0001393825-12-000013.txt : 20120326
0001393825-12-000013.hdr.sgml : 20120326
20120326113959
ACCESSION NUMBER: 0001393825-12-000013
CONFORMED SUBMISSION TYPE: SC 13G
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20120326
DATE AS OF CHANGE: 20120326
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
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-78735
FILM NUMBER: 12713789
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
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
1
QTWW_SC13G.txt
QUANTUM FUEL SYSTEMS WORLDWIDE SC13G
1
QTWW_sc13g.txt
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
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)
March 16, 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 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 10 Pages
CUSIP No. 74765E208 13G Page 2 of 10 Pages
-----------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
Hudson Bay Master Fund Ltd.
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
--------------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES -----------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
1,848,290 shares of Common Stock
Warrants to purchase up to 6,949,679 shares of Common Stock (see Item 4)*
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER
1,848,290 shares of Common Stock
Warrants to purchase up to 6,949,679 shares of Common Stock (see Item 4)*
-----------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,848,290 shares of Common Stock
Warrants to purchase up to 6,949,679 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)
9.99% (see Item 4)*
-----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON
CO
-----------------------------------------------------------------------------
* As more fully described in Item 4, these reported securities are subject to
a 9.99% blocker 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 Page 3 of 10 Pages
-----------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
Hudson Bay Capital Management, L.P.
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
-----------------------------------------------------------------------------
(3) SEC USE ONLY
-----------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF (5) SOLE VOTING POWER
0
SHARES --------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
1,848,290 shares of Common Stock
Warrants to purchase up to 6,949,679 shares of Common Stock (see Item 4)*
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER
1,848,290 shares of Common Stock
Warrants to purchase up to 6,949,679 shares of Common Stock (see Item 4)*
-----------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,848,290 shares of Common Stock
Warrants to purchase up to 6,949,679 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)
9.99% (see Item 4)*
-----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON
PN
-----------------------------------------------------------------------------
* As more fully described in Item 4, these reported securities are subject to
a 9.99% blocker 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 Page 4 of 10 Pages
-----------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
Sander Gerber
-----------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
-----------------------------------------------------------------------------
(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
1,848,290 shares of Common Stock
Warrants to purchase up to 6,949,679 shares of Common Stock (see Item 4)*
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
0
REPORTING --------------------------------------------------------------
PERSON WITH: (8) SHARED DISPOSITIVE POWER
1,848,290 shares of Common Stock
Warrants to purchase up to 6,949,679 shares of Common Stock (see Item 4)*
-----------------------------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,848,290 shares of Common Stock
Warrants to purchase up to 6,949,679 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)
9.99% (See Item 4)*
-----------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON
IN
-----------------------------------------------------------------------------
* As more fully described in Item 4, these reported securities are subject to
a 9.99% blocker 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 Page 5 of 10 Pages
-----------------------------------------------------------------------------
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 Hudson Bay Master Fund Ltd., 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
The address of the principal business office of Hudson Bay Master Fund
Ltd. is:
Walkers SPV Limited, Walker House
PO Box 908GT, Mary Street
Georgetown, Grand Cayman
Cayman Islands
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 Page 6 of 10 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) [ ] 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) [ ] 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 March 16, 2012, indicates
that the total number of outstanding shares of Common Stock upon completion
of the offering made pursuant to such Prospectus is 45,403,619. The percentages
set forth on Row (ll) 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 9.99% Blocker
(as defined below).
CUSIP No. 74765E208 13G Page 7 of 10 Pages
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Pursuant to the terms of the Reported Warrants, the Reporting Persons
cannot exercise any of the Reported Warrants until such time as the Reporting
Persons would not beneficially own, after any such exercise, more than 9.99%
of the outstanding shares of Common Stock (the '9.99% Blocker') and the
percentage set forth in Row (11) of the cover page for each Reporting Person
gives effect to the 9.99% Blocker. Consequently, at this time, the Reporting
Persons are not able to exercise all of the Reported Warrants due to the
9.99% Blocker.
In addition to the reported shares of Common Stock and the Reported
Warrants, Hudson Bay Master Fund Ltd. holds two series of Warrants to
purchase an aggregate of up to 238,205 shares of Common Stock. However,
pursuant to the terms of these Warrants, Hudson Bay Master Fund Ltd. cannot
exercise any of these Warrants unless the Reporting Persons would not
beneficially own, immediately after any such exercise, more than 4.99% of
the outstanding shares of Common Stock (the '4.99% Blocker'). As of the
date hereof, because of the 4.99% Blocker, the Reporting Persons do not
beneficially own any shares of Common Stock underlying these Warrants.
The Investment Manager, which serves as the investment manager to Hudson
Bay Master Fund Ltd., may be deemed to be the beneficial owner of all shares of
Common Stock held by Hudson Bay Master Fund Ltd.. Mr. Gerber serves as the
managing member of Hudson Bay Capital GP LLC, which is the general partner of
the Investment Manager. Each of Hudson Bay Master Fund Ltd. and Mr. Gerber
disclaims beneficial ownership of these securities. Hudson Bay Master Fund Ltd.
is named as Reporting Person herein solely to report the securities held in
its name.
Item 5. Ownership of Five Percent or Less of a Class
Not applicable.
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.
CUSIP No. 74765E208 13G Page 8 of 10 Pages
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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 March 26, 2012, by and among
Hudson Bay Master Fund, Ltd., Hudson Bay Capital Management, L.P.,
and Sander Gerber.
CUSIP No. 74765E208 13G Page 9 of 10 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: March 26, 2012
HUDSON BAY CAPITAL MANAGEMENT, L.P.
By: /s/ Sander Gerber
Name: Sander Gerber
Title: Authorized Signatory
HUDSON BAY MASTER FUND LTD
By: Hudson Bay Capital Management, L.P.
Investment Manager
By: /s/ SANDER GERBER
Name: Sander Gerber
Title: Authorized Signatory
/s/ Sander Gerber
SANDER GERBER
CUSIP No. 74765E208 13G Page 10 of 10 Pages
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 Common Stock, par value $0.02 per share of Quantum Fuel Systems
Worldwide, Inc. 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 March 26, 2012
HUDSON BAY CAPITAL MANAGEMENT, L.P.
By: /s/ Sander Gerber
Name: Sander Gerber
Title: Authorized Signatory
HUDSON BAY MASTER FUND LTD
By: Hudson Bay Capital Management, L.P.
Investment Manager
By: /s/ SANDER GERBER
Name: Sander Gerber
Title: Authorized Signatory
/s/ Sander Gerber
SANDER GERBER
DOC ID-18356437.2