0001193125-13-060201.txt : 20130214 0001193125-13-060201.hdr.sgml : 20130214 20130214161802 ACCESSION NUMBER: 0001193125-13-060201 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130214 DATE AS OF CHANGE: 20130214 GROUP MEMBERS: DOUGLAS FAMILY TRUST GROUP MEMBERS: JAMES DOUGLAS & JEAN DOUGLAS IRREVOCABLE DESCENDANTS TRUST GROUP MEMBERS: JAMES E. DOUGLAS, III GROUP MEMBERS: K&M DOUGLAS TRUST GROUP MEMBERS: MICHELLE DOUGLAS FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DOUGLAS KEVIN CENTRAL INDEX KEY: 0001132859 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 125 E. SIR FRANCIS DRAKE BLVD. STREET 2: SUITE 400 CITY: LARKSPUR STATE: CA ZIP: 94939 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 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82552 FILM NUMBER: 13614120 BUSINESS ADDRESS: STREET 1: 3030 SOUTH SUSAN STREET CITY: SANTA ANA STATE: CA ZIP: 92704 BUSINESS PHONE: 714-656-1300 MAIL ADDRESS: STREET 1: 3030 SOUTH SUSAN STREET CITY: SANTA ANA STATE: CA ZIP: 92704 SC 13G/A 1 d487251dsc13ga.htm SC 13G/A SC 13G/A

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

 

Fuel System Solutions, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

35952W103

(CUSIP Number of Class of Securities)

Ryan J. York

Davis Wright Tremaine

1201 Third Avenue, Suite 2200

Seattle, WA 98103

(206) 622-3150

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

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:

¨ Rule 13d-1(b)

x 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 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).

 

 

 

(Continued on following pages)

SCHEDULE 13G/A

 

CUSIP No. 35952W103    

 

  1   

Names of Reporting Persons

I.R.S. Identification Nos. of above persons (entities only)

 

Kevin Douglas

  2  

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

(a)  ¨        (b)  x

 

  3  

SEC Use Only

 

  4  

Citizenship or Place of Organization

 

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

Sole Voting Power

 

-0-

   6   

Shared Voting Power

 

1,885,429 (1)

   7   

Sole Dispositive Power

 

-0-

   8   

Shared Dispositive Power

 

2,571,684 (1)(2)

  9  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,571,684 (1)(2)

10  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  ¨

 

11  

Percent of Class Represented by Amount in Row (9)

 

12.8% (3)

12  

Type of Reporting Person

 

IN

 

(1) Kevin Douglas and his wife, Michelle Douglas, hold 1,016,671 shares jointly as the beneficiaries and co-trustees of the K&M Douglas Trust. In addition, Kevin Douglas and Michelle Douglas are co-trustees of the James Douglas and Jean Douglas Irrevocable Descendants’ Trust, which holds 868,758 shares.
(2) Kevin Douglas has dispositive power with respect to 254,167 shares held by James E. Douglas, III and 432,088 shares held by the Douglas Family Trust.
(3) Based on 20,023,509 shares of the Issuer’s common stock outstanding as of October 31, 2012 as reported on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 8, 2012.

SCHEDULE 13G/A

 

CUSIP No. 35952W103    

 

  1   

Names of Reporting Persons

I.R.S. Identification Nos. of above persons (entities only)

 

Michelle Douglas

  2  

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

(a)  ¨        (b)  x

 

  3  

SEC Use Only

 

  4  

Citizenship or Place of Organization

 

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

Sole Voting Power

 

-0-

   6   

Shared Voting Power

 

1,885,429 (1)

   7   

Sole Dispositive Power

 

-0-

   8   

Shared Dispositive Power

 

1,885,429 (1)

  9  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,885,429 (1)

10  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  ¨

 

11  

Percent of Class Represented by Amount in Row (9)

 

9.4% (2)

12  

Type of Reporting Person

 

IN

 

(1) Kevin Douglas and his wife, Michelle Douglas, hold 1,016,671 shares jointly as the beneficiaries and co-trustees of the K&M Douglas Trust. In addition, Kevin Douglas and Michelle Douglas are co-trustees of the James Douglas and Jean Douglas Irrevocable Descendants’ Trust, which holds 868,758 shares.
(2) Based on 20,023,509 shares of the Issuer’s common stock outstanding as of October 31, 2012 as reported on the Issuer’s Form 10-Q filed with the SEC on November 8, 2012.

SCHEDULE 13G/A

 

CUSIP No. 35952W103    

 

  1   

Names of Reporting Persons

I.R.S. Identification Nos. of above persons (entities only)

 

James E. Douglas, III

  2  

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

(a)  ¨        (b)  x

 

  3  

SEC Use Only

 

  4  

Citizenship or Place of Organization

 

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

Sole Voting Power

 

254,167

   6   

Shared Voting Power

 

-0-

   7   

Sole Dispositive Power

 

-0-

   8   

Shared Dispositive Power

 

254,167 (1)

  9  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

254,167 (1)

10  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  ¨

 

11  

Percent of Class Represented by Amount in Row (9)

 

1.3% (2)

12  

Type of Reporting Person

 

IN

 

(1) Kevin Douglas shares dispositive power with respect to 254,167 shares held by James E. Douglas, III.
(2) Based on 20,023,509 shares of the Issuer’s common stock outstanding as of October 31, 2012 as reported on the Issuer’s Form 10-Q filed with the SEC on November 8, 2012.

SCHEDULE 13G/A

 

CUSIP No. 35952W103    

 

  1   

Names of Reporting Persons

I.R.S. Identification Nos. of above persons (entities only)

 

K&M Douglas Trust (1)

  2  

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

(a)  ¨        (b)  x

 

  3  

SEC Use Only

 

  4  

Citizenship or Place of Organization

 

California

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

Sole Voting Power

 

-0-

   6   

Shared Voting Power

 

1,016,671 (2)

   7   

Sole Dispositive Power

 

-0-

   8   

Shared Dispositive Power

 

1,016,671 (2)

  9  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,016,671 (2)

10  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  ¨

 

11  

Percent of Class Represented by Amount in Row (9)

 

5.1% (3)

12  

Type of Reporting Person

 

OO

 

(1) Kevin Douglas and Michelle Douglas, husband and wife, are beneficiaries and co-trustees.
(2) Kevin Douglas and his wife, Michelle Douglas, hold 1,016,671 shares jointly as the beneficiaries of the K&M Douglas Trust.
(3) Based on 20,023,509 shares of the Issuer’s common stock outstanding as of October 31, 2012 as reported on the Issuer’s Form 10-Q filed with the SEC on November 8, 2012.

SCHEDULE 13G/A

 

CUSIP No. 35952W103    

 

  1   

Names of Reporting Persons

I.R.S. Identification Nos. of above persons (entities only)

 

Douglas Family Trust (1)

  2  

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

(a)  ¨        (b)  x

 

  3  

SEC Use Only

 

  4  

Citizenship or Place of Organization

 

California

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

Sole Voting Power

 

432,088

   6   

Shared Voting Power

 

-0-

   7   

Sole Dispositive Power

 

-0-

   8   

Shared Dispositive Power

 

432,088 (2)

  9  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

432,088 (2)

10  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  ¨

 

11  

Percent of Class Represented by Amount in Row (9)

 

2.2% (3)

12  

Type of Reporting Person

 

OO

 

(1) James E. Douglas, Jr. and Jean A. Douglas, husband and wife, are co-trustees.
(2) Kevin Douglas has dispositive power with respect to 432,088 shares held by the Douglas Family Trust.
(3) Based on 20,023,509 shares of the Issuer’s common stock outstanding as of October 31, 2012 as reported on the Issuer’s Form 10-Q filed with the SEC on November 8, 2012.

SCHEDULE 13G/A

 

CUSIP No. 35952W103    

 

  1   

Names of Reporting Persons

I.R.S. Identification Nos. of above persons (entities only)

 

James Douglas and Jean Douglas Irrevocable Descendants’ Trust (1)

  2  

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

(a)  ¨        (b)  x

 

  3  

SEC Use Only

 

  4  

Citizenship or Place of Organization

 

California

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

Sole Voting Power

 

868,758

   6   

Shared Voting Power

 

-0-

   7   

Sole Dispositive Power

 

868,758

   8   

Shared Dispositive Power

 

-0-

  9  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

868,758

10  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  ¨

 

11  

Percent of Class Represented by Amount in Row (9)

 

4.4% (2)

12  

Type of Reporting Person

 

OO

 

(1) Kevin Douglas and Michelle Douglas, husband and wife, are co-trustees.
(2) Based on 20,023,509 shares of the Issuer’s common stock outstanding as of October 31, 2012 as reported on the Issuer’s Form 10-Q filed with the SEC on November 8, 2012.

Item 1.

 

  (a) Name of Issuer: Fuel System Solutions, Inc.

 

  (b)

Address of Issuer’s Principal Executive Offices: 780 Third Avenue 25th Floor New York, NY 10017

Item 2.

 

(1) (a)

   NAME OF PERSONS FILING:
  Kevin Douglas
  Michelle Douglas
  James E. Douglas, III

(b)

   ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
  125 E. Sir Francis Drake Blvd., Ste 400
  Larkspur, CA 94939

(c)

   CITIZENSHIP:
  United States

(d)

   TITLE OF CLASS OF SECURITIES:
  Common Stock

(e)

   CUSIP NUMBER:
  35952W103

(2) (a)

   NAME OF PERSONS FILING:
  K&M Douglas Trust
  Douglas Family Trust
  James Douglas and Jean Douglas Irrevocable Descendants’ Trust

(b)

   ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
  125 E. Sir Francis Drake Blvd., Ste 400
  Larkspur, CA 94939

(c)

   CITIZENSHIP:
  California

(d)

   TITLE OF CLASS OF SECURITIES:
  Common Stock

(e)

   CUSIP NUMBER:
  35952W103

Item  3. If this statement is filed pursuant to Rule 13d-1(b) or 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)

    ¨    An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

    ¨    An employee benefit plan or endowment fund in accordance with §240.13d- 1(b)(1)(ii)(F);

(g)

    ¨    A parent holding company or control person in accordance with §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)

    ¨    Group, in accordance with §240.13d-1(b)(1)(ii)(J)

Not Applicable.

Item 4. Ownership

Reference is made as to each of the Reporting Persons hereunder to Rows 5-9 and 11 of each of the cover pages of this Schedule 13G/A and associated footnotes, which are incorporated by reference herein.

Each of the Reporting Persons hereunder may be deemed a member of a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 (the “Exchange Act”), or Rule 13d-5 promulgated under the Exchange Act with one or more of the other Reporting Persons hereunder. Although the Reporting Persons are reporting such securities as if they were members of a “group,” the filing of this Schedule 13G/A shall not be construed as an admission by any Reporting Person that such Reporting Person is a beneficial owner of any securities other than those directly held by such Reporting Person.

 

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:    ¨

 

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

See Item 4 of this Schedule 13G/A and the Joint Filing Agreement attached as Exhibit A.

 

Item 9. Notice of Dissolution of Group

Not applicable.

 

Item 10. Certification

By signing below I certify that, to the best of my 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.

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.

 

Date: February 14, 2013      

* Kevin Douglas

      KEVIN DOUGLAS
Date: February 14, 2013      

* Michelle Douglas

      MICHELLE DOUGLAS
Date: February 14, 2013      

* James E. Douglas, III

      JAMES E. DOUGLAS, III
      K&M DOUGLAS TRUST
Date: February 14, 2013      

* Kevin Douglas

      By:   Kevin Douglas
      Title:   Trustee
Date: February 14, 2013      

* Michelle Douglas

      By:   Michelle Douglas
      Title:   Trustee
      DOUGLAS FAMILY TRUST
Date: February 14, 2013      

* James E. Douglas, Jr.

      By:   James E. Douglas, Jr.
      Title:   Trustee
Date: February 14, 2013      

* Jean A. Douglas

      By:   Jean A. Douglas
      Title:   Trustee
      JAMES DOUGLAS AND JEAN DOUGLAS
      IRREVOCABLE DESCENDANTS’ TRUST
Date: February 14, 2013      

* Kevin Douglas

      By:   Kevin Douglas
      Title:   Trustee
Date: February 14, 2013      

* Michelle Douglas

      By:   Michelle Douglas
      Title:   Trustee

 

*By:  

/s/ Eileen Wheatman

 

Eileen Wheatman

  Attorney-in-fact

EXHIBIT A

JOINT FILING AGREEMENT

This Joint Filing Agreement (this “Agreement”) hereby confirms the agreement by and among all of the undersigned that the Schedule 13G/A to which this Agreement is attached as Exhibit A with respect to the beneficial ownership of the undersigned of shares Common Stock of Fuel Systems Solutions, Inc. is being filed on behalf of each of the undersigned. 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.

 

Date: February 14, 2013

      

* Kevin Douglas

     

KEVIN DOUGLAS

Date: February 14, 2013

      

* Michelle Douglas

     

MICHELLE DOUGLAS

Date: February 14, 2013

      

* James E. Douglas, III

     

JAMES E. DOUGLAS, III

     

K&M DOUGLAS TRUST

Date: February 14, 2013

      

* Kevin Douglas

     

By:

  

Kevin Douglas

     

Title:

  

Trustee

Date: February 14, 2013

      

* Michelle Douglas

     

By:

  

Michelle Douglas

     

Title:

  

Trustee

     

DOUGLAS FAMILY TRUST

Date: February 14, 2013

      

* James E. Douglas, Jr.

     

By:

  

James E. Douglas, Jr.

     

Title:

  

Trustee

Date: February 14, 2013

      

* Jean A. Douglas

     

By:

  

Jean A. Douglas

     

Title:

  

Trustee

      JAMES DOUGLAS AND JEAN DOUGLAS
      IRREVOCABLE DESCENDANTS’ TRUST

Date: February 14, 2013

      

* Kevin Douglas

     

By:

  

Kevin Douglas

     

Title:

  

Trustee

Date: February 14, 2013

      

* Michelle Douglas

     

By:

  

Michelle Douglas

     

Title:

  

Trustee

 

*By:

  

/s/ Eileen Wheatman

 

Eileen Wheatman

 

Attorney-in-fact