2006 and 2007, respectively.

<PAGE>

        The Board of Directors also appointed Roger Buelow, currently V.P.
Engineering, as Chief Technology Officer effective July 1, 2005. Mr. Buelow, 32,
was appointed V.P. Engineering in February 2003. He served as the Registrant's
Director of Lighting Research and Development from 1999 to February 2003. Prior
to joining Fiberstars in 1999, he served as Director of Engineering for Unison
from 1998 to 1999. Prior to that he served four years as an engineer at GE
Lighting working on several fiber optic lighting projects. Mr. Buelow is a
Certified Quality Engineer with five utility patents.

Item 7.01  Regulation FD Disclosure

        On June 28, 2005, the Registrant issued a press release announcing a
reorganization and restructuring of the Registrant, including the appointment of
a new Chief Executive Officer and Chief Technology Officer, and that it expects
its pool and spa business to miss its forecast for the 2005 season. A copy of
the release is furnished herewith as Exhibit 99.1.

Item 9.01  Financial Statements and Exhibits

       (c) Exhibits

           Exhibit No.    Description
           -----------    -----------------------------------------------------
              99.1        Press Release dated June 28, 2005, furnished pursuant
                          to Item 7.01.

<PAGE>

                                    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: June 28, 2005

                                                  FIBERSTARS, INC.

                                                  By     /s/ Robert A. Connors
                                                         -----------------------
                                                  Name:  Robert A. Connors
                                                  Title: Chief Financial Officer

<PAGE>

                                  EXHIBIT INDEX

Exhibit
Number     Description
-------    -------------------------------------------------------------------
99.1       Press Release dated June 28, 2005, furnished pursuant to Item 7.01.
</TEXT>
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<SEQUENCE>2
<FILENAME>fi2990ex991.txt
<TEXT>
                                                                    Exhibit 99.1

                       FIBERSTARS ANNOUNCES RESTRUCTURING

PR Newswire -- June 28, 2005

FREMONT, Calif., June 28 /PRNewswire-FirstCall/ -- Fiberstars, Inc.
(Nasdaq: FBST), today announced a reorganization and restructuring
designed to refocus the Company behind its promising new energy saving
lighting technology, EFO(R):

     --   Effective July 1, 2005, John Davenport, who has been the principal
          developer of the EFO technology, is named CEO, a planned management
          succession as David Ruckert nears the age of 68. Mr. Ruckert will
          retain the title of President during a transition period through
          September 30, and he will remain a director. Mr. Davenport, formerly
          President of Unison Fiber Optics (acquired by Fiberstars in 2000),
          also spent 25 years as a scientist/manager with GE Lighting. He had
          been serving as Fiberstars COO/CTO. Fiberstars plans to hire a new
          COO/V.P. Operations.

     --   The Company intends to significantly reduce its costs of operation by
          consolidating most of its U.S. operations into its Solon, Ohio
          location. The Company plans to close its Fremont, California office,
          involving a one-time restructuring charge of approximately $3.5
          million, of which about $2 million will be additional cash payments.
          The consolidation is expected to save $2 million per year as compared
          to current costs. Wayne Platt, who has extensive manufacturing
          experience in the lighting industry, has been hired as a consultant to
          oversee the transition. Mr. Platt has directed operations for Philips,
          Osram/Sylvania and Venture Lighting.

     --   The Company is evaluating several programs which it believes can
          materially reduce the cost of EFO. The outlook for Fiberstars EFO is
          for higher sales in the second half of 2005 than the first half. With
          the rising cost of oil creating increasing concerns about energy and
          new energy regulations, Fiberstars believes EFO's long term growth
          prospects remain positive. The Company intends that this technology
          will become the focus of Fiberstars' future.

     --   Roger Buelow, currently V.P. Engineering, will also assume the title
          of Chief Technology Officer effective July 1, 2005. Mr. Buelow has
          done outstanding work on the Fiberstars' DARPA contract and as head of
          engineering on all Fiberstars products.

<PAGE>

The Company also announced today that it expects its pool and spa business to
miss its forecast for the 2005 season. This is expected to cause the Company's
revenue to fall below levels in the second quarter of 2004, resulting in a loss
for the second quarter of 2005. Management believes the restructuring to reduce
overhead to be especially important given the volatility of results in the
Company's core business.

"This transition in management and restructuring to focus on EFO comes at the
right time," said John Davenport. "Customer interest in EFO has increased since
the introduction on our new EFO Daylight lamp and EFO Durable Docklight(TM). We
expect to test our new EFO freezer case lighting system in the second half of
this year, which also has received considerable customer interest. All EFO
products save significant energy vs. today's conventional lighting alternatives.

"About three-fourths of our Company has been working on Fiberstars' conventional
product lines. With this restructuring, the majority of Fiberstars employees
will be focused on EFO, which is the future growth engine for us. The cost
reduction initiatives are expected to make EFO more competitive with a broader
cross section of the $58 billion lighting market. We believe lower costs will be
especially important in the freezer case and dock light market segments, and
will also help EFO downlights to compete more effectively against low cost
lighting products available from off-shore sources. I am extremely proud and
excited to be leading this new effort."

David Ruckert commented: "In John Davenport, Fiberstars is fortunate to have an
executive who is widely recognized as one of the giants of the lighting
industry. John has demonstrated the intellectual depth and the breadth of
management expertise to lead Fiberstars at this critical juncture. We believe
his energy, lighting knowledge and commitment to EFO will maximize its potential
success in the years to come."

The Company expects the restructuring to be complete in the 1st quarter of 2006.

About Fiberstars

Fiberstars is the world's leading supplier of fiber optic lighting. Fiberstars
products are designed, manufactured and marketed in the commercial lighting,
sign and swimming pool and spa markets. Fiber optic lighting provides aesthetic,
safety, energy savings and maintenance cost benefits over conventional lighting.
Fiberstars has 41 patents on its technologies for fiber optic lighting, with 25
patents pending. Customers include fast food restaurant chains, theme parks and
casinos, hotels, retail stores, swimming pool builders, spa manufacturers and
many others. Company headquarters are located at 44259 Nobel Dr., Fremont,
California. The Company has additional offices in Solon, Ohio, New York City,
England and Germany. Telephone 510-490-0719. Web site: www.fiberstars.com.

<PAGE>

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 2005 and thereafter, the Company's plans for hiring a new COO/V.P.
Operations, the Company's intention to significantly reduce operating costs
through consolidation of its U.S. operations, including planned closure of the
Fremont, California office, the expected restructuring charge and expected
annual cost savings, the importance and expected benefits and timing of
restructuring, the Company's evaluation of potential programs for cost
reductions of EFO and expected benefits of cost reductions including competitive
advantages, the outlook for expected EFO sales in the second half of 2005,
growth prospects for EFO and the Company's intention that EFO become the focus
of the Company's future, the expectations that the Company's pool and spa
business will miss its forecast, resulting in lower Company revenues and a loss
for the quarter, volatility of results from the Company's core businesses,
expected testing of the EFO freezer case lighting system, the features and
benefits of the Company's products, including energy-saving features of EFO,
trends in energy costs and regulation, and the expected contributions and impact
of Mr. Davenport as CEO. 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, the slowing 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 or difficulties in implementing
restructuring, the ability to evaluate and implement programs for reducing the
cost of EFO, the ability to hire and integrate a new COO/V.P. Operations and the
ability of the Company to integrate new management, 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, 2004, 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-                             06/28/2005
    /CONTACT:  John Davenport, +1-440-836-7414, or David Ruckert,
+1-510-490-0719, both of Fiberstars/
    /Web site:  http://www.fiberstars.com/
</TEXT>
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