0001193125-16-529400.txt : 20160404 0001193125-16-529400.hdr.sgml : 20160404 20160404161605 ACCESSION NUMBER: 0001193125-16-529400 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20160404 DATE AS OF CHANGE: 20160404 GROUP MEMBERS: CARLA BORGOGNO SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Fuel Systems Solutions, Inc. CENTRAL INDEX KEY: 0001340786 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 203960974 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-82552 FILM NUMBER: 161550856 BUSINESS ADDRESS: STREET 1: 780 THIRD AVENUE STREET 2: 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 646-502-7170 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE STREET 2: 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Costamagna Pier Antonio CENTRAL INDEX KEY: 0001328986 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: VIA LA MORRA 1 CITY: CHERASCO STATE: L6 ZIP: 12062 SC 13D 1 d169817dsc13d.htm SC 13D SC 13D

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

 

 

Fuel Systems Solutions, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

35952W103

(CUSIP Number)

Pier Antonio Costamagna

Via Ospedale, 35 12062 Cherasco CN ITALY

+393356501316 or +393356185546

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 31, 2016

(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-l(g), check the following box ¨.

 

 

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).

 

 

 


CUSIP No. 35952W103  

 

  1   

NAME OF REPORTING PERSON

 

Pier Antonio Costamagna

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ¨        (b)  x

 

  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)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Italy

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

1,582,043

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

1,582,043

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,582,043

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

8.7%(1)

14  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

 

(1) This beneficial ownership percentage is based upon 18,094,043 shares of common stock, par value $0.001 per share, of Fuel Systems Solutions, Inc., a Delaware corporation, issued and outstanding as of March 7, 2016, as reported by the Fuel Systems Solutions, Inc. in its Annual Report on Form 10-K for the year ended December 31, 2015 (File No. 001-32999), filed with the Securities and Exchange Commission on March 14, 2016.


CUSIP No. 35952W103  

 

  1   

NAME OF REPORTING PERSON

 

Carla Borgogno

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ¨        (b)  x

 

  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)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Italy

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

 

1,582,043

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,582,043

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

¨

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

8.7%(1)

14  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

 

(1) This beneficial ownership percentage is based upon 18,094,043 shares of common stock, par value $0.001 per share, of Fuel Systems Solutions, Inc., a Delaware corporation, issued and outstanding as of March 7, 2016, as reported by the Fuel Systems Solutions, Inc. in its Annual Report on Form 10-K for the year ended December 31, 2015 (File No. 001-32999), filed with the Securities and Exchange Commission on March 14, 2016.


Item 1. Security and Issuer.

This Schedule 13D relates to the common stock, par value $0.001 per share (the “Common Stock”) of Fuel Systems Solutions, Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 780 Third Avenue, 25th Floor, New York, NY 10017.

 

Item 2. Identity and Background.

(a) – This Schedule 13D is being filed by Pier Antonio Costamagna and Carla Borgogno (the “Filing Persons”). Pier Antonio Costamagna owns shares in his individual capacity. Carla Borgogno is the spouse of Pier Antonio Costamagna. In the aggregate, the Filing Persons own 8.7% of the Common Stock. Each of the Filing Persons disclaims beneficial ownership of the shares owned by the other Filing Person.

(b), (c) and (f) – Each of the Filing Persons is an Italian citizen, with a business address of Via Ospedale, 35 12062 Cherasco CN ITALY. Pier Antonio Costamagna retired as an executive officer of the Issuer and as the General Manager of MTM, S.r.L., a wholly owned subsidiary of the Issuer, effective February 5, 2014.

(d) and (e) – During the last five years, neither of the Filing Persons has been convicted in a criminal proceeding, and no such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he or she was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws in the United States or finding any violation with respect to such laws.

 

Item 3. Source and Amount of Funds or Other Consideration.

Not applicable. See Item 4 below.

 

Item 4. Purpose of Transaction.

Each of the Filing Persons holds the shares for investment purposes.

On September 1, 2015, the Issuer, Westport Innovations Inc., an Alberta, Canada corporation (“Westport”) and Whitehorse Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Westport (“Merger Sub”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which, the Issuer will be merged with and into Merger Sub (the “Merger”), with the Issuer surviving the Merger.

On March 6, 2016, the Issuer, Westport and Merger Sub entered into Amendment No. 1 to the Merger Agreement (the “Merger Agreement Amendment”), which, among other things, amended the Merger Agreement to provide for a collar mechanism as opposed to a fixed number for calculating the exchange ratio. Pursuant to the Merger Agreement Amendment, the exchange ratio varies based upon the NASDAQ volume weighted average price of Westport common shares during a specified measuring period. Also on March 6, 2016, Westport and Cartesian Capital Group (“Cartesian”) entered into an amendment (the “Cartesian Amendment”) to their previously announced financing agreement between Westport and an affiliate of Cartesian which, among other things, (i) amended the financing agreement to provide that the second tranche of financing to be provided by an affiliate of Cartesian, an investment of $17.5 million in cash in exchange for a Westport convertible note, will close simultaneously with the closing of the Merger and (ii) amended the convertible note valuation price to reflect the changes to the calculation of the exchange ratio set forth in the Merger Agreement Amendment.

As more fully explained in the press release issued by the Reporting Persons on March 31, 2016, which is attached hereto as Exhibit 99.1 and incorporated herein by reference, the Reporting Persons strongly believe that the Merger Agreement Amendment materially alters the terms and structure of the transaction contemplated by the original Merger Agreement in a manner that is not in the best interests of the Issuer or its stockholders.


Accordingly, the Reporting Persons believe there is a need, and they intend, to, vote AGAINST the proposal to adopt the Merger Agreement (as amended) and approve the Merger between the Issuer and Merger Sub at the special meeting of stockholders to vote.

The Reporting Persons intend to review their investments in the Issuer on a continuing basis. Depending on various factors (including, without limitation, the Issuer’s financial position and strategic direction, actions taken by the Board, price levels of the shares of the Common Stock, other investment opportunities available to the Reporting Persons, concentration of positions in the portfolios managed by the Reporting Persons, market conditions and/or general economic and industry conditions), the Reporting Persons may take such actions with respect to their investments in the Issuer as they deem appropriate (including, without limitation, purchasing additional shares of the Common Stock or other financial instruments related to the Issuer or selling some or all of their beneficial or economic holdings, engaging in hedging or similar transactions with respect to the securities relating to the Issuer and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D).

 

Item 5. Interest in Securities of the Issuer.

(a) – Pier Antonio Costamagna is the direct beneficial owner of 1,582,043 shares, or approximately 8.7% of the Outstanding Shares.

Carla Borgogno is the indirect beneficial owner of 1,582,043 shares, or approximately 8.7% of the Outstanding Shares, which are owned directly by Pier Antonio Costamagna.

The foregoing beneficial ownership percentage is based upon 18,094,043 shares of Common Stock issued and outstanding as of March 7, 2016, as reported by the Issuer in its Annual Report on Form 10-K for the year ended December 31, 2015 (File No. 001-32999), filed with the Securities and Exchange Commission on March 14, 2016.

(b) – Pier Antonio Costamagna has the sole power to vote the 1,582,043 shares that he holds directly and shares with his wife, Carla Borgogno, the power to dispose of the 1,582,043 shares that he holds directly.

(c) – The transactions in the class of securities reported on that were effected during the past sixty days by the Reporting Persons are described below. The transactions were effected by MPS Capital Service - Banca Monte dei Paschi di Siena, Via Cavour 1 12051 Alba (CN) ITALY as the investment adviser on behalf of the Reporting Persons.

 

Transaction Date

  

Shares Purchased (Sold)

  

Price Per Share

3/30/2016    (2,546)    $5.90

(d) – Not applicable.

(e) – Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Each of the Filing Persons has entered into the Joint Filing Agreement attached hereto as Exhibit 99.2 and incorporated herein by reference.

 

Item 7. Material to be Filed as Exhibits.

 

Exhibit
Number

  

Exhibit Name

Exhibit 99.1    Press Release, dated March 31, 2016
Exhibit 99.2    Joint Filing Agreement


SIGNATURE

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

DATED: April 4, 2016

 

/s/ Pier Antonio Costamagna
Pier Antonio Costamagna
/s/ Carla Borgogno
Carla Borgogno
EX-99.1 2 d169817dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

Fuel Systems Solutions Co-Founder Intends to Vote AGAINST Proposed Merger with Westport

Beneficial Owner of Approximately 8.8% of Outstanding FSS Shares Sends Letter to FSS Board of Directors

Believes Cartesian Agreement Represented a Clear Breach of the Terms of the Merger Agreement

Cartesian Agreement Materially and Irrevocably Changes Future of Westport

CHERASCO, Italy – March 31, 2016 – Pier Antonio Costamagna, a co-founder of Fuel Systems Solutions, Inc. (“FSS”) (NASDAQ: FSYS) today sent a letter to the board of directors of FSS regarding his intention to vote against the proposed merger of Westport Innovations, Inc. (“Westport”) (TSX:WPT / NASDAQ:WPRT) and FSS. Mr. Costamagna has sole voting power over 1,584,589 shares of FSS common stock, representing approximately 8.8% of outstanding shares.

A copy of the letter follows:

Fuel Systems Solutions, Inc.

780 Third Avenue, 25th Floor

New York, New York 10017

Members of the Board:

I write to you out of serious concern for the future of my significant investment in Fuel Systems Solutions, Inc. (“FSS”). As you are aware, I am a co-founder of FSS and have sole voting power over 1,584,589 shares of FSS common stock, representing approximately 8.8% percent of the outstanding shares of FSS common stock as of March 7, 2016, making me one of FSS’ largest stockholders.

I have become increasingly concerned about recent developments involving FSS since the announcement of the merger agreement between FSS and Westport Innovations, Inc. (“Westport”) on September 1, 2016. As a result, I intend to vote AGAINST the proposal to adopt the merger agreement and approve the merger between FSS and Westport at the special meeting.

Most of all, I am concerned by how significantly Westport and this transaction have changed since this deal was first announced. My reasons include:

 

  1.

The $71 million investment in Westport by Cartesian Capital Group (“Cartesian”) for financing of various global growth initiatives (which investment was announced on January 11, 2016) could significantly jeopardize the financial


  health of the combined company. Westport’s entry into the Cartesian investment agreement fundamentally changed the landscape of the company with which FSS negotiated the merger agreement and represented a clear breach of the terms of the merger agreement. I believe you should have stood firmly by this position and ended the deal when this financing was announced.

 

  2. The amendment of the merger agreement entered into on March 6, 2016 is not adequate. The amended agreement materially altered the terms and structure of the transaction contemplated by the original merger agreement in a manner that I do not believe is in the best interests of FSS or its stockholders.

With the uncertainty of Cartesian’s ongoing role, it is surprising FSS has decided to press forward with the amendments to the merger agreement. This is particularly perplexing when the Board was also seriously discussing an all cash offer with a still undisclosed third party as of February 1, 2016 but determined to reject it for this amended offer.

My concern over the Cartesian investment agreement is not only on the debt incurred but the rights gained by Cartesian that alter the future of Westport. Specifically, the $71 million investment gives Cartesian:

 

    a direct position in the financial success of HPDI, arguably the biggest piece of Westport’s future growth;

 

    convertible notes that could eventually dilute stockholders;

 

    ownership of certain Westport assets to be completed by May 30, 2016;

 

    a stake in future joint ventures to develop products;

 

    a position on the board;

 

    specific rights over Westport’s business including, consent rights with respect to material acquisitions or material dispositions of any of its subsidiaries. How these rights were altered is not adequately addressed in the announcement of the amended merger agreement.

In my view these are significant provisions that materially and irrevocably change Westport and therefore have significant impacts on my future investment as an FSS stockholder.

Following the disclosure of Westport’s fourth quarter and full year financial results yesterday, I felt compelled to make my view known publicly. I am concerned that I am being asked to take equity in a now highly indebted company that has seen its cash position continue to rapidly deteriorate. Westport’s cash balance decreased 70.4% year over year. Furthermore, the negative change in consolidated adjusted EBITDA quarter to quarter shows me a continued and concerning inability to successfully generate earnings. Put simply, Westport’s fourth quarter and full year financial results announced this week further demonstrate its incredibly significant challenges ahead. The future within Westport is simply too uncertain for me and I cannot get comfortable with accepting equity in this company.


It is this troubling cash position that contributes to my belief that the significant amount of the Cartesian indebtedness that was incurred by Westport could negatively affect the operation of the envisaged combined company. To be specific, I believe that the terms of the Cartesian investment agreement could significantly restrict the combined company going forward by imposing certain negative covenants, including borrowing restrictions. These negative covenants and other restrictions provide significant “control” over the combined company’s operations without any apparent benefit to FSS stockholders.

In light of these alarming events and my concern about the future of FSS following a combination with Westport, I intend to vote AGAINST the proposal to adopt the merger agreement and approve the merger at the special meeting.

Thank you.

Sincerely,

 

/s/ Pier Antonio Costamagna
Pier Antonio Costamagna

Media Contacts:

Abernathy MacGregor

Pat Tucker or Cia Williams

212.371.5999

pct@abmac.com / cew@abmac.com

EX-99.2 3 d169817dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

JOINT FILING AGREEMENT

WHEREAS, the statement or amended statement on Schedule 13D to which this agreement is an exhibit (the “Joint Statement”) is being filed on behalf of the undersigned persons (collectively the “Filing Persons”); and

WHEREAS, the Filing Persons prefer to file the Joint Statement on behalf of all of Filing Persons rather than individual statements on Schedule 13D on behalf of each of the Filing Persons;

NOW, THEREFORE, the undersigned hereby agree as follows with each of the other Filing Persons:

 

  1. Each of the Filing Persons is individually eligible to use the Joint Statement.

 

  2. Each of the Filing Persons is responsible for the timely filing of the Joint Statement and any amendments thereto.

 

  3. Each of the Filing Persons is responsible for the completeness and accuracy of the information concerning such person contained in the Joint Statement.

 

  4. None of the Filing Persons is responsible for the completeness of accuracy of the information concerning the other Filing Persons contained in the Joint Statement; unless such person knows or has reason to believe that such information is inaccurate.

 

  5. The undersigned agree that the Joint Statement is, and any amendment thereto will be, filed on behalf of each of the Filing Persons.

Dated: April 2, 2016

 

/s/ Pier Antonio Costamagna
Pier Antonio Costamagna
/s/ Carla Borgogno
Carla Borgogno