UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13G

(Rule 13d-102)

 

 

Information Statement Pursuant to Rules 13d-1 and 13d-2

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

 

Fiberstars, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

315662106

(CUSIP Number)

December 31, 2005

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

ý

Rule 13d-1(c)

o

Rule 13d-1(d)

 

*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 the disclosures provided in a prior cover page.

 

The information required in 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).

 



 

CUSIP NO. 315662106

13G

Page 2 of 9

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Trigran Investments, Inc.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Illinois company

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power 
296,553 shares of Common Stock

 

7.

Sole Dispositive Power 
0

 

8.

Shared Dispositive Power
296,553 shares of Common Stock

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
296,553 shares of Common Stock

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
Approximately 3.6% as of the date of this filing (based on 8,143,074 shares of Common Stock issued and outstanding as of October 31, 2005).

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

Page 2 of 9



 

CUSIP NO. 315662106

13G

Page 3 of 9

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Douglas Granat

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
U.S. Citizen

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power 
296,553 shares of Common Stock

 

7.

Sole Dispositive Power 
0

 

8.

Shared Dispositive Power
296,553 shares of Common Stock

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
296,553 shares of Common Stock

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
Approximately 3.6% as of the date of this filing (based on 8,143,074 shares of Common Stock issued and outstanding as of October 31, 2005).

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

Page 3 of 9



 

CUSIP NO. 315662106

13G

Page 4 of 9

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Lawrence A. Oberman

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

ý

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
U.S. Citizen

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power 
296,553 shares of Common Stock

 

7.

Sole Dispositive Power 
0

 

8.

Shared Dispositive Power
296,553 shares of Common Stock

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
296,553 shares of Common Stock

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
Approximately 3.6% as of the date of this filing (based on 8,143,074 shares of Common Stock issued and outstanding as of October 31, 2005).

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

Page 4 of 9



 

CUSIP NO. 315662106

13G

Page 5 of 9

 

Item 1.

 

(a)

Name of Issuer
Fiberstars, Inc.

 

(b)

Address of Issuer’s Principal Executive Offices
44259 Nobel Drive
Fremont, CA 94538

 

Item 2.

 

(a)

Name of Person Filing

 

(b)

Address of Principal Business Office or, if none, Residence

 

(c)

Citizenship
Trigran Investments, Inc.
3201 Old Glenview Road, Suite 235
Wilmette, Illinois 60091
Illinois company

Douglas Granat
3201 Old Glenview Road, Suite 235
Wilmette, Illinois 60091
U.S. Citizen

Lawrence A. Oberman
3201 Old Glenview Road, Suite 235
Wilmette, Illinois 60091
U.S. Citizen

 

(d)

Title of Class of Securities
Common Stock, par value $0.0001 per share

 

(e)

CUSIP Number
315662106

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

Page 5 of 9



 

CUSIP NO. 315662106

13G

Page 6 of 9

 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

Trigran Investments, Inc. is the general partner of Trigran Investments, L.P. and Trigran Investments, L.P. II.  As of the date of this filing, Trigran Investments, L.P. directly owns 161,539 shares and 58,462 warrants (representing approximately 2.7% of the outstanding shares of the issuer), Trigran Investments, L.P. II directly owns 76,552 shares (representing approximately 0.9% of the outstanding shares of the issuer). Douglas Granat and Lawrence A. Oberman are the controlling shareholders and sole directors of Trigran Investments, Inc.

 

(a)

Amount beneficially owned:   

296,553 shares of Common Stock

 

(b)

Percent of class:   

Approximately 3.6%

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

0

 

 

(ii)

Shared power to vote or to direct the vote    

296,553 shares of Common Stock

 

 

(iii)

Sole power to dispose or to direct the disposition of   

0

 

 

(iv)

Shared power to dispose or to direct the disposition of   

296,553 shares of Common Stock

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   ý.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not Applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not Applicable.

 

Item 8.

Identification and Classification of Members of the Group

Not Applicable.

 

Item 9.

Notice of Dissolution of Group

Not Applicable.

 

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

Page 6 of 9



 

CUSIP NO. 315662106

13G

Page 7 of 9

 

Signature

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated this 8th day of February, 2006

 

TRIGRAN INVESTMENTS, INC.

 

 

 

By:

/s/ Lawrence A. Oberman

 

 

 

Name:  Lawrence A. Oberman

 

Its:  Executive Vice President

 

 

 

 

 

/s/

Lawrence A. Oberman

 

 

Lawrence A. Oberman

 

 

 

 

 

/s/

Douglas Granat

 

 

Douglas Granat

 

 

Page 7 of 9



 

CUSIP NO. 315662106

13G

Page 8 of 9

 

INDEX TO EXHIBITS

 

 

 

 

 

 

 

 

EXHIBIT 1: Agreement to Make a Joint Filing

 

 

 

Page 8 of 9