0001393825-13-000022.txt : 20130207
0001393825-13-000022.hdr.sgml : 20130207
20130207114048
ACCESSION NUMBER: 0001393825-13-000022
CONFORMED SUBMISSION TYPE: SC 13G/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20130207
DATE AS OF CHANGE: 20130207
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC.
CENTRAL INDEX KEY: 0001166380
STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714]
IRS NUMBER: 330933072
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-78735
FILM NUMBER: 13580839
BUSINESS ADDRESS:
STREET 1: 17872 CARTWRIGHT ROAD
CITY: IRVINE
STATE: CA
ZIP: 92614
BUSINESS PHONE: 949-399-4500
MAIL ADDRESS:
STREET 1: 17872 CARTWRIGHT ROAD
CITY: IRVINE
STATE: CA
ZIP: 92614
FORMER COMPANY:
FORMER CONFORMED NAME: QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE INC
DATE OF NAME CHANGE: 20020201
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: Hudson Bay Capital Management LP
CENTRAL INDEX KEY: 0001393825
IRS NUMBER: 371511173
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G/A
BUSINESS ADDRESS:
STREET 1: 777 THIRD AVE., 30TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
BUSINESS PHONE: 212-571-1244
MAIL ADDRESS:
STREET 1: 777 THIRD AVE., 30TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
FORMER COMPANY:
FORMER CONFORMED NAME: Hudson Bay Capital Management, L.P.
DATE OF NAME CHANGE: 20070320
SC 13G/A
1
qtww_sc13ga.txt
QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE INC SC13GA
1
QTWW_sc13ga.txt
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Quantum Fuel Systems Technologies Worldwide, Inc.
(Name of Issuer)
Common Stock, par value $0.02 per share
(Title of Class of Securities)
74765E208
(CUSIP Number)
December 31, 2012
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] 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).
Page 1 of 7 Pages
CUSIP No. 74765E208 13G/A Page 2 of 7 Pages
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(1) NAMES OF REPORTING PERSONS
Hudson Bay Capital Management, L.P.
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES --------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
Warrants to purchase up to 2,874,291shares of Common
Stock (see Item 4)*
Warrants to purchase up to 78,593 shares of Common
Stock (see Item 4)
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER
Warrants to purchase up to 2,874,291shares of Common
Stock (see Item 4)*
Warrants to purchase up to 78,593 shares of Common
Stock (see Item 4)
-----------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Warrants to purchase up to 2,874,291shares of Common Stock
(see Item 4)*
Warrants to purchase up to 78,593 shares of Common Stock
(see Item 4)
-----------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
-----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
5.14% (see Item 4)*
-----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON
PN
-----------------------------------------------------------------------------
* As more fully described in Item 4, these reported securities are subject to
a blocker of approximately 4.99% and the percentage set forth in row (11)
gives effect to such blocker. However, as more fully described in Item 4,
the securities reported in rows (6), (8) and (9) show the number of shares
of Common Stock that would be issuable upon full exercise of such reported
securities and do not give effect to such blocker. Therefore, the actual
number of shares of Common Stock beneficially owned by such Reporting
Person, after giving effect to such blocker, is less than the number of
securities reported in rows (6), (8) and (9).
CUSIP No. 74765E208 13G/A Page 3 of 7 Pages
-----------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
Sander Gerber
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES --------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
Warrants to purchase up to 2,874,291 shares of Common
Stock (see Item 4)*
Warrants to purchase up to 78,593 shares of Common
Stock (see Item 4)
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER
Warrants to purchase up to 2,874,291 shares of Common
Stock (see Item 4)*
Warrants to purchase up to 78,593 shares of Common
Stock (see Item 4)
-----------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
Warrants to purchase up to 2,874,291 shares of Common Stock
(see Item 4)*
Warrants to purchase up to 78,593 shares of Common Stock
(see Item 4)
-----------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
-----------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
5.14% (See Item 4)*
-----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON
IN
-----------------------------------------------------------------------------
* As more fully described in Item 4, these reported securities are subject
to a blocker of approximately 4.99% and the percentage set forth in row (11)
gives effect to such blocker. However, as more fully described in Item 4,
the securities reported in rows (6), (8) and (9) show the number of shares
of Common Stock that would be issuable upon full exercise of such reported
securities and do not give effect to such blocker. Therefore, the actual
number of shares of Common Stock beneficially owned by such Reporting
Person, after giving effect to such blocker, is less than the number of
securities reported in rows (6), (8) and (9).
CUSIP No. 74765E208 13G/A Page 4 of 7 Pages
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This Amendment No. 1 (this 'Amendment') amends the statement on Schedule 13G
filed on March 26, 2012 (the 'Original Schedule 13G' and the Original 13G
as amended, the 'Schedule 13G') with respect to the shares of common stock,
par value $0.02 per share, (the 'Common Stock') of Quantum Fuel Systems
Technologies Worldwide, Inc., a Delaware corporation (the 'Company').
Capitalized terms used herein are not otherwise defined in this Amendment
have the meanings set forth in the Schedule 13G. This Amendment amends and
restates Items 2, 3 and 4 in their entirety as set forth below.
Item 2(a). Name of Person Filing
This statement is filed by Hudson Bay Capital Management, L.P.
(the 'Investment Manager') and Mr. Sander Gerber ('Mr. Gerber'), who are
collectively referred to herein as 'Reporting Persons.'
Item 2(b). Address of Principal Business Office or, if none, Residence
The address of the principal business office of the Investment
Manger and Mr. Gerber is:
777 Third Avenue, 30th Floor
New York, NY 10017
Item 2(c). Citizenship
Citizenship is set forth in Row (4) of the cover page for each
Reporting Person hereto and is incorporated herein by reference for
each such Reporting Person.
Item 2(d) Title of Class of Securities
Common Stock, par value $0.02 per share (the 'Common Stock')
Item 2(e) CUSIP Number
74765E208
CUSIP No. 74765E208 13G/A Page 5 of 7 Pages
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Item 3. If this statement is filed pursuant to ss.240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act (15 U.S.C.
78o).
(b) [ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in Section 3(a)(19) of the Act (15
U.S.C. 78c).
(d) [ ] Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) [X] An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);
(g) [X] A parent holding company or control person in accordance with
ss.240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] 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) [ ] Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
(k) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)
(J), please specify the type of institution: _____________________
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.
The information required by Items 4(a) - (c) is set forth in
Rows (5)-(11) of the cover page for each Reporting Person hereto and is
incorporated herein by reference for each such Reporting Person.
The Company's Prospectus Supplement filed with the Securities and
Exchange Commission pursuant to Rule 424(b)(5) on December 28, 2012,
indicates that the total number of outstanding shares of Common Stock as
of December 27, 2012 was 47,811,117. The percentages set forth on Row 11
of the cover page for each Reporting Person is based on the Company's
outstanding shares of Common Stock and assumes the exercise of the reported
warrants (the 'Reported Warrants') subject to the applicable Blocker
(as defined below).
CUSIP No. 74765E208 13G/A Page 6 of 7 Pages
-----------------------------------------------------------------------------
Pursuant to the terms of the Reported Warrants to purchase up to
2,874,291 shares of Common Stock, the Reporting Persons cannot exercise any
of these Reported Warrants until such time as the Reporting Persons would
not beneficially own, after any such exercise, more than approximately 4.99%
of the outstanding shares of Common Stock (the '4.99% Blocker') and the
percentage set forth in Row 11 of the cover page for each Reporting Person
gives effect to the 4.99% Blocker. Consequently, at this time, the Reporting
Persons are not able to exercise all of such Reported Warrants due to the 4.99%
Blocker.
Pursuant to the terms of the Reported Warrants to purchase up to 78,593
shares of Common Stock, the Reporting Persons cannot exercise any of these
Reported Warrants unless the Reporting Persons would not beneficially own,
immediately after any such exercise, more than 9.99% of the outstanding shares
of Common Stock (the '9.99% Blocker' and together with the 4.99% Blocker, a
'Blocker') and the percentage set forth in Row (11) of the cover page for each
Reporting Person gives effect to the 9.99% Blocker. At this time, the Reporting
Persons are able to exercise all of such Reported Warrants without any
restrictions imposed by the 9.99% Blocker.
CUSIP No. 74765E208 13G/A Page 7 of 7 Pages
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SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information with respect to it
set forth in this statement is true, complete, and correct.
Dated: February 7, 2013
HUDSON BAY CAPITAL MANAGEMENT, L.P.
By: /s/ Sander Gerber
Name: Sander Gerber
Title: Authorized Signatory
/s/ Sander Gerber
SANDER GERBER
DOC ID-18356437.2