Form 8-K Fuel Systems Solutions, For: Apr 30

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May 5, 2016 4:43 PM EDT
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549
 
FORM 8-K
 
CURRENT REPORT
 
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (date of earliest event reported):  April 30, 2016
 
   
FUEL SYSTEMS SOLUTIONS, INC.
    
 
(Exact name of registrant as specified in its charter)
 
Delaware
  
001-32999
  
20-3960974
(State or other
jurisdiction of
incorporation)
  
(Commission File Number)
  
(IRS Employer
Identification No.)
         
         
     780 Third Avenue, 25th Floor, New York, NY
   (Address of principal executive offices)
  
10017
(Zip Code)
         
   
Registrant's telephone number, including area code: (646) 502-7170
    
         
   
______________________________________
(Former name or former address, if changed since last report)
    

 
 
     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
     o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
     o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
     o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 30, 2016, Mariano Costamagna entered into a second amendment (the “Second Amendment”) to the Retirement Agreement, dated April 24, 2015, with Fuel Systems Solutions, Inc. (the “Company”) and its wholly-owned subsidiary, MTM S.r.L. (“MTM”), as amended by that Amendment to Retirement Agreement, dated December 16, 2015 (as amended, the “Retirement Agreement”).  Mr. Costamagna agreed to continue serving as the Chief Executive Officer of the Company and to maintain executive authority with regard to MTM beyond the previously agreed extension of his retirement date of April 30, 2016.  The Second Amendment provides for Mr. Costamagna to continue to serve in such capacities until the earlier of (i) the closing date of the merger agreement with Westport Innovations Inc., and (ii) June 30, 2016.  All other terms of the Retirement Agreement and the Restricted Stock Unit Agreement entered into as of April 24, 2015 between the Company and Mr. Costamagna remain unchanged and are in full force and effect.

The description of the Second Amendment set forth above is not complete and is qualified in its entirety by reference to the Second Amendment to Retirement Agreement, dated  April 30, 2016, among Mr. Costamagna, the Company and MTM, a copy of which is attached in its entirety as Exhibit 10.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1
Second Amendment to Retirement Agreement, dated April 30, 2016, between Mariano Costamagna, Fuel Systems Solutions, Inc. and MTM S.r.L.
   
10.2
Amendment to Retirement Agreement, dated  December 16, 2015, between Mariano Costamagna, Fuel Systems Solutions, Inc. and MTM S.r.L. (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on December 18, 2015)

10.3
Retirement Agreement, dated April 24, 2015, between Mariano Costamagna, Fuel Systems Solutions, Inc. and MTM S.r.L. (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on April 28, 2015).

10.4
Restricted Stock Unit Agreement under 2009 Restricted Stock Plan between Fuel Systems Solutions, Inc. and Mariano Costamagna (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed on August 10, 2015).
 
 
 
 
 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
FUEL SYSTEMS SOLUTIONS, INC.
   
   
Dated: May 5, 2016
By:       
/s/ Pietro Bersani
   
Pietro Bersani
Chief Financial Officer

 
 
Exhibit 10.1
 
Fuel Systems Solutions, Inc.
780 Third Avenue, 25th Floor
New York, New York 10017
April 30, 2016
 
Re:           Second Amendment to Retirement Agreement
 
Dear Mr. Costamagna:
 
Reference is made to the Retirement Agreement entered into among Fuel Systems Solutions, Inc., a Delaware corporation (the “Company”), MTM S.r.L. (“MTM”, a subsidiary of the Company), and Mariano Costamagna, a resident of the Republic of Italy (“Mr. Costamagna”), as of April 24, 2015, as amended by the Amendment to Retirement Agreement, dated December 16, 2015 (as amended, the “Retirement Agreement”).
 
In accordance with the terms of the Retirement Agreement, and in connection with the transactions contemplated by the Agreement and Plan of Merger, dated as of September 1, 2015, by and among Westport Innovations Inc., Whitehorse Merger Sub Inc. and the Company, as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated March 6, 2016 (as amended, the “Merger Agreement”), the Retirement Date is hereby amended to be the earlier of (i) the Closing Date (as defined in the Merger Agreement), and (ii) June 30, 2016.  Except as amended hereby, all other terms of the Retirement Agreement and the Restricted Stock Unit Agreement entered into as of April 24, 2015 between the Company and Mr. Costamagna remain unchanged and are in full force and effect.
 
This Amendment to the Retirement Agreement has been duly executed by authorized representatives of the Company and MTM, and by Mr. Costamagna.
 
ACKNOWLEDGED:
 
By: /s/ Andrea Alghisi____________________
Name: Andrea Alghisi
Title: Chief Operating Officer, Fuel Systems Solutions, Inc.
FUEL SYSTEMS SOLUTIONS, INC.
 
By: /s/ Colin S. Johnston___________________
Name:  Colin S. Johnston
Title: Director, Fuel Systems Solutions, Inc.
   
ACKNOWLEDGED:
 
By: /s/ Andrea Alghisi____________________
Name: Andrea Alghisi
Title: Chief Operating Officer, Fuel Systems Solutions, Inc.
MTM S.R.L.
 
By: /s/ Colin S. Johnston___________________
Name:  Colin S. Johnston
Title: Director, MTM S.R.L.
   
ACKNOWLEDGED:
 
By: /s/ Colin S. Johnston___________________
Name:  Colin S. Johnston
Title: Director, Fuel Systems Solutions, Inc.
 
MARIANO COSTAMAGNA
/s/ Mariano Costamagna_____________________
Mariano Costamagna (Signature)

 
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