-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Qhv7BvsZu1QovEBilor3iYC+GYtp0SqN1wHi2qucgT1yptmGqjS+epk03RCRg/SU h4upeeJj7VlbzByzA65YrA== 0001104659-09-009057.txt : 20090213 0001104659-09-009057.hdr.sgml : 20090213 20090213073907 ACCESSION NUMBER: 0001104659-09-009057 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090213 DATE AS OF CHANGE: 20090213 GROUP MEMBERS: HEIGHTS CAPITAL MANAGEMENT, INC. 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: 0430 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78735 FILM NUMBER: 09598065 MAIL ADDRESS: STREET 1: 17872 CARTWRIGHT ROAD CITY: IRVINE STATE: CA ZIP: 92614 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CAPITAL VENTURES INTERNATIONAL /E9/ CENTRAL INDEX KEY: 0001011712 IRS NUMBER: 980158206 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE CAPITOL PLACE STREET 2: PO BOX 1787 GT CITY: GRAND CAYMAN STATE: E9 ZIP: BWI BUSINESS PHONE: 345-949-7500 MAIL ADDRESS: STREET 1: ONE CAPITAL PLACE STREET 2: PO BOX 1787 GT CITY: GRAND CAYMAN STATE: E9 ZIP: BWI SC 13G/A 1 a09-4836_10sc13ga.htm SC 13G/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)

 

Quantum Fuel Systems Technologies Worldwide, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

74765E109

(CUSIP Number)

December 31, 2008

(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)

x

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 purposes 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).

 



 

 

(1)

Names of Reporting Persons
Capital Ventures International

 

 

(2)

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

 

 

(a)

o

 

 

(b)

o

 

 

(3)

SEC Use Only

 

 

(4)

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

(5)

Sole Voting Power
0

 

(6)

Shared Voting Power **
10,402,002

 

(7)

Sole Dispositive Power
0

 

(8)

Shared Dispositive Power **
10,402,002

 

 

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
10,402,002

 

 

(10)

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

 

 

(11)

Percent of Class Represented by Amount in Row (9)
9.9%

 

 

(12)

Type of Reporting Person (See Instructions)
CO

 


** Heights Capital Management, Inc. is the investment manager to Capital Ventures International and as such may exercise voting and dispositive power over these shares.

 

2



 

 

(1)

Names of Reporting Persons
Heights Capital Management, Inc.

 

 

(2)

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

 

 

(a)

o

 

 

(b)

o

 

 

(3)

SEC Use Only

 

 

(4)

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

(5)

Sole Voting Power
0

 

(6)

Shared Voting Power **
10,402,002

 

(7)

Sole Dispositive Power
0

 

(8)

Shared Dispositive Power **
10,402,002

 

 

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
10,402,002

 

 

(10)

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

 

 

(11)

Percent of Class Represented by Amount in Row (9)
9.9%

 

 

(12)

Type of Reporting Person (See Instructions)
CO

 


** Heights Capital Management, Inc. is the investment manager to Capital Ventures International and as such may exercise voting and dispositive power over these shares.

 

3



Item 1.

 

(a)

Name of Issuer
Quantum Fuel Systems Technologies Worldwide, Inc., a Delaware corporation (the “Company”).

 

(b)

Address of Issuer’s Principal Executive Offices
17872 Cartwright Road, Irvine, California 92614

 

Item 2

 

 

 

(a).

Name of Person Filing
This statement is filed by the entities listed below, who are collectively referred to herein as “Reporting Persons,” with respect to the shares of Common Stock of the Company, $0.001 par value per share (the “Shares”).

 

(i)   Capital Ventures International

 

(ii)  Heights Capital Management, Inc.

 

(b).

Address of Principal Business Office or, if none, Residence
The address of the principal business office of Capital Ventures International is:

 

One Capital Place

P.O Box 1787 GT

Grand Cayman, Cayman Islands

British West Indies

 

The address of the principal business office of Heights Capital Management, Inc. is:

 

101 California Street, Suite 3250

San Francisco, California 94111

 

(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.

 

(d)

Title of Class of Securities
Common Stock, $0.001 par value per share

 

(e)

CUSIP Number
74765E109

 

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 association 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 Rule 13d-1(b)(1)(ii)(J).

 

4



 

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 Quarterly Report for the quarterly period ended October 31, 2008 indicates there were 96,155,157 Shares outstanding as of December 5, 2008.  In calculating the number and percentage of Shares held by the Reporting Persons, (i) we included warrants to purchase 7,968,996 Shares and (ii) we did not include warrants to purchase 5,531,004 Shares, which are not exercisable to the extent that the total number of Shares then beneficially owned by the Reporting Person and its Affiliates and any other Persons whose beneficial ownership of Shares would be aggregated with the Reporting Person for purposes of Section 13(d) of the Exchange Act, exceeds 9.99%.

 

Heights Capital Management, Inc., which serves as the investment manager to Capital Ventures International, may be deemed to be the beneficial owner of all Shares owned by Capital Ventures International. Each of the Reporting Persons hereby disclaims any beneficial ownership of any such Shares, except for their pecuniary interest therein.

 

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:   o

 

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

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group

Not Applicable

 

Item 9.

Notice of Dissolution of Group

Not applicable.

 

5



 

Item 10.

Certification

By signing below each of the undersigned certifies that, to the best of its 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.

 

Exhibits:

 

Exhibit I: Joint Filing Agreement, dated as of February 13, 2009, by and among Capital Ventures International and Heights Capital Management, Inc.

 

6



 

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 13, 2009

 

CAPITAL VENTURES INTERNATIONAL

 

HEIGHTS CAPITAL MANAGEMENT, INC.

 

 

 

By: Heights Capital Management, Inc.

 

By:

/s/ Todd Silverberg

pursuant to a Limited Power of Attorney

 

Name:

Todd Silverberg

 

 

Title

Secretary

By:

/s/ Todd Silverberg

 

 

Name:

Todd Silverberg

 

 

Title

Secretary

 

 

 

The Limited Power of Attorney executed by Capital Ventures International, authorizing Heights Capital Management, Inc. to sign and file this Schedule 13G on its behalf, which was filed with the Schedule 13G filed with the Securities and Exchange Commission on December 1, 2006 by Capital Ventures International and Heights Capital Management, Inc., is hereby incorporated by reference.

 

7



 

EXHIBIT I

 

JOINT FILING AGREEMENT

 

This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Shares is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

Dated as of February 13, 2009

 

CAPITAL VENTURES INTERNATIONAL

 

HEIGHTS CAPITAL MANAGEMENT, INC.

 

 

 

 

By: Heights Capital Management, Inc.

 

By:

/s/ Todd Silverberg

pursuant to a Limited Power of Attorney

 

Name:

Todd Silverberg

 

 

 

Title

Secretary

By:

/s/ Todd Silverberg

 

 

Name:

Todd Silverberg

 

 

Title

Secretary

 

 

 

8


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