0000899243-16-021461.txt : 20160602 0000899243-16-021461.hdr.sgml : 20160602 20160602153802 ACCESSION NUMBER: 0000899243-16-021461 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160601 FILED AS OF DATE: 20160602 DATE AS OF CHANGE: 20160602 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Becker Drapkin Partners SLV, Ltd. CENTRAL INDEX KEY: 0001657252 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32999 FILM NUMBER: 161692368 BUSINESS ADDRESS: STREET 1: C/O MAPLES CORPORATE SERVICES LIMITED STREET 2: UGLAND HOUSE, PO BOX 309 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 2147566016 MAIL ADDRESS: STREET 1: C/O MAPLES CORPORATE SERVICES LIMITED STREET 2: UGLAND HOUSE, PO BOX 309 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Northern Right Capital (QP), L.P. CENTRAL INDEX KEY: 0001451722 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32999 FILM NUMBER: 161692369 BUSINESS ADDRESS: STREET 1: 10 CORBIN DRIVE STREET 2: 3RD FLOOR CITY: DARIEN STATE: CT ZIP: 06820 BUSINESS PHONE: (203) 951-6084 MAIL ADDRESS: STREET 1: 10 CORBIN DRIVE STREET 2: 3RD FLOOR CITY: DARIEN STATE: CT ZIP: 06820 FORMER NAME: FORMER CONFORMED NAME: BECKER DRAPKIN PARTNERS (QP), L.P. DATE OF NAME CHANGE: 20100820 FORMER NAME: FORMER CONFORMED NAME: SRB GREENWAY OPPORTUNITY FUND (QP) LP DATE OF NAME CHANGE: 20081209 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Drapkin Matthew A CENTRAL INDEX KEY: 0001458693 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32999 FILM NUMBER: 161692370 MAIL ADDRESS: STREET 1: 500 CRESCENT COURT STREET 2: SUITE 230 CITY: DALLAS STATE: TX ZIP: 75201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Becker Steven R CENTRAL INDEX KEY: 0001349005 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32999 FILM NUMBER: 161692371 MAIL ADDRESS: STREET 1: 5525 NAKOMA DRIVE CITY: DALLAS STATE: TX ZIP: 75209 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Northern Right Capital Management, L.P. CENTRAL INDEX KEY: 0001346543 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32999 FILM NUMBER: 161692372 BUSINESS ADDRESS: STREET 1: 10 CORBIN DRIVE STREET 2: 3RD FLOOR CITY: DARIEN STATE: CT ZIP: 06820 BUSINESS PHONE: (203) 951-6084 MAIL ADDRESS: STREET 1: 10 CORBIN DRIVE STREET 2: 3RD FLOOR CITY: DARIEN STATE: CT ZIP: 06820 FORMER NAME: FORMER CONFORMED NAME: Becker Drapkin Management, L.P. DATE OF NAME CHANGE: 20100824 FORMER NAME: FORMER CONFORMED NAME: SRB Management, L.P. DATE OF NAME CHANGE: 20051209 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BC Advisors LLC CENTRAL INDEX KEY: 0001349003 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32999 FILM NUMBER: 161692373 BUSINESS ADDRESS: STREET 1: 500 CRESCENT COURT STREET 2: SUITE 230 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: (214) 756-6016 MAIL ADDRESS: STREET 1: 500 CRESCENT COURT STREET 2: SUITE 230 CITY: DALLAS STATE: TX ZIP: 75201 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-06-01 1 0001340786 Fuel Systems Solutions, Inc. FSYS 0001346543 Northern Right Capital Management, L.P. 500 CRESCENT COURT, SUITE 230 DALLAS TX 75201 0 0 0 1 Member of 13D 10% Group 0001349005 Becker Steven R C/O NORTHERN RIGHT CAPITAL MANAGEMENT, L.P., 500 CRESCENT COURT, SUITE 230 DALLAS TX 75201 1 0 0 1 Member of 13D 10% Group 0001458693 Drapkin Matthew A C/O NORTHERN RIGHT CAPITAL MANAGEMENT, L.P., 500 CRESCENT COURT, SUITE 230 DALLAS TX 75201 0 0 0 1 Member of 13D 10% Group 0001451722 Northern Right Capital (QP), L.P. 500 CRESCENT COURT, SUITE 230 DALLAS TX 75201 0 0 0 1 Member of 13D 10% Group 0001657252 Becker Drapkin Partners SLV, Ltd. 500 CRESCENT COURT, SUITE 230 DALLAS TX 75201 0 0 0 1 Member of 13D 10% Group 0001349003 BC Advisors LLC 500 CRESCENT COURT, SUITE 230 DALLAS TX 75201 0 0 0 1 Member of 13D 10% Group Common Stock 2016-06-01 4 D 0 639167 D 0 I See footnotes Common Stock 2016-06-01 4 D 0 886752 D 0 I See footnotes Common Stock 2016-06-01 4 D 0 368646 D 0 I See footnotes Common Stock 2016-06-01 4 D 0 6054 D 0 D On June 1, 2016, Westport Innovations Inc. ("Westport") acquired Fuel Systems Solutions, Inc. (the "Company") pursuant to the Agreement and Plan of Merger by and among Westport, Whitehorse Merger Sub Inc. ("Merger Sub") and the Company, dated as of September 1, 2015, as amended by Amendment No. 1 thereto, dated as of March 6, 2016 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Westport. At the effective time of the Merger, each outstanding share of the Company's common stock was converted into the right to receive 2.4755 common shares of Westport based on the exchange ratio provided for in the Merger Agreement. Represented Common Stock of the Company directly held by Northern Right Capital (QP), L.P. ("Northern Right Capital QP"). Mr. Becker and Mr. Drapkin may have been deemed to beneficially own such Common Stock as each is a member of BC Advisors, LLC, which is the general partner of Northern Right Capital Management, L.P. ("Northern Right Capital Management") (of which each of Mr. Becker and Mr. Drapkin is a limited partner), and Northern Right Capital Management is the general partner of, and investment manager for, Northern Right Capital QP, and the investment manager of each of Becker Drapkin Partners SLV, Ltd. ("BD SLV") and a managed account on behalf of an investment advisory client of Northern Right Capital Management (the "Managed Account"). Mr. Becker disclaimed beneficial ownership in such Common Stock except to the extent of his pecuniary interest therein. Represented Common Stock of the Company directly held by BD SLV. Represented Common Stock of the Company directly held by the Managed Account. Represented Common Stock of the Company directly held by Steven Becker. NORTHERN RIGHT CAPITAL MANAGEMENT, L.P., By: BC Advisors, LLC, its general partner, By: /s/ Matthew A. Drapkin, Name: Matthew A. Drapkin, Title: Authorized Signatory, By: /s/ Steven R. Becker, Name: Steve R. Becker, Title: Authorized Signatory 2016-06-02 NORTHERN RIGHT CAPITAL (QP), L.P., By: Northern Right Capital Management, L.P., its general partner, By: BC Advisors, LLC, its general partner, By: /s/ Matthew A. Drapkin, Name: Matthew A. Drapkin, Title: Authorized Signatory 2016-06-02 BECKER DRAPKIN PARTNERS SLV, LTD., By: BC Advisors, LLC, its investment manager, By: /s/ Matthew A. Drapkin, Name: Matthew A. Drapkin, Title: Authorized Signatory, By: /s/ Steven R. Becker, Title: Authorized Signatory 2016-06-02 BC ADVISORS, LLC, By: /s/ Matthew A. Drapkin, Name: Matthew A. Drapkin, Title: Authorized Signatory, By: /s/ Steven R. Becker, Name: Steve R. Becker, Title: Authorized Signatory 2016-06-02 MATTHEW A. DRAPKIN, /s/ Matthew A. Drapkin 2016-06-02 STEVEN R. BECKER, /s/ Steven R. Becker 2016-06-02