SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
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)
May 27, 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).
SCHEDULE 13D
| 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
1,576,043 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
1,576,043 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,576,043 | |||||
| 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 April 29, 2016, as reported by Fuel Systems Solutions, Inc. in its Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 29, 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
1,576,043 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,576,043 | |||||
| 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 April 29, 2016, as reported by Fuel Systems Solutions, Inc. in its Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 29, 2016. |
Explanatory Note
This Amendment No. 6 to Schedule 13D (this “Amendment No. 6”) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on April 4, 2016, as amended by Amendment No. 1 thereto filed with the SEC on April 13, 2016, Amendment No. 2 thereto filed with the SEC on May 9, 2016, Amendment No. 3 thereto filed with the SEC on May 12, 2016 (the “Schedule 13D”), Amendment No. 4 thereto filed with the SEC on May 18, 2016, and Amendment No. 5 thereto filed with the SEC on May 25, 2016, by Pier Antonio Costamagna and Carla Borgogno, each an Italian citizen (together, the “Reporting Persons”). The Schedule 13D relates to the common stock, par value $0.001 per share, of Fuel Systems Solutions, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined in this Amendment No. 6 shall have the meanings set forth in the Schedule 13D.
Except as specifically amended by this Amendment No. 6, there are no changes to the Schedule 13D.
| Item 4. | Purpose of Transaction. |
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information:
As more fully explained in the press release issued by the Reporting Persons on May 27, 2016, which is attached hereto as Exhibit 99.8 and incorporated herein by reference, the Reporting Persons believe there is a need, and they intend, to, vote AGAINST the proposal to (i) adopt the Merger Agreement (as amended) and (ii) approve the Merger between the Issuer and Merger Sub at the special meeting of stockholders.
| Item 7. | Material to be Filed as Exhibits. |
| Exhibit Number |
Exhibit Name | |
| Exhibit 99.1 | Press Release, dated March 31, 2016 (incorporated by reference to Exhibit 99.1 to the Schedule 13D filed with the SEC by Pier Antonio Costamagna on April 4, 2016) | |
| Exhibit 99.2 | Joint Filing Agreement (incorporated by reference to Exhibit 99.2 to the Schedule 13D filed with the SEC by Pier Antonio Costamagna on April 4, 2016) | |
| Exhibit 99.3 | Press Release, dated April 11, 2016 (incorporated by reference to Exhibit 99.3 to the Schedule 13D filed with the SEC by Pier Antonio Costamagna on April 13, 2016) | |
| Exhibit 99.4 | Presentation to ISS, dated May 9, 2016 (incorporated by reference to Exhibit 99.4 to the Schedule 13D filed with the SEC by Pier Antonio Costamagna on May 9, 2016) | |
| Exhibit 99.5 | Press Release, dated May 10, 2016 (incorporated by reference to Exhibit 99.5 to the Schedule 13D filed with the SEC by Pier Antonio Costamagna on May 12, 2016) | |
| Exhibit 99.6 | Press Release, dated May 16, 2016 (incorporated by reference to Exhibit 99.6 to the Schedule 13D filed with the SEC by Pier Antonio Costamagna on May 18, 2016) | |
| Exhibit 99.7 | Press Release, dated May 23, 2016 (incorporated by reference to Exhibit 99.7 to the Schedule 13D filed with the SEC by Pier Antonio Costamagna on May 25, 2016) | |
| Exhibit 99.8 | Press Release, dated May 27, 2016 | |
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: May 31, 2016
| /s/ Pier Antonio Costamagna | ||
| Pier Antonio Costamagna | ||
| /s/ Carla Borgogno | ||
| Carla Borgogno | ||
Exhibit 99.8
Fuel Systems Solutions Co-Founder Summarizes Significant Concerns Regarding Flawed Westport Transaction
Beneficial Owner of Approximately 8.7% of Outstanding Fuel Systems Shares Will Vote AGAINST the Amended Merger Agreement
May 27, 2016 08:30 AM Eastern Daylight Time
CHERASCO, Italy—(BUSINESS WIRE)—Pier Antonio Costamagna, a co-founder of Fuel Systems Solutions, Inc. (“FSS”) (NASDAQ:FSYS) today commented on his continued significant concerns regarding the clear lack of value in a combination of FSS and Westport Innovations, Inc. (“Westport”) (TSX:WPT / NASDAQ:WPRT). Mr. Costamagna has sole voting power over 1,576,043 shares of FSS common stock, representing approximately 8.7% of outstanding shares and he intends to vote AGAINST the merger at the FSS stockholder meeting scheduled for Tuesday, May 31, 2016. He noted a summary of critical points informing his decision.
NO PREMIUM, UNCERTAIN FUTURE WITH WPRT, HIGH RISK OF INSOLVENCY
| • | No merger-related premium – the offer represents a 21% discount to FSS’ unaffected share price. WPRT’s share price has declined 39% since merger announcement |
| • | WPRT has significant debt load maturing and recently raised funds from Cartesian at an effective interest rate of 23% |
| • | Cartesian will have significant influence and control over combined company |
| • | WPRT subject to ongoing revenue decline and questionable outlook |
| • | FSS receiving inadequate stake for its revenue and EBITDA contribution to the combined company |
| • | Combined company expected to generate negative adjusted EBITDA in FY16 and FY17 and require $150mm of additional financing |
| • | Real risk of insolvency for the combined company. CEO did not vote for the merger and one director resigned in protest |
LIMITED DOWNSIDE TO REJECTION
| • | Standalone value substantially higher than current implied offer price |
| • | Mean average Discounted Cash Flow (DCF) - $14.85 |
| • | Mean average equity research Estimates - $8 |
| • | Almost no debt and $49.5 million in cash and short term investments as of March 31, 2016 |
| • | DCF analysis shows a mean average discount of 65% based on the current offer |
| • | Expected to generate positive adjusted EBITDA in both FY16 and FY17 |
| • | Third Party’s offer of $4.5 per share in cash, provides effective floor to the share price if the merger is rejected |
| • | Proxy reflects pressure applied to directors to approve amended merger agreement |
Contacts
Abernathy MacGregor
Pat Tucker, 212-371-5999
pct@abmac.com
or
Cia Williams, 212-371-5999
cew@abmac.com