FSYS / Fuel Systems Solutions, Inc. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

Fuel Systems Solutions 15-12B

15-12B 1 d211274d1512b.htm 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-32999 FUEL SYSTEMS SOLUTIONS, INC. (E

FSYS / Fuel Systems Solutions, Inc. / DOUGLAS KEVIN - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) Fuel Systems Solutions, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 35952W103 (CUSIP Number) Ryan J. York Davis Wright Tremaine LLP 1201 Third Avenue, Suite 2200 Seattle, WA 98101 (206) 622-3150 (Name, Address and Telephone

FUEL SYSTEMS SOLUTIONS, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AMENDED AND RESTATED BYLAWS ARTICLE I

EX-3.2 Exhibit 3.2 FUEL SYSTEMS SOLUTIONS, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AMENDED AND RESTATED BYLAWS ARTICLE I OFFICES. The registered office of Fuel Systems Solutions, Inc. (the ?Corporation?) shall be located in the state of Delaware and shall be at such address as shall be set forth in the Certificate of Incorporation. The registered agent of the Corporation at such

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

Form 8-K 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): June 1, 2016 FUEL SYSTEMS SOLUTIONS, INC.

SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION FUEL SYSTEMS SOLUTIONS, INC. * * * * * * * * ARTICLE I.

EX-3.1 Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FUEL SYSTEMS SOLUTIONS, INC. * * * * * * * * ARTICLE I. The name of the corporation (the ?Corporation?) is: Fuel Systems Solutions, Inc. ARTICLE II. The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, in the county

Current Report

Form 8-K 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): May 31, 2016 FUEL SYSTEMS SOLUTIONS, INC.

Fuel Systems Stockholders Approve Merger with Westport

EX-99.1 Exhibit 99.1 Fuel Systems Solutions FOR IMMEDIATE RELEASE Fuel Systems Stockholders Approve Merger with Westport NEW YORK, May 31, 2016 ? Fuel Systems Solutions, Inc. (?Fuel Systems? or ?the Company?) (Nasdaq: FSYS) today announced that at the Company?s special meeting of stockholders held earlier today, Fuel Systems stockholders voted to approve the Company?s proposed merger with Westport

FSYS / Fuel Systems Solutions, Inc. / Costamagna Pier Antonio - SC 13D AMENDMENT NO. 6 Activist Investment

SC 13D Amendment No. 6 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 6)* Fuel Systems Solutions, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 35952W103

Fuel Systems Solutions Co-Founder Summarizes Significant Concerns Regarding Flawed Westport Transaction Beneficial Owner of Approximately 8.7% of Outstanding Fuel Systems Shares Will Vote AGAINST the Amended Merger Agreement

EX-99.8 Exhibit 99.8 Fuel Systems Solutions Co-Founder Summarizes Significant Concerns Regarding Flawed Westport Transaction Beneficial Owner of Approximately 8.7% of Outstanding Fuel Systems Shares Will Vote AGAINST the Amended Merger Agreement May 27, 2016 08:30 AM Eastern Daylight Time CHERASCO, Italy—(BUSINESS WIRE)—Pier Antonio Costamagna, a co-founder of Fuel Systems Solutions, Inc. (“FSS”)

Fuel Systems Solutions, Inc. Conflict Minerals Report For The Year Ended December 31, 2015

ex101.htm Exhibit 1.01 Fuel Systems Solutions, Inc. Conflict Minerals Report For The Year Ended December 31, 2015 1. Overview This report has been prepared by Fuel Systems Solutions, Inc. (herein referred to as ?Fuel Systems? or the ?Company,? ?we,? ?us,? or ?our?) pursuant to Rule 13p-1 (the ?Rule?) promulgated under the Securities Exchange Act of 1934, as amended. Products We design, manufacture

Fuel Systems Solutions FOR THE REPORTING PERIOD FROM JANUARY 1 TO DECEMBER 31, 2015

d52516fsd.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT FUEL SYSTEMS SOLUTIONS, INC. (Exact name of the registrant as specified in its charter) Delaware 001-32999 20-3960974 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 780 Third Avenue, 25th Floor, New Yo

Fuel Systems Announces Exchange Ratio for Merger with Westport Fuel Systems Stockholders Will Receive 2.4755 Common Shares of Westport per Fuel Systems Common Share upon Completion of the Merger Fuel Systems Board of Directors Recommends that Fuel Sy

EX-99.1 Exhibit 99.1 Fuel Systems Solutions FOR IMMEDIATE RELEASE Fuel Systems Announces Exchange Ratio for Merger with Westport Fuel Systems Stockholders Will Receive 2.4755 Common Shares of Westport per Fuel Systems Common Share upon Completion of the Merger Fuel Systems Board of Directors Recommends that Fuel Systems Stockholders Vote ?FOR? the Merger with Westport at the Special Meeting Schedu

Financial Statements and Exhibits, Other Events

Form 8-K 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): May 25, 2016 FUEL SYSTEMS SOLUTIONS, INC.

Fuel Systems Solutions FORM 8-K (Prospectus)

Form 8-K 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): May 25, 2016 FUEL SYSTEMS SOLUTIONS, INC.

Fuel Systems Announces Exchange Ratio for Merger with Westport Fuel Systems Stockholders Will Receive 2.4755 Common Shares of Westport per Fuel Systems Common Share upon Completion of the Merger Fuel Systems Board of Directors Recommends that Fuel Sy

EX-99.1 2 d197343dex991.htm EX-99.1 Exhibit 99.1 Fuel Systems Solutions FOR IMMEDIATE RELEASE Fuel Systems Announces Exchange Ratio for Merger with Westport Fuel Systems Stockholders Will Receive 2.4755 Common Shares of Westport per Fuel Systems Common Share upon Completion of the Merger Fuel Systems Board of Directors Recommends that Fuel Systems Stockholders Vote “FOR” the Merger with Westport a

Fuel Systems’ Co-Founder Responds to ISS Recommendation to Fuel Systems Solutions, Inc. Stockholders Beneficial Owner of Approximately 8.7% of Outstanding FSS Shares Reiterates his Intent to Vote AGAINST the Amended Merger Agreement

EX-99.7 Exhibit 99.7 Fuel Systems’ Co-Founder Responds to ISS Recommendation to Fuel Systems Solutions, Inc. Stockholders Beneficial Owner of Approximately 8.7% of Outstanding FSS Shares Reiterates his Intent to Vote AGAINST the Amended Merger Agreement CHERASCO, Italy—(BUSINESS WIRE)—Pier Antonio Costamagna, a co-founder of Fuel Systems Solutions, Inc. (“FSS”) (NASDAQ: FSYS) today reiterated his

FSYS / Fuel Systems Solutions, Inc. / Costamagna Pier Antonio - SC 13D/A Activist Investment

SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 5)* Fuel Systems Solutions, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 35952W103 (CUSIP Number)

Leading Proxy Advisory Firms Recommend Fuel Systems Stockholders Vote “FOR” the Proposed Merger with Westport ISS and Glass Lewis Recommend Voting “FOR” the Merger with Westport

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Leading Proxy Advisory Firms Recommend Fuel Systems Stockholders Vote ?FOR? the Proposed Merger with Westport ISS and Glass Lewis Recommend Voting ?FOR? the Merger with Westport NEW YORK, May 23, 2016 ? Fuel Systems Solutions, Inc. (?Fuel Systems?) (Nasdaq: FSYS) today announced that Institutional Shareholder Services Inc. (?ISS?), a leading independent p

Financial Statements and Exhibits, Other Events

Form 8-K 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): May 23, 2016 FUEL SYSTEMS SOLUTIONS, INC.

Fuel Systems Solutions FORM 8-K (Prospectus)

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): May 23, 2016 FUEL SYSTEMS SOLUTIONS, INC.

Leading Proxy Advisory Firms Recommend Fuel Systems Stockholders Vote “FOR” the Proposed Merger with Westport ISS and Glass Lewis Recommend Voting “FOR” the Merger with Westport

EX-99.1 2 d197734dex991.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Leading Proxy Advisory Firms Recommend Fuel Systems Stockholders Vote “FOR” the Proposed Merger with Westport ISS and Glass Lewis Recommend Voting “FOR” the Merger with Westport NEW YORK, May 23, 2016 — Fuel Systems Solutions, Inc. (“Fuel Systems”) (Nasdaq: FSYS) today announced that Institutional Shareholder Services Inc. (“IS

Fuel Systems Solutions 425 (Prospectus)

425 Filed by Westport Innovations Inc. (Commission File No. 001-34152) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Fuel Systems Solutions, Inc. (Commission File No. 001-32999) Proxy Advisory Firms Have Reaffirmed Recommendation that Fuel Systems Shareholders Vote FOR the Proposed Merger ~M

Fuel Systems Solutions Co-Founder Comments on Continued Significant Concerns Following Westport’s Dismal First Quarter Financial Results

EX-99.6 Exhibit 99.6 Fuel Systems Solutions Co-Founder Comments on Continued Significant Concerns Following Westport’s Dismal First Quarter Financial Results Beneficial Owner of Approximately 8.7% of Outstanding Fuel Systems Shares Will Vote AGAINST the Amended Merger Agreement Westport Continues to Suffer from Deteriorating Financial Performance with its Share Price Down 44% since the Merger was

FSYS / Fuel Systems Solutions, Inc. / Costamagna Pier Antonio - SC 13D/A Activist Investment

SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 4)* Fuel Systems Solutions, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 35952W103 (CUSIP Number)

Fuel Systems Solutions 425 (Prospectus)

Filed by Westport Innovations Inc. (Commission File No. 001-34152) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Fuel Systems Solutions, Inc. (Commission File No. 001-32999) Westport Reports First Quarter 2016 Financial Results ~Positive Adjusted EBITDA in Q1 2016 for Westport Operations; Fu

Fuel Systems Solutions Co-Founder Submits Assessment of Flawed Westport Transaction to Proxy Advisory Firms

EX-99.5 Exhibit 99.5 Fuel Systems Solutions Co-Founder Submits Assessment of Flawed Westport Transaction to Proxy Advisory Firms Demonstrates the Amended Merger Agreement Does Not Deliver a Merger Premium, Is Not Reflective of Fuel Systems’ Massive Contribution to the Combined Company and is Below Fuel Systems’ Standalone Value Fuel Systems’ Split Board Vote and Extraordinary Director Actions Demo

FSYS / Fuel Systems Solutions, Inc. / Costamagna Pier Antonio - SC 13D/A Activist Investment

SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 3)* Fuel Systems Solutions, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 35952W103 (CUSIP Number)

Fuel Systems Solutions 10-Q (Quarterly Report)

fsys-10q20160331.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-32999 FUE

Fuel Systems Solutions Reports First Quarter 2016 Results Merger with Westport Innovations Anticipated to Close within Days of May 31 Special Meeting of Stockholders

EX-99.1 2 fsys-ex9916.htm EX-99.1 Exhibit 99.1 Fuel Systems Solutions Reports First Quarter 2016 Results Merger with Westport Innovations Anticipated to Close within Days of May 31 Special Meeting of Stockholders NEW YORK, May 9, 2016 - Fuel Systems Solutions, Inc. (Nasdaq: FSYS) reported results for its first quarter ended March 31, 2016. Highlights · Revenue of $56.1 million compared to $63.3 mi

Results of Operations and Financial Condition

fsys-8k20160509.htm 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): May 9, 2016 FUEL SYSTEMS SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32999 20-3960974 (State or other jurisdiction of incorpo

Summary Offer not reflective of FSYS Value At current implied offer price, Fuel Systems shareholders are not receiving reasonable merger premium FSYS will in the near and medium term continue to be a significant contributor to the combined company bu

EX-99.4 Fuel Systems Solutions, Ins. (Nasdaq: FSYS) Investor Presentation – Pier Antonio Costamagna May 9, 2016 Pier Antonio Costamagna intends to vote AGAINST Fuel Systems Solutions merger with Westport Innovations Inc. Exhibit 99.4 Summary Offer not reflective of FSYS Value At current implied offer price, Fuel Systems shareholders are not receiving reasonable merger premium FSYS will in the near

FSYS / Fuel Systems Solutions, Inc. / Costamagna Pier Antonio - SC 13D/A Activist Investment

SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 2)* Fuel Systems Solutions, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 35952W103 (CUSIP Number)

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 j521618k.htm 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 incor

Fuel Systems Solutions, Inc. 780 Third Avenue, 25th Floor New York, New York 10017

EX-10.1 2 ex101.htm EXHIBIT 10.1 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 Ma

Fuel Systems Board of Directors Recommends that Stockholders Vote “FOR” the Merger with Westport Files Revised Definitive Proxy Statement/Prospectus Reviews Compelling Strategic and Financial Benefits Created by Fuel Systems/Westport Combination Sche

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Fuel Systems Board of Directors Recommends that Stockholders Vote ?FOR? the Merger with Westport Files Revised Definitive Proxy Statement/Prospectus Reviews Compelling Strategic and Financial Benefits Created by Fuel Systems/Westport Combination Schedules May 31, 2016 Special Meeting of Stockholders to Vote on Merger with Westport NEW YORK, May 2, 2016 ?

Financial Statements and Exhibits, Other Events

Form 8-K 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): May 2, 2016 FUEL SYSTEMS SOLUTIONS, INC.

Fuel Systems Solutions FORM 8-K (Prospectus)

Form 8-K 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): May 2, 2016 FUEL SYSTEMS SOLUTIONS, INC.

Fuel Systems Board of Directors Recommends that Stockholders Vote “FOR” the Merger with Westport Files Revised Definitive Proxy Statement/Prospectus Reviews Compelling Strategic and Financial Benefits Created by Fuel Systems/Westport Combination Sche

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Fuel Systems Board of Directors Recommends that Stockholders Vote ?FOR? the Merger with Westport Files Revised Definitive Proxy Statement/Prospectus Reviews Compelling Strategic and Financial Benefits Created by Fuel Systems/Westport Combination Schedules May 31, 2016 Special Meeting of Stockholders to Vote on Merger with Westport NEW YORK, May 2, 2016 ?

Fuel Systems Solutions 425 (Prospectus)

Filed by Westport Innovations Inc. (Commission File No. 001-34152) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Fuel Systems Solutions, Inc. (Commission File No. 001-32999) Fuel Systems Stockholder Meeting Scheduled For Tuesday, May 31 ~ Fuel Systems’ Board of Directors recommends Fuel Syst

Fuel Systems Solutions DEFR14A

DEFR14A Table of Contents United States Securities and Exchange Commission Washington, D.

Westport Innovations 425 (Prospectus)

425 Filed by Westport Innovations Inc. (Commission File No. 001-34152) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Fuel Systems Solutions, Inc. (Commission File No. 001-32999) Westport Closes Second Tranche of Cartesian Investment ~Cartesian Capital Group purchases Westport Hong Kong econo

Fuel Systems Solutions Co-Founder Calls on Board to Provide an Update on the Status of the Westport Transaction

EX-99.3 Exhibit 99.3 Fuel Systems Solutions Co-Founder Calls on Board to Provide an Update on the Status of the Westport Transaction Calls on the Board of Directors to Provide an Update on the Status of the Transaction and of the Special Meeting of Stockholders Adjourned in March Beneficial Owner of Approximately 8.7% of Outstanding FSS Shares Sends Letter to FSS Board of Directors Restates Concer

FSYS / Fuel Systems Solutions, Inc. / Costamagna Pier Antonio - SC 13D/A Activist Investment

SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 1)* Fuel Systems Solutions, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 35952W103 (CUSIP Number)

Fuel Systems Solutions Co-Founder Intends to Vote AGAINST Proposed Merger with Westport

EX-99.1 Exhibit 99.1 Fuel Systems Solutions Co-Founder Intends to Vote AGAINST Proposed Merger with Westport Beneficial Owner of Approximately 8.8% of Outstanding FSS Shares Sends Letter to FSS Board of Directors Believes Cartesian Agreement Represented a Clear Breach of the Terms of the Merger Agreement Cartesian Agreement Materially and Irrevocably Changes Future of Westport CHERASCO, Italy – Ma

JOINT FILING AGREEMENT

EX-99.2 Exhibit 99.2 JOINT FILING AGREEMENT WHEREAS, the statement or amended statement on Schedule 13D to which this agreement is an exhibit (the “Joint Statement”) is being filed on behalf of the undersigned persons (collectively the “Filing Persons”); and WHEREAS, the Filing Persons prefer to file the Joint Statement on behalf of all of Filing Persons rather than individual statements on Schedu

FSYS / Fuel Systems Solutions, Inc. / Costamagna Pier Antonio - SC 13D Activist Investment

SC 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Fuel Systems Solutions, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 35952W103 (CUSIP Number) Pier Antonio Costamagna Via Ospedale, 35 12062 Cherasco CN ITALY +393356501316 or +393356185546 (Name, Address and Telephone Number of Person Authorized to Receive N

FSYS / Fuel Systems Solutions, Inc. / COSTAMAGNA MARIANO - AMENDMENT NO. 4 Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* Fuel Systems Solutions, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 35952W103 (CUSIP Number) Avv. Marco Di Toro Corso Stati Uniti 62, 10128, Torino, Italy (011) 39 011 517 6666 (Name, Address and Telephone Number of Person Authorized to Receive

TERMINATION AGREEMENT

EX-2 2 exhibit992.htm EXHIBIT 99.2 Exhibit 99.2 TERMINATION AGREEMENT This Termination Agreement (this “Agreement”) is made and entered into as of April 1, 2016, by and among Mariano Costamagna, Bruna Giachino, Pier Antonio Costamagna and Carla Borgogno (collectively, the “Reporting Persons”). Reference is hereby made to the Statement of Beneficial Ownership on Schedule 13D filed with the Securiti

Fuel Systems Solutions 425 (Prospectus)

425 Filed by Westport Innovations Inc. (Commission File No. 001-34152) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Fuel Systems Solutions, Inc. (Commission File No. 001-32999) WESTPORT REPORTS FOURTH QUARTER AND FISCAL 2015 FINANCIAL RESULTS ~Westport Consolidated Adjusted EBITDA improved

Fuel Systems Solutions 425 (Prospectus)

425 Filed by Westport Innovations Inc. (Commission File No. 001-34152) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Fuel Systems Solutions, Inc. (Commission File No. 001-32999) Westport Shareholders Vote For Merger with Fuel Systems at Shareholder Meeting ~Merger plus all other resolutions

FSYS / Fuel Systems Solutions, Inc. / DOUGLAS KEVIN - SCHEDULE 13D (AMENDMENT NO. 1 ) Activist Investment

SCHEDULE 13D (Amendment No. 1 ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1 ) Fuel Systems Solutions, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 35952W103 (CUSIP Number) Ryan J. York Davis Wright Tremaine LLP 1201 Third Avenue, Suite 2200 Seattle, WA 98101 (206) 622-3150 (Name

Westport Innovations Inc. Suite 101, 1750 West 75th Avenue Vancouver, British Columbia Canada V6P 6G2

Exhibit 7.4 Exhibit 7.4 Westport Innovations Inc. Suite 101, 1750 West 75th Avenue Vancouver, British Columbia Canada V6P 6G2 March 17, 2016 James E. Douglas, III K&M Douglas Trust James Douglas And Jean Douglas Irrevocable Descendants’ Trust Douglas Family Trust c/o Douglas Telecommunications 125 East Sir Francis Drake Blvd. Larkspur, CA 94939-1819 Attn: Tim McGraw Reference is made to (i) that c

Fuel Systems Solutions 425 (Prospectus)

Filed by Westport Innovations Inc. (Commission File No. 001-34152) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Fuel Systems Solutions, Inc. (Commission File No. 001-32999) Westport Appoints New Director to Board ~ Rodney Nunn to join Westport’s Board of Directors ~ March 17, 2016 VANCOUVER

Fuel Systems Solutions 10-K (Annual Report)

fsys-10k20151231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No.: 001-32999 FUEL SYSTEMS SOLUTIONS, INC. (

Results of Operations and Financial Condition

g3141608k.htm 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): March 14, 2016 FUEL SYSTEMS SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32999 20-3960974 (State or other jurisdiction of incorporat

Fuel Systems Solutions Reports Fourth Quarter and Year End 2015 Results Merger with Westport Innovations Anticipated to Close Within the Next Few Weeks

ex991.htm Exhibit 99.1 Fuel Systems Solutions Reports Fourth Quarter and Year End 2015 Results Merger with Westport Innovations Anticipated to Close Within the Next Few Weeks NEW YORK, March 14, 2016 - Fuel Systems Solutions, Inc. (Nasdaq: FSYS) reported results for its quarter and year ended December 31, 2015. Highlights ? Revenue of $67.3 million compared to $85.4 million for Q4 2014; revenue do

Consent of Independent Registered Public Accounting Firm

Exhibit 23.1 Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-102069, 333-118689, 333-139876, 333-161715 and 333-181765) of Fuel Systems Solutions, Inc. of our report dated March 14, 2016 relating to the consolidated financial statements, financial statement schedule and the effectivene

/s/ PIETRO BERSANI

EXHIBIT 31.2 CERTIFICATION I, Pietro Bersani, certify that: I have reviewed this annual report on Form 10-K of Fuel Systems Solutions, Inc. (“Fuel Systems”). Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misle

CERTIFICATION PURSUANT TO 18 U.S.C. § 1350 (ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)

EXHIBIT 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. § 1350 (ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002) In connection with the annual report of Fuel Systems Solutions, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2015, as filed with the Securities and Exchange Commission (the “Report”), I, Mariano Costamagna, Chief Executive Officer of the Company, hereby c

/s/ MARIANO COSTAMAGNA

EXHIBIT 31.1 CERTIFICATION I, Mariano Costamagna, certify that: I have reviewed this annual report on Form 10-K of Fuel Systems Solutions, Inc. (“Fuel Systems”). Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not m

CERTIFICATION PURSUANT TO 18 U.S.C. § 1350 (ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)

EXHIBIT 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. § 1350 (ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002) In connection with the annual report of Fuel Systems Solutions, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2015, as filed with the Securities and Exchange Commission (the “Report”), I, Pietro Bersani, Chief Financial Officer of the Company, hereby certi

State or province where registered/organized

EX-21.01 2 fsys-ex21018.htm EX-21.01 EXHIBIT 21.1 Fuel Systems Solutions, Inc. Significant Subsidiaries of Fuel Systems Solutions, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware. Name of subsidiary Jurisdiction State or province where registered/organized IMPCO Technologies, Inc. United States Delaware Impco Technologies Japan

Fuel Systems Solutions, Inc.

EX-17.1 2 d145053dex171.htm EX-17.1 Exhibit 17.1 Fuel Systems Solutions, Inc. 780 Third Avenue, 25th Floor New York, New York 10017 Attn: Board of Directors March 4, 2016 Gentlemen, Today a majority of our Board has voted to enter into an amendment to our merger agreement with Westport Innovations and approved a related amendment to the Cartesian financing agreement which is in settlement of our c

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): March 4, 2016 FUEL SYSTEMS SOLUTIONS, INC.

AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER

EX-2.1 Exhibit 2.1 AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER This AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER, dated as of March 6, 2016 (this ?Amendment?), is made by and among Westport Innovations Inc., an Alberta, Canada corporation (?Parent?), Whitehorse Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (?Merger Sub?), and Fuel Systems Sol

Fuel Systems Signs Amendment to Merger Agreement with Westport

Exhibit 99.1 Fuel Systems Signs Amendment to Merger Agreement with Westport New York, March 7, 2016 - Fuel Systems Solutions, Inc. (“Fuel Systems”) (Nasdaq: FSYS) today announced that it has signed an Amendment (the “Amendment”) to its previously announced Agreement and Plan of Merger dated as of September 1, 2015 (the “Merger Agreement”) relating to the proposed business combination (the “Merger”

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

Form 8-K 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): March 6, 2016 FUEL SYSTEMS SOLUTIONS, INC.

AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER

EX-2.1 Exhibit 2.1 AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER This AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER, dated as of March 6, 2016 (this ?Amendment?), is made by and among Westport Innovations Inc., an Alberta, Canada corporation (?Parent?), Whitehorse Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (?Merger Sub?), and Fuel Systems Sol

Fuel Systems Signs Amendment to Merger Agreement with Westport

EX-99.1 3 d113400dex991.htm EX-99.1 Exhibit 99.1 Fuel Systems Signs Amendment to Merger Agreement with Westport New York, March 7, 2016 - Fuel Systems Solutions, Inc. (“Fuel Systems”) (Nasdaq: FSYS) today announced that it has signed an Amendment (the “Amendment”) to its previously announced Agreement and Plan of Merger dated as of September 1, 2015 (the “Merger Agreement”) relating to the propose

Fuel Systems Solutions FORM 8-K (Prospectus)

Form 8-K 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): March 6, 2016 FUEL SYSTEMS SOLUTIONS, INC.

Fuel Systems Solutions 425 (Prospectus)

Filed by Westport Innovations Inc. (Commission File No. 001-34152) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Fuel Systems Solutions, Inc. (Commission File No. 001-32999) Westport Signs Amendment to Merger Agreement with Fuel Systems ~Updated agreement reflects current market conditions;

CONVENIENCE TRANSLATION FROM THE ORIGINAL IN ITALIAN

EX-10.1 2 ex101.htm EXHIBIT 10.1 Exhibit 10.1 CONVENIENCE TRANSLATION FROM THE ORIGINAL IN ITALIAN For the attention of Mr. ALGHISI Andrea Via Dellaca 2 15057 TORTONA -AL- Cherasco, February 17th 2016 Subject: Employment contract This document provides information on the conditions that apply to the contract or to the employment according to the Legislative Decree n.152/97 and the processing of pe

Fuel Systems Solutions Appoints Andrea Alghisi COO

ex991.htm Exhibit 99.1 Fuel Systems Solutions Appoints Andrea Alghisi COO NEW YORK, March 3, 2016 - Fuel Systems Solutions, Inc. (Nasdaq: FSYS) appointed Andrea Alghisi, 48, Chief Operating Officer effective February 22, 2016. Mr. Alghisi returns to Fuel Systems having previously held the position of interim COO when he was with AP Services, LLC, an affiliate of AlixPartners, LLP, from April 27, 2

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

s2221608k.htm 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): March 3, 2016 FUEL SYSTEMS SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32999 20-3960974 (State or other jurisdiction of incorporati

Fuel Systems Solutions Form 425 (Prospectus)

425 Filed by Westport Innovations Inc. (Commission File No. 001-34152) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Fuel Systems Solutions, Inc. (Commission File No. 001-32999) Westport Files Management Information Circular for Fuel Systems Transaction and Sets Date for Special Meeting of S

Fuel Systems Solutions DEF 14A

DEF 14A Table of Contents United States Securities and Exchange Commission Washington, D.

FSYS / Fuel Systems Solutions, Inc. / SIGNIA CAPITAL MANAGEMENT LLC - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

Fuel Systems Solutions ESP

SEC Comment Letter January 11, 2016 Via Edgar Ms. Cecilia Blye Chief, Office of Global Security Risk United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 RE: Fuel Systems Solutions, Inc. Form 10-K for the Fiscal Year Ended December 31, 2014 Filed March 12, 2015 File No. 1-32999 Staff Comment Letter Dated December 22, 2015 Dear Ms. Blye: We are writing in respo

Fuel Systems Solutions ESP

CORRESP FUEL SYSTEMS SOLUTIONS, INC. 780 Third Avenue; Floor 25 New York, NY 10017 Phone (646) 502-7170 Fax (646) 502-7171 http://www.fuelsystemssolutions.com January 5, 2016 Via Edgar Ms. Cecilia Blye Chief Office of Global Security Risk United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 RE: Fuel Systems Solutions, Inc. Form 10-K for the Fiscal Year Ended D

Fuel Systems Solutions, Inc. 780 Third Avenue, 25th Floor New York, New York 10017

ex101.htm Exhibit 10.1 Fuel Systems Solutions, Inc. 780 Third Avenue, 25th Floor New York, New York 10017 December 16, 2015 Re: Amendment to Retirement Agreement Dear Mr. Costamagna: Reference is made to the Retirement Agreement (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

Fuel Systems Solutions (Current Report/Significant Event)

d12171518k.htm 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): December 16, 2015 FUEL SYSTEMS SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32999 20-3960974 (State or other jurisdiction of incorp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-32999 FUEL SYSTEMS SOLUTIO

AMENDMENT NO. 1 TO THE FUEL SYSTEMS SOLUTIONS, INC. 2011 STOCK OPTION PLAN

Exhibit 10.2 AMENDMENT NO. 1 TO THE FUEL SYSTEMS SOLUTIONS, INC. 2011 STOCK OPTION PLAN Pursuant to Sections 3(a) and 10(f) of the Fuel Systems Solutions, Inc. 2011 Stock Option Plan (the ?Plan?) and in accordance with the resolutions of the Board of Directors of Fuel Systems Solutions, Inc. (the ?Company?) adopted on August 30, 2015, the Plan shall be and hereby is amended as set forth herein: (1

Fuel Systems Solutions Reports Third Quarter 2015 Results Q3 Results Include $13.8 Million Asset Impairment Charge Company to File Form 10-Q for Period Ending September 30, 2015 Today Pending Merger with Westport Innovations Progressing

EX-99.1 2 fsys-ex9917.htm EX-99.1 Exhibit 99.1 Fuel Systems Solutions Reports Third Quarter 2015 Results Q3 Results Include $13.8 Million Asset Impairment Charge Company to File Form 10-Q for Period Ending September 30, 2015 Today Pending Merger with Westport Innovations Progressing NEW YORK, Dec. 11, 2015 - Fuel Systems Solutions, Inc. (Nasdaq: FSYS) reported results for its third quarter ended S

Results of Operations and Financial Condition

fsys-8k20151211.htm 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): December 11, 2015 FUEL SYSTEMS SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-329

Current Report

l11191508k.htm 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): November 17, 2015 FUEL SYSTEMS SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32999 20-3960974 (State or other jurisdiction of incorp

Fuel Systems Solutions, Inc. Receives Notice from Nasdaq

ex991.htm Exhibit 99.1 Fuel Systems Solutions, Inc. Receives Notice from Nasdaq NEW YORK, N.Y., November 20, 2015 - Fuel Systems Solutions, Inc. (NASDAQ: FSYS) received a notification letter from The Nasdaq Stock Market on November 17 that it is not in compliance with Nasdaq Listing Rule 5250(c)(1) because the Company did not timely file its Quarterly Report on Form 10-Q for the period ended Septe

Regulation FD Disclosure

8-K 1 l1161518k.htm 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): November 9, 2015 FUEL SYSTEMS SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32999 20-3960974 (State or other jurisdiction of in

Fuel Systems Solutions, Inc. Reports Preliminary Third Quarter 2015 Results Expects to File Form 12b-25 for Third Quarter 2015 Form 10-Q Third Quarter Conference Call Canceled

ex991.htm Exhibit 99.1 Fuel Systems Solutions, Inc. Reports Preliminary Third Quarter 2015 Results Expects to File Form 12b-25 for Third Quarter 2015 Form 10-Q Third Quarter Conference Call Canceled NEW YORK, N.Y., November 9, 2015 - Fuel Systems Solutions, Inc. (NASDAQ: FSYS) today announced that it expects to delay the announcement of its third quarter financial results and that it expects to fi

Fuel Systems Solutions FOR PERIOD ENDED: SEPTEMBER 30, 2015

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: September 30, 2015 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report

JOINDER AGREEMENT

EX-99.7 Exhibit 7 JOINDER AGREEMENT The undersigned is executing and delivering this Joinder Agreement pursuant to that certain Voting Agreement dated as of September 1, 2015, (as the same may hereafter be amended, restated, supplemented or otherwise modified in accordance with the terms therein, the “Voting Agreement”), by and among Westport Innovations Inc., and the Stockholders listed on the si

FSYS / Fuel Systems Solutions, Inc. / Northern Right Capital Management, L.P. - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* Fuel Systems Solutions, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 35952W103 (CUSIP Number) Northern Right Capital Management, L.P. Attn: Chief Compliance Officer 10 Corbin Drive 3rd Floor Darien, Connecticut 06820 (203) 9

JOINT FILING AGREEMENT

EX-99.6 2 d79242dex996.htm EX-99.6 Exhibit 6 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) and Rule 16a-3(j) of the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) and any required statements on Form 3 or Form 4 with respect to the Common Stock of

Westport Innovations 425 (Prospectus)

425 Filed by Westport Innovations Inc. (Commission File No. 001-34152) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Fuel Systems Solutions, Inc. (Commission File No. 001-32999) Westport and Fuel Systems Clear Key Milestone in Antitrust Requirements For Proposed Merger October 21, 2015 VANCO

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): September 11, 2015 FUEL SYSTEMS SOLUTIONS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-32999 20-3960974 (State or other jurisdiction of incorporation or o

AMENDMENT NO. 2 TO STOCKHOLDER PROTECTION RIGHTS AGREEMENT

ex41.htm Exhibit 4.1 AMENDMENT NO. 2 TO STOCKHOLDER PROTECTION RIGHTS AGREEMENT This Amendment No. 2 to Stockholder Protection Rights Agreement (this ?Amendment?) is made and entered into as of September 11, 2015, by and between Fuel Systems Solutions, Inc., a Delaware corporation (the ?Company?) and Computershare Inc. (as successor rights agent to Mellon Investor Services LLC), a Delaware corpora

AMENDMENT NO. 2 TO STOCKHOLDER PROTECTION RIGHTS AGREEMENT

ex41.htm Exhibit 4.1 AMENDMENT NO. 2 TO STOCKHOLDER PROTECTION RIGHTS AGREEMENT This Amendment No. 2 to Stockholder Protection Rights Agreement (this ?Amendment?) is made and entered into as of September 11, 2015, by and between Fuel Systems Solutions, Inc., a Delaware corporation (the ?Company?) and Computershare Inc. (as successor rights agent to Mellon Investor Services LLC), a Delaware corpora

Fuel Systems Solutions (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): September 11, 2015 FUEL SYSTEMS SOLUTIONS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-32999 20-3960974 (State or other jurisdiction of incorporation or o

FSYS / Fuel Systems Solutions, Inc. / COSTAMAGNA MARIANO - AMENDMENT NO. 3 Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Fuel Systems Solutions, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 35952W103 (CUSIP Number) Avv. Marco Di Toro Corso Stati Uniti 62, 10128, Torino, Italy (011) 39 011 517 6666 (Name, Address and Telephone Number of Person Authorized to Receive

VOTING AGREEMENT

Exhibit 99.2 VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”), dated as of September 1, 2015, is entered into by and among Westport Innovations Inc., an Alberta, Canada corporation (“Parent”), and Mariano Costamagna (the “Stockholder”). WHEREAS, the Stockholder owns (both beneficially and of record) in the aggregate 1,634,185 shares of common stock, par value $0.001 per share (“Company Co

Westport Innovations 425 (Prospectus)

425 Filed by Westport Innovations Inc. (Commission File No. 001-34152) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Fuel Systems Solutions, Inc. (Commission File No. 001-32999) DARREN SEED speaking Vice President, Capital Markets and Communications, Westport Innovations Thank you and good m

Fuel Systems Solutions 425 (Prospectus)

425 Filed by: Fuel Systems Solutions, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Fuel Systems Solutions, Inc. (Commission File No. 001-32999) This filing relates to the proposed merger of a subsidiary of Westport Innovations Inc. (?Westport?) with Fuel Systems Solutions Inc. (?FSS?)

Fuel Systems Solutions 425 (Prospectus)

425 Filed by: Fuel Systems Solutions, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Fuel Systems Solutions, Inc. (Commission File No. 001-32999) This filing relates to the proposed merger of a subsidiary of Westport Innovations Inc. (?Westport?) with Fuel Systems Solutions Inc. (?FSS?)

CREATING A PREMIER

EX-99.1 4 d75334dex991.htm EX-99.1 1 CREATING A PREMIER ALT FUEL & ENGINE COMPANY Exhibit 99.1 Combining complementary technologies and development focus to expand global customer and product mix 2 Cautionary Note Regarding Forward Looking Statements and determinations of our joint venture and development partners, as well as other risk factors and assumptions that may affect our actual results, p

2

EX-99.2 Exhibit 99.2 Darren Seed Thank you and good morning. Welcome to the joint conference call with Westport and Fuel Systems Solutions. It is being held to coincide with the announcement regarding the intention to merge released earlier this morning. For those who haven?t seen the releases yet, they can be found on Westport?s website at www.westport.com. and Fuel Systems Solutions website at w

2

EX-99.2 Exhibit 99.2 Darren Seed Thank you and good morning. Welcome to the joint conference call with Westport and Fuel Systems Solutions. It is being held to coincide with the announcement regarding the intention to merge released earlier this morning. For those who haven?t seen the releases yet, they can be found on Westport?s website at www.westport.com. and Fuel Systems Solutions website at w

CREATING A PREMIER

1 CREATING A PREMIER ALT FUEL & ENGINE COMPANY Exhibit 99.1 Combining complementary technologies and development focus to expand global customer and product mix 2 Cautionary Note Regarding Forward Looking Statements and determinations of our joint venture and development partners, as well as other risk factors and assumptions that may affect our actual results, performance or achievements or finan

2

EX-99.3 Exhibit 99.3 The following Internal Communication memorandum from Mariano Costamagna was sent to the U.S. employees of Fuel Systems Solutions, Inc. on September 1, 2015. The memo is regarding the announcement of the signing of the Agreement and Plan of Merger, dated September 1, 2015, between Fuel Systems Solutions, Inc. and Westport Innovations Inc. and Whitehorse Merger Sub Inc. FSS INTE

AGREEMENT REGARDING JOINT FILING OF STATEMENT ON SCHEDULE 13D

EX-7.1 2 d64718dex71.htm EX-7.1 Exhibit 7.1 AGREEMENT REGARDING JOINT FILING OF STATEMENT ON SCHEDULE 13D Each of the undersigned hereby acknowledges and agrees, pursuant to the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13D to which this Agreement is attached as an Exhibit, and any amendments thereto, with respect to the ben

VOTING AGREEMENT

EX-10.1 Exhibit 10.1 Execution Version VOTING AGREEMENT This VOTING AGREEMENT (this ?Agreement?), dated as of September 1, 2015, is entered into by and among Westport Innovations Inc., an Alberta, Canada corporation (?Parent?), Fuel Systems Solutions, Inc., a Delaware corporation (the ?Company?), and each of K&M Douglas Trust, James Douglas And Jean Douglas Irrevocable Descendants? Trust, Douglas

FSYS / Fuel Systems Solutions, Inc. / Northern Right Capital Management, L.P. - SCHEDULE 13D AMENDMENT NO. 4 Activist Investment

Schedule 13D Amendment No. 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Fuel Systems Solutions, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 35952W103 (CUSIP Number) Becker Drapkin Management, L.P. Attn: Steven R. Becker Attn: Matthew A. Drapkin 500 Crescent Court Suite 230 D

AGREEMENT AND PLAN OF MERGER By and Among WESTPORT INNOVATIONS INC., WHITEHORSE MERGER SUB INC. FUEL SYSTEMS SOLUTIONS, INC. Dated as of September 1, 2015 TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS 2 Section 1.1 Definitions 2 ARTICLE II. THE MERGE

EX-2.1 EXHIBIT 2.1 Execution Version AGREEMENT AND PLAN OF MERGER By and Among WESTPORT INNOVATIONS INC., WHITEHORSE MERGER SUB INC. And FUEL SYSTEMS SOLUTIONS, INC. Dated as of September 1, 2015 TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS 2 Section 1.1 Definitions 2 ARTICLE II. THE MERGER 15 Section 2.1 Merger 15 Section 2.2 Closing 15 Section 2.3 Effective Time 16 Section 2.4 Organizational Do

VOTING AGREEMENT

EX-10.1 Exhibit 10.1 Execution Version VOTING AGREEMENT This VOTING AGREEMENT (this ?Agreement?), dated as of September 1, 2015, is entered into by and among Westport Innovations Inc., an Alberta, Canada corporation (?Parent?), Fuel Systems Solutions, Inc., a Delaware corporation (the ?Company?), and each of K&M Douglas Trust, James Douglas And Jean Douglas Irrevocable Descendants? Trust, Douglas

Fuel Systems Solutions FORM 8-K (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): September 1, 2015 FUEL SYSTEMS SOLUTIONS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-32999 20-3960974 (State or other jurisdiction of incorporation or or

FSYS / Fuel Systems Solutions, Inc. / DOUGLAS KEVIN - SC 13D Activist Investment

SC 13D 1 d64718dsc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Fuel Systems Solutions, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 35952W103 (CUSIP Number) Ryan J. York Davis Wright Tremaine LLP 1201 Third Avenue, Suite 2200 Seattle, WA 98101 (206) 622-3150 (Name

Fuel Systems Solutions FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): September 1, 2015 FUEL SYSTEMS SOLUTIONS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-32999 20-3960974 (State or other jurisdiction of incorporat

2

EX-99.3 Exhibit 99.3 The following Internal Communication memorandum from Mariano Costamagna was sent to the U.S. employees of Fuel Systems Solutions, Inc. on September 1, 2015. The memo is regarding the announcement of the signing of the Agreement and Plan of Merger, dated September 1, 2015, between Fuel Systems Solutions, Inc. and Westport Innovations Inc. and Whitehorse Merger Sub Inc. FSS INTE

AGREEMENT AND PLAN OF MERGER By and Among WESTPORT INNOVATIONS INC., WHITEHORSE MERGER SUB INC. FUEL SYSTEMS SOLUTIONS, INC. Dated as of September 1, 2015 TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS 2 Section 1.1 Definitions 2 ARTICLE II. THE MERGE

EX-2.1 2 d75334dex21.htm EX-2.1 EXHIBIT 2.1 Execution Version AGREEMENT AND PLAN OF MERGER By and Among WESTPORT INNOVATIONS INC., WHITEHORSE MERGER SUB INC. And FUEL SYSTEMS SOLUTIONS, INC. Dated as of September 1, 2015 TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS 2 Section 1.1 Definitions 2 ARTICLE II. THE MERGER 15 Section 2.1 Merger 15 Section 2.2 Closing 15 Section 2.3 Effective Time 16 Sect

Westport and Fuel Systems Solutions Announce Intention to Merge COMPELLING MERGER CREATES SCALE AND COMBINES COMPLEMENTARY TECHNOLOGIES, DEVELOPMENT FOCUS AND GLOBAL CUSTOMER AND PRODUCT MIX

Exhibit 99.1 Westport and Fuel Systems Solutions Announce Intention to Merge COMPELLING MERGER CREATES SCALE AND COMBINES COMPLEMENTARY TECHNOLOGIES, DEVELOPMENT FOCUS AND GLOBAL CUSTOMER AND PRODUCT MIX September 1, 2015 • The Merger will create a premier alternative fuel vehicle and engine company with expanded product and technology portfolio • Complementary technologies and expertise, with the

Fuel Systems Solutions FORM 8-K (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): September 1, 2015 FUEL SYSTEMS SOLUTIONS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-32999 20-3960974 (State or other jurisdiction of incorporation or or

Westport Innovations 425 (Prospectus)

425 9/1/2015 Combining complementary technologies and development focus to expand global customer and product mix 1 CREATING A PREMIER ALT FUEL & ENGINE COMPANY Filed by Westport Innovations Inc.

Westport Innovations 425 (Prospectus)

425 Filed by Westport Innovations Inc. (Commission File No. 001-34152) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Fuel Systems Solutions, Inc. (Commission File No. 001-32999) Merger Conference Call Darren Seed Thank you and good morning. Welcome to the joint conference call with Westport

Westport and Fuel Systems Solutions Announce Intention to Merge COMPELLING MERGER CREATES SCALE AND COMBINES COMPLEMENTARY TECHNOLOGIES, DEVELOPMENT FOCUS AND GLOBAL CUSTOMER AND PRODUCT MIX

EX-99.1 Exhibit 99.1 Westport and Fuel Systems Solutions Announce Intention to Merge COMPELLING MERGER CREATES SCALE AND COMBINES COMPLEMENTARY TECHNOLOGIES, DEVELOPMENT FOCUS AND GLOBAL CUSTOMER AND PRODUCT MIX September 1, 2015 ? The Merger will create a premier alternative fuel vehicle and engine company with expanded product and technology portfolio ? Complementary technologies and expertise,

Fuel Systems Solutions FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): September 1, 2015 FUEL SYSTEMS SOLUTIONS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-32999 20-3960974 (State or other jurisdiction of incorporat

FUEL SYSTEMS SOLUTIONS, INC. RESTRICTED STOCK UNIT AGREEMENT

EX-10.6 6 fsys-ex106544.htm EX-10.6 Exhibit 10.6 FUEL SYSTEMS SOLUTIONS, INC. RESTRICTED STOCK UNIT AGREEMENT THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is entered into as of the Date of Award indicated below by and between Fuel Systems Solutions, Inc., a Delaware corporation (the “Company”), and the person named below as Holder. WHEREAS, Holder is an employee of the Company or any of

FUEL SYSTEMS SOLUTIONS, INC. RESTRICTED STOCK UNIT AGREEMENT

EX-10.3 3 fsys-ex103541.htm EX-10.3 Exhibit 10.3 FUEL SYSTEMS SOLUTIONS, INC. RESTRICTED STOCK UNIT AGREEMENT THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is entered into as of the Date of Award indicated below by and between Fuel Systems Solutions, Inc., a Delaware corporation (the “Company”), and the person named below as Holder. WHEREAS, Holder is an employee and director of the Comp

FORM OF FUEL SYSTEMS SOLUTIONS, INC. RESTRICTED STOCK UNIT AGREEMENT

Exhibit 10.2 FORM OF FUEL SYSTEMS SOLUTIONS, INC. RESTRICTED STOCK UNIT AGREEMENT THIS RESTRICTED STOCK UNIT AGREEMENT (this ?Agreement?) is entered into as of the Date of Award indicated below by and between Fuel Systems Solutions, Inc., a Delaware corporation (the ?Company?), and the person named below as Holder. WHEREAS, Holder is an employee of the Company or any of its subsidiaries, and pursu

Supplemental Employment Agreement

EX-10.12 7 fsys-ex10121066.htm EX-10.12 Exhibit 10.12 Supplemental Employment Agreement This Supplemental Employment Agreement (“Agreement”) is entered into between Fuel Systems Solutions, Inc., a Delaware corporation (with its subsidiaries, the “Company”), and Pietro Bersani, as of August 6, 2015. This Agreement shall remain in effect until July 1, 2018 but shall terminate earlier if a Change of

Supplemental Employment Agreement

EX-10.13 8 fsys-ex10131067.htm EX-10.13 Exhibit 10.13 Supplemental Employment Agreement This Supplemental Employment Agreement (“Agreement”) is entered into between Fuel Systems Solutions, Inc., a Delaware corporation (with its subsidiaries, the “Company”), and Michael Helfand, as of August 6, 2015. This Agreement shall remain in effect until July 1, 2018 but shall terminate earlier if a Change of

FUEL SYSTEMS SOLUTIONS, INC. RESTRICTED STOCK UNIT AGREEMENT

EX-10.4 4 fsys-ex104542.htm EX-10.4 Exhibit 10.4 FUEL SYSTEMS SOLUTIONS, INC. RESTRICTED STOCK UNIT AGREEMENT THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is entered into as of the Date of Award indicated below by and between Fuel Systems Solutions, Inc., a Delaware corporation (the “Company”), and the person named below as Holder. WHEREAS, Holder is an employee of the Company or any of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-32999 FUEL SYSTEMS SOLUTIONS, I

FUEL SYSTEMS SOLUTIONS, INC. RESTRICTED STOCK UNIT AGREEMENT

EX-10.5 5 fsys-ex105543.htm EX-10.5 Exhibit 10.5 FUEL SYSTEMS SOLUTIONS, INC. RESTRICTED STOCK UNIT AGREEMENT THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is entered into as of the Date of Award indicated below by and between Fuel Systems Solutions, Inc., a Delaware corporation (the “Company”), and the person named below as Holder. WHEREAS, Holder is an employee of the Company or any of

Fuel Systems Solutions Reports Second Quarter 2015 Results 2015 Restructuring Plan Execution Progressing, Generated $1.0M in Q2 Savings and Drove Improved Gross Margin Industrial Division Renewed Key Contract; Automotive Infrastructure Unit Won New M

fsys-ex9916.htm Exhibit 99.1 Fuel Systems Solutions Reports Second Quarter 2015 Results 2015 Restructuring Plan Execution Progressing, Generated $1.0M in Q2 Savings and Drove Improved Gross Margin Industrial Division Renewed Key Contract; Automotive Infrastructure Unit Won New Multi-Year Contract NEW YORK, August 6, 2015 - Fuel Systems Solutions, Inc. (Nasdaq: FSYS) reported results for its second

Fuel Systems Solutions 8-K (Current Report/Significant Event)

fsys-8k20150806.htm 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): August 6, 2015 FUEL SYSTEMS SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-32999

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

j7271528k.htm 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): July 21, 2015 FUEL SYSTEMS SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32999 20-3960974 (State or other jurisdiction of incorporati

Fuel Systems Solutions, Inc. Conflict Minerals Report For The Year Ended December 31, 2014

Exhibit 1.01 Fuel Systems Solutions, Inc. Conflict Minerals Report For The Year Ended December 31, 2014 1. Overview This report has been prepared by Fuel Systems Solutions, Inc. (herein referred to as “Fuel Systems” or the “Company,” “we,” “us,” or “our”) pursuant to Rule 13p-1 (the “Rule”) promulgated under the Securities Exchange Act of 1934, as amended. Products We design, manufacture and suppl

Fuel Systems Solutions FOR THE REPORTING PERIOD FROM JANUARY 1 TO DECEMBER 31, 2014

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT FUEL SYSTEMS SOLUTIONS, INC. (Exact name of the registrant as specified in its charter) Delaware 001-32999 20-3960974 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 780 Third Avenue, 25th Floor, New York, NY 10017 (

FUEL SYSTEMS SOLUTIONS, INC. 2009 RESTRICTED STOCK PLAN

ex44.htm Exhibit 4.4 FUEL SYSTEMS SOLUTIONS, INC. 2009 RESTRICTED STOCK PLAN 1. Purpose. This plan shall be known as the Fuel Systems Solutions, Inc. 2009 Restricted Stock Plan (the ?Plan?). The purpose of the Plan shall be to promote the long-term growth and profitability of Fuel Systems Solutions, Inc. by (i) providing all Non-Employee Directors and Eligible Employees of the Company and its Subs

Fuel Systems Solutions

As filed with the Securities and Exchange Commission on May 28, 2015 Registration No.

Current Report

m5271538k.htm 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): May 27, 2015 FUEL SYSTEMS SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32999 20-3960974 (State or other jurisdiction of incorporatio

Fuel Systems Solutions 8-K (Current Report/Significant Event)

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): May 7, 2015 FUEL SYSTEMS SOLUTIONS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-32999 FUEL SYSTEMS SOLUTIONS,

Fuel Systems Solutions Reports First Quarter 2015 Results Three-Year Cost Reduction and Restructuring Program Underway

Fuel Systems Solutions Reports First Quarter 2015 Results Three-Year Cost Reduction and Restructuring Program Underway NEW YORK, May 7, 2015 - Fuel Systems Solutions, Inc.

EX-24

Exhibit 24 POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Michael Helfand, Kevin Buckley, Achilles B.

Current Report

j4291508k.htm 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, 2015 FUEL SYSTEMS SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32999 20-3960974 (State or other jurisdiction of incorporat

SECOND AMENDMENT TO AGREEMENT

ex101.htm Exhibit 10.1 New York Branch, One William Street New York, NY 10004 SECOND AMENDMENT TO AGREEMENT SECOND AMENDMENT dated as of April 30, 2015 (this ?Amendment?) to the committed credit facility agreement, referred to below, by and between Fuel Systems Solutions, Inc. and Impco Technologies, Inc. (as ?Parent Borrower? and ?Co-Borrower? respectively and together as ?Borrowers?) and Impco T

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

j4271508k.htm 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 24, 2015 FUEL SYSTEMS SOLUTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32999 20-3960974 (State or other jurisdiction of incorporat

MARIANO COSTAMAGNA RETIREMENT AGREEMENT

ex101.htm Exhibit 10.1 Execution Version MARIANO COSTAMAGNA RETIREMENT AGREEMENT This Retirement Agreement (this ?Agreement?) is entered into between 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 (the ?Effective Date?). The pa

2000 Town Center | Suite 2400 | Southfield, MI | 48075 | 248.358.4420 | 248.358.1969 fax | www.alixpartners.com

ex102.htm Exhibit 10.2 April 24, 2015 James Nall Chairman of the Board Fuel Systems Solutions, Inc. 780 Third Avenue, 25th Floor New York, NY 10017 Re: Agreement for the Provision of Interim Management Services Dear Mr. Nall: This letter, together with the attached Schedule(s) and General Terms and Conditions, sets forth the agreement (?Agreement?) between AP Services, LLC, a Michigan limited liab

CEO Mariano Costamagna Announces Plans to Retire by Year-End 2015 Andrea Alghisi Named Interim COO of Fuel Systems Solutions

ex991.htm Exhibit 99.1 CEO Mariano Costamagna Announces Plans to Retire by Year-End 2015 Andrea Alghisi Named Interim COO of Fuel Systems Solutions NEW YORK, April 27, 2015 - Mariano Costamagna, CEO of Fuel Systems Solutions, Inc. (Nasdaq: FSYS) announced today that he plans to retire from this position by the end of 2015 after ten years of service to the Company. The Board has appointed a search

Fuel Systems Solutions DEF 14A

DEF 14A Table of Contents United States Securities and Exchange Commission Washington, D.

Fuel Systems Solutions DEFA14A

DEFA14A United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant x Filed by a party other than the registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Pro

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No.: 001-32999 FUEL SYSTEMS SOLUTIONS, INC. (Exact Name of Registr

State or province where registered/organized

EXHIBIT 21.1 Fuel Systems Solutions, Inc. Significant Subsidiaries of Fuel Systems Solutions, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware. Name of subsidiary Jurisdiction State or province where registered/organized IMPCO Technologies, Inc. United States Delaware Impco Technologies Japan, KK Japan Fukuoka IMPCO Technologies

Fuel Systems Solutions 8-K (Current Report/Significant Event)

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): March 11, 2015 FUEL SYSTEMS SOLUTIONS, INC.

Fuel Systems Solutions Reports Fourth Quarter and Year End 2014 Results Company to Implement Three-Year Restructuring Plan to Drive Anticipated Annualized Benefits of Approximately $25.0 Million

Exhibit 99.1 Fuel Systems Solutions Reports Fourth Quarter and Year End 2014 Results Company to Implement Three-Year Restructuring Plan to Drive Anticipated Annualized Benefits of Approximately $25.0 Million NEW YORK, March 11, 2015 - Fuel Systems Solutions, Inc. (Nasdaq: FSYS) reported results for its fourth quarter and year ended December 31, 2014. Highlights ? Q4 2014 Revenue of $85.4 million c

FSYS / Fuel Systems Solutions, Inc. / SIGNIA CAPITAL MANAGEMENT LLC - SCHEDULE 13G HOLDINGS REPORT Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

SEPARATION AGREEMENT AND GENERAL RELEASE

Exhibit 10.1 SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and General Release (the “Agreement”) is made and entered into by and between Roberto Olivo (referred to as “Employee”), and Fuel Systems Solutions, Inc. (“Employer”). WHEREAS, both Employee and Employer wish to separate their employment relationship on an amicable basis; NOW, THEREFORE, in consideration of the mutual

MINUTES OF SETTLEMENT

Exhibit 10.2 MINUTES OF SETTLEMENT MTM S.r.l., headquartered in Cherasco, via La Morra, 1 (CF 00525960043), in the person of Mariano Costamagna (hereinafter: "MTM") & ROBERTO OLIVO, born in Torino on August 15, 1954, and resident in Torino, Via Palladio 12 (CF LVORRT54M15L219L) (hereinafter "Olivo") On condition ¾ That Mr. Olivo is employed with the title of "officer" by MTM, Ltd. since January 1,

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): December 23, 2014 FUEL SYSTEMS SOLUTIONS, INC.

Fuel Systems Solutions Reports Second Quarter 2014 Results Second Quarter Revenue of $87.4 Million Adjusted EBITDA of $0.7 Million

Exhibit 99.1 Fuel Systems Solutions Reports Second Quarter 2014 Results Second Quarter Revenue of $87.4 Million Adjusted EBITDA of $0.7 Million Net Loss of $44.2 Million or $2.20 Per Share includes $43.2 Million, or $2.15 Per Share, Asset Impairment Charge (net of tax benefit) NEW YORK, N.Y., Aug. 18, 2014 - Fuel Systems Solutions, Inc. (Nasdaq: FSYS) reported results for its second quarter ended

Fuel Systems Solutions Reports Third Quarter 2014 Results Third Quarter Revenue of $85.1 Million Adjusted EBITDA of $2.1 Million Board of Directors Authorizes $25 Million Share Repurchase Program

Exhibit 99.1 Fuel Systems Solutions Reports Third Quarter 2014 Results Third Quarter Revenue of $85.1 Million Adjusted EBITDA of $2.1 Million Board of Directors Authorizes $25 Million Share Repurchase Program NEW YORK, Nov. 6, 2014 - Fuel Systems Solutions, Inc. (Nasdaq: FSYS) reported results for its third quarter ended Sept. 30, 2014. Mariano Costamagna, Fuel Systems’ CEO, said, “As our end mark

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-32999 FUEL SYSTEMS SOLUTIO

Results of Operations and Financial Condition

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): November 6, 2014 FUEL SYSTEMS SOLUTIONS, INC.

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): November 6, 2014 FUEL SYSTEMS SOLUTIONS, INC.

[Signature page follows]

EX-10.1 2 ex101.htm Exhibit 10.1 AGREEMENT This Agreement, dated as of October 29, 2014 (this “Agreement”), is by and among Fuel Systems Solutions, Inc., a Delaware corporation (the “Company”), Steven R. Becker, an individual resident of Texas (“Becker”), Matthew A. Drapkin, an individual resident of New York (“Drapkin”), BC Advisors, LLC, a Texas limited liability company, Becker Drapkin Manageme

Fuel Systems Solutions Announces Governance Changes Appoints Steven R. Becker to Board of Directors Names James W. Nall Chairman of the Board

Exhibit 99.1 Fuel Systems Solutions Announces Governance Changes Appoints Steven R. Becker to Board of Directors Names James W. Nall Chairman of the Board NEW YORK, October 29, 2014 – Fuel Systems Solutions, Inc. (Nasdaq:FSYS) today announced a number of governance changes. Effective immediately, Steven R. Becker, Partner and Co-Founder of Becker Drapkin Management, L.P. (“Becker Drapkin”), has be

Entry into a Material Definitive Agreement

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): October 29, 2014 FUEL SYSTEMS SOLUTIONS, INC.

FSYS / Fuel Systems Solutions, Inc. / Northern Right Capital Management, L.P. - AMENDMENT NO. 3 Activist Investment

Amendment No. 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Fuel Systems Solutions, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 35952W103 (CUSIP Number) Becker Drapkin Management, L.P. Attn: Steven R. Becker Attn: Matthew A. Drapkin 500 Crescent Court Suite 230 Dallas, Texas

[Signature page follows]

EX-4 Exhibit 4 Execution Version AGREEMENT This Agreement, dated as of October 29, 2014 (this “Agreement”), is by and among Fuel Systems Solutions, Inc.

FSYS / Fuel Systems Solutions, Inc. / Northern Right Capital Management, L.P. - AMENDMENT NO. 2 TO SCHEDULE 13D Activist Investment

Amendment No. 2 to Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Fuel Systems Solutions, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 35952W103 (CUSIP Number) Becker Drapkin Management, L.P. Attn: Steven R. Becker Attn: Matthew A. Drapkin 500 Crescent Court Suite 23

FSYS / Fuel Systems Solutions, Inc. / Northern Right Capital Management, L.P. - AMENDMENT NO. 1 TO SCHEDULE 13D Activist Investment

Amendment No. 1 to Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Fuel Systems Solutions, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 35952W103 (CUSIP Number) Becker Drapkin Management, L.P. Attn: Steven R. Becker Attn: Matthew A. Drapkin 500 Crescent Court Suite 23

Fuel Systems Solutions Reports Second Quarter 2014 Results Second Quarter Revenue of $87.4 Million Adjusted EBITDA of $0.7 Million

Fuel Systems Solutions Reports Second Quarter 2014 Results Second Quarter Revenue of $87.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-32999 FUEL SYSTEMS SOLUTIONS, I

Results of Operations and Financial Condition

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): August 18, 2014 FUEL SYSTEMS SOLUTIONS, INC.

FSYS / Fuel Systems Solutions, Inc. / Northern Right Capital Management, L.P. - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934* Fuel Systems Solutions, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 35952W103 (CUSIP Number) Becker Drapkin Management, L.P. Attn: Steven R. Becker Attn: Matthew A. Drapkin 500 Crescent Court Suite 230 Dallas, Texas 75201 (214) 756-6016 With a

FSYS / Fuel Systems Solutions, Inc. NT 10-Q - -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): oForm 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: June 30, 2014 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on For

Fuel Systems Solutions, Inc. Expects to Delay Second Quarter 2014 Reporting

Fuel Systems Solutions, Inc Fuel Systems Solutions, Inc. Expects to Delay Second Quarter 2014 Reporting NEW YORK, N.Y., July 31, 2014 - Fuel Systems Solutions, Inc. (NASDAQ: FSYS) today announced that it expects to delay the announcement of its financial results for the second quarter of 2014 beyond its typical announcement date and that it also may file a notification of late filing (Form 12b-25)

Regulation FD Disclosure

UNITED STATES 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): July 31, 2014 FUEL SYSTEMS SOLUTIONS, INC.

-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT FUEL SYSTEMS SOLUTIONS, INC. (Exact name of the registrant as specified in its charter) Delaware 001-32999 20-3960974 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 780 Third Avenue, 25th Floor, New York, NY 10017 (

Fuel Systems Solutions, Inc. Conflict Minerals Report For The Year Ended December 31, 2013

Exhibit 1.02 Fuel Systems Solutions, Inc. Conflict Minerals Report For The Year Ended December 31, 2013 1. Overview This report has been prepared by Fuel Systems Solutions, Inc. (herein referred to as “Fuel Systems” or the “Company”, “we,” “us,” or “our”) pursuant to Rule 13p-1 (the “Rule”) promulgated under the Securities Exchange Act of 1934, as amended. Products We design, manufacture and suppl

SETTLEMENT AGREEMENT

EX-10.1 2 ex101.htm EXHIBIT 10.1 Exhibit 10.1 SETTLEMENT AGREEMENT between M.T.M. s.r.l., based in Cherasco (Cuneo), Via La Morra n. 1 (C.F.: 00525960043), in the person of Board Chairman, Mr. Mariano Costamagna (hereinafter also “MTM” or the ”COMPANY”) on the one hand – and Mr. Pier Antonio COSTAMAGNA, born in Narzole on july 22nd 1952 (C.F.:CST PNT 52L22 F846E ) (hereinafter also “Pier Antonio C

-

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): May 28, 2014 FUEL SYSTEMS SOLUTIONS, INC.

Results of Operations and Financial Condition - Q1 2014 RESULTS

UNITED STATES 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): May 8, 2014 FUEL SYSTEMS SOLUTIONS, INC.

Fuel Systems Solutions Reports First Quarter 2014 Results First Quarter Revenue of $81.3 Million Adjusted EBITDA of $1.6 Million Renews Credit Facility, Expanding Capacity to $20.0 Million, Subsequent to Quarter-end

DC14379.pdf - Converted by SEC Publisher 4.2, created by BCL Technologies Inc., for SEC Filing Fuel Systems Solutions Reports First Quarter 2014 Results First Quarter Revenue of $81.3 Million Adjusted EBITDA of $1.6 Million Renews Credit Facility, Expanding Capacity to $20.0 Million, Subsequent to Quarter-end NEW YORK, N.Y., May 8, 2014 - Fuel Systems Solutions, Inc. (Nasdaq: FSYS) reported result

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-32999 FUEL SYSTEMS SOLUTIONS,

WHEREAS, the parties hereto wish to amend the Agreement and the MRA as set forth herein; and,

DC14375.pdf - Converted by SEC Publisher 4.2, created by BCL Technologies Inc., for SEC Filing Exhibit 10.1 INTESA SANPAOLO New York Branch, One William Street New York, NY 10004 FIRST AMENDMENT TO AGREEMENT FIRST AMENDMENT dated as of April 30, 2014 (this “Amendment”) to the committed credit facility agreement, referred to below, by and between Fuel Systems Solutions, Inc. and Impco Technologies,

- CREDIT FACILITY

UNITED STATES 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, 2014 FUEL SYSTEMS SOLUTIONS, INC.

- DEFA14A

DEFA14A United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant x Filed by a party other than the registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Pro

- DEF 14A

DEF 14A Table of Contents United States Securities and Exchange Commission Washington, D.

-

UNITED STATES 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 1, 2014 FUEL SYSTEMS SOLUTIONS, INC.

-

UNITED STATES 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): March 31, 2014 FUEL SYSTEMS SOLUTIONS, INC.

State or province where registered/organized

EXHIBIT 21.1 Fuel Systems Solutions, Inc. Significant Subsidiaries of Fuel Systems Solutions, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware. Name of subsidiary Jurisdiction State or province where registered/organized IMPCO Technologies, Inc. United States Delaware Impco Technologies Pty. Ltd. Australia Victoria Impco Technol

Results of Operations and Financial Condition -

UNITED STATES 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): March 14, 2014 FUEL SYSTEMS SOLUTIONS, INC.

Fuel Systems Solutions Reports Fourth Quarter and Year End 2013 Results Fourth Quarter Revenue of $92.6 Million Full Year 2013 Revenue of $399.8 Million

Fuel Systems Solutions Reports Fourth Quarter and Year End 2013 Results Fourth Quarter Revenue of $92.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No.: 001-32999 FUEL SYSTEMS SOLUTIONS, INC. (Exact Name of Registr

FSYS / Fuel Systems Solutions, Inc. / DOUGLAS KEVIN - SC 13G/A Passive Investment

SC 13G/A 1 d675215dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* 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

Current Report

UNITED STATES 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): February 4, 2014 FUEL SYSTEMS SOLUTIONS, INC.

Fuel Systems Solutions, Inc. Appoints Anthony Harris to the Board of Directors

Fuel Systems Solutions, Inc Fuel Systems Solutions, Inc. Appoints Anthony Harris to the Board of Directors NEW YORK, N.Y., December 20, 2013 - Fuel Systems Solutions, Inc. (Nasdaq: FSYS) announced the appointment of seasoned business executive Anthony Harris, 60, to the board of directors effective December 31, 2013. Mr. Harris will serve on the Audit Committee and the Compensation Committee. He a

Financial Statements and Exhibits -

UNITED STATES 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): December 16, 2013 FUEL SYSTEMS SOLUTIONS, INC.

Fuel Systems Solutions Reports Third Quarter 2013 Results Third Quarter Revenue of $97.6 Million Operating Income of $1.6 Million

EX-99 2 rrd39440540178.htm Fuel Systems Solutions Reports Third Quarter 2013 Results Third Quarter Revenue of $97.6 Million Operating Income of $1.6 Million NEW YORK, N.Y., November 7, 2013 - Fuel Systems Solutions, Inc. (Nasdaq: FSYS) reported results for its third quarter ended and nine months ended September 30, 2013. Mariano Costamagna, Fuel Systems’ CEO, said, “Fuel Systems’ third quarter res

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-32999 FUEL SYSTEMS SOLUTIO

Results of Operations and Financial Condition -

UNITED STATES 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): November 7, 2013 FUEL SYSTEMS SOLUTIONS, INC.

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UNITED STATES 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): October 14, 2013 FUEL SYSTEMS SOLUTIONS, INC.

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UNITED STATES 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): October 2, 2013 FUEL SYSTEMS SOLUTIONS, INC.

BY-LAWS FUEL SYSTEMS SOLUTIONS, INC. (as amended through December 14October 2, 20113)

DC13826.pdf - Converted by SEC Publisher 4.2, created by BCL Technologies Inc., for SEC Filing BY-LAWS OF FUEL SYSTEMS SOLUTIONS, INC. (as amended through December 14October 2, 20113) ARTICLE 1 STOCKHOLDERS (a) ANNUAL MEETINGS. The annual meeting of the stockholders of the corporation for the purpose of electing directors and for the transaction of such other business as may properly be brought be

BY-LAWS FUEL SYSTEMS SOLUTIONS, INC. (as amended through October 2, 2013)

DC13819.pdf - Converted by SEC Publisher 4.2, created by BCL Technologies Inc., for SEC Filing BY-LAWS OF FUEL SYSTEMS SOLUTIONS, INC. (as amended through October 2, 2013) ARTICLE 1 STOCKHOLDERS (a) ANNUAL MEETINGS. The annual meeting of the stockholders of the corporation for the purpose of electing directors and for the transaction of such other business as may properly be brought before the mee

Results of Operations and Financial Condition -

UNITED STATES 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): August 8, 2013 FUEL SYSTEMS SOLUTIONS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Fuel Systems Solutions Reports Second Quarter 2013 Results Second Quarter Revenue of $111.1 Million Operating Income of $4.8 Million; Affirms Outlook

DC13567.pdf - Converted by SEC Publisher 4.2, created by BCL Technologies Inc., for SEC Filing Fuel Systems Solutions Reports Second Quarter 2013 Results Second Quarter Revenue of $111.1 Million Operating Income of $4.8 Million; Affirms Outlook NEW YORK, N.Y., August 8, 2013 - Fuel Systems Solutions, Inc. (Nasdaq: FSYS) reported results for its second quarter ended and six months ended June 30, 20

Submission of Matters to a Vote of Security Holders -

UNITED STATES 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): June 5, 2013 FUEL SYSTEMS SOLUTIONS, INC.

Results of Operations and Financial Condition -

UNITED STATES 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): May 8, 2013 FUEL SYSTEMS SOLUTIONS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Fuel Systems Solutions Reports First Quarter 2013 Results

Fuel Systems Solutions Reports First Quarter 2013 Results First Quarter Revenue of $98.

- DEF 14A

DEF 14A Table of Contents United States Securities and Exchange Commission Washington, D.

- DEFA14A

DEFA14A United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant x Filed by a party other than the registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Pro

FSYS / Fuel Systems Solutions, Inc. / ROBECOSAM AG - SAM SUSTAINABLE ASSET MANAGEMENT LTD. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Fuel Systems Solutions Inc. (Name of Issuer) Common (Title of Class of Securities) 35952W103 (CUSIP Number) March 13, 2013 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche

Preferability Letter from PricewaterhouseCoopers LLP

Exhibit 18 Preferability Letter from PricewaterhouseCoopers LLP March 13, 2013 Board of Directors Fuel Systems Solutions, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

State or province where registered/organized

EXHIBIT 21.1 Fuel Systems Solutions, Inc. Significant Subsidiaries of Fuel Systems Solutions, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware. Name of subsidiary Jurisdiction State or province where registered/organized IMPCO Technologies, Inc. United States Delaware Impco Technologies Pty. Ltd. Australia Victoria Impco Technol

Results of Operations and Financial Condition -

UNITED STATES 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): March 8, 2013 FUEL SYSTEMS SOLUTIONS, INC.

Fuel Systems Solutions Reports Fourth Quarter and Year End 2012 Results

DC12986.pdf - Converted by SEC Publisher 4.2, created by BCL Technologies Inc., for SEC Filing Fuel Systems Solutions Reports Fourth Quarter and Year End 2012 Results Fourth Quarter Revenue of $98.0 Million Full Year 2012 Revenue of $393.9 Million Records $22.0 million Non-Cash Goodwill and Asset Impairment Charge in Fourth Quarter Fourth Quarter Net Income, Excluding Charge, of $0.2 Million NEW Y

FSYS / Fuel Systems Solutions, Inc. / DOUGLAS KEVIN - SC 13G/A Passive Investment

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 Telep

Regulation FD Disclosure -

UNITED STATES 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): January 22, 2013 FUEL SYSTEMS SOLUTIONS, INC.

Fuel Systems Solutions Granted Ship to Commerce Decision from GM

Fuel Systems Solutions Granted Ship to Commerce Decision from GM Fuel Systems Solutions Granted Ship to Commerce Decision from GM - Records Revenue in 2012 from Bi-fuel Pickup Trucks Shipped in December - -Reaffirms 2012 Revenue Outlook - - GM Expands CNG Cargo Van Contract to Include Extended Wheel Base Lengths in 2013 - NEW YORK, N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

From 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Fuel Systems Solutions Reports Third Quarter 2012 Results Third Quarter Revenue of $89.6 Million Loss per Share of $0.03 Includes $0.09 Tax Expense

DC12755.pdf - Converted by SEC Publisher 4.2, created by BCL Technologies Inc., for SEC Filing Fuel Systems Solutions Reports Third Quarter 2012 Results Third Quarter Revenue of $89.6 Million Loss per Share of $0.03 Includes $0.09 Tax Expense Reducing 2012 Outlook NEW YORK, N.Y., November 8, 2012 - Fuel Systems Solutions, Inc. (Nasdaq: FSYS) reported results for its third quarter and nine months e

Results of Operations and Financial Condition -

UNITED STATES 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): November 8, 2012 FUEL SYSTEMS SOLUTIONS, INC.

Results of Operations and Financial Condition -

UNITED STATES 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): August 8, 2012 FUEL SYSTEMS SOLUTIONS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Fuel Systems Solutions Reports Second Quarter 2012 Results

DC12527.pdf - Converted by SEC Publisher 4.2, created by BCL Technologies Inc., for SEC Filing Fuel Systems Solutions Reports Second Quarter 2012 Results Second Quarter Revenue of $109.0 Million EPS of $0.36 Includes $0.25 Tax Benefit US Auto Cost and Revenue Study Complete, Aligning Organization to Improve Efficiency, Support Growth Strategy Adjusts 2012 Revenue Outlook; Affirms Margin Outlook NE

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits -

UNITED STATES 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): June 28, 2012 FUEL SYSTEMS SOLUTIONS, INC.

SEPARATION AGREEMENT AND GENERAL RELEASE

Exhibit 10 Exhibit 10.1 Execution Copy SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and General Release (the "Agreement") is made and entered into by and between Matthew Beale (referred to as "Employee") and Fuel Systems Solutions Inc. ("Employer"). WHEREAS, both Employee and Employer wish to separate their employment relationship on an amicable basis; NOW, THEREFORE, in cons

Fuel Systems Solutions Updates Management Structure

Fuel Systems Solutions Updates Management Structure Fuel Systems Solutions Updates Management Structure Company to be organized in two divisions: FSS Industrial and FSS Automotive, latter includes US Automotive NEW YORK, N.

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DC12402.pdf - Converted by SEC Publisher 4.2, created by BCL Technologies Inc., for SEC Filing FUEL SYSTEMS SOLUTIONS, INC. 780 Third Avenue; Floor 25 New York, NY 10017 Phone (646) 502-7170 Fax (646) 502-7171 http://www.fuelsystemssolutions.com Cecilia Blye, Chief, Office of Global Security Risk United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 United Stat

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FUEL SYSTEMS SOLUTIONS, INC. 780 Third Avenue; Floor 25 New York, NY 10017 Phone (646) 502-7170 Fax (646) 502-7171 http://www.fuelsystemssolutions.com [***] FOIA Confidential Treatment Requested by Fuel Systems Solutions, Inc. 001-32999 pursuant to 17 C.F.R. §200.83 Cecilia Blye, Chief, Office of Global Security Risk United States Securities and Exchange Commission 100 F Street, N.E. Washington, D

- FORM S-8

FORM S-8 As filed with the Securities and Exchange Commission on May 30, 2012 Registration No.

Submission of Matters to a Vote of Security Holders

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): May 23, 2012 FUEL SYSTEMS SOLUTIONS, INC.

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DC12191.pdf - Converted by SEC Publisher 4.2, created by BCL Technologies Inc., for SEC Filing May 4, 2012 VIA EDGAR Mr. Pradip Bhaumik United States Securities and Exchange Commission Office of Global Security Risk 100 F Street, NE Washington, DC 20549 Re: Fuel Systems Solutions, Inc. Form 10-K for the Fiscal Year Ended December 31, 2011 Filed March 8, 2012 File No. 001-32999 Dear Mr. Bhaumik: Re

Results of Operations and Financial Condition - Q1 2012 RESULTS

UNITED STATES 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): May 3, 2012 FUEL SYSTEMS SOLUTIONS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Fuel Systems Solutions Reports First Quarter 2012 Results First Quarter Revenue of $97.4 Million Loss per Share of $0.06

DC12183.pdf - Converted by SEC Publisher 4.2, created by BCL Technologies Inc., for SEC Filing Fuel Systems Solutions Reports First Quarter 2012 Results First Quarter Revenue of $97.4 Million Loss per Share of $0.06 NEW YORK, N.Y., May 3, 2012 - Fuel Systems Solutions, Inc. (Nasdaq: FSYS) reported results for its first quarter ended March 31, 2012. Mariano Costamagna, Fuel Systems’ CEO, said, “Our

- DEFINITIVE PROXY STATEMENT

Definitive Proxy Statement Table of Contents United States Securities and Exchange Commission Washington, D.

- NOTICE OF INTERNET AVAILABILITY

Notice of Internet Availability United States Securities and Exchange Commission Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Results of Operations and Financial Condition - FOURTH QUARTER AND YEAR END 2011 RESULTS

UNITED STATES 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): March 8, 2012 FUEL SYSTEMS SOLUTIONS, INC.

Fuel Systems Solutions Reports Fourth Quarter and Year End 2011 Results Fourth Quarter Revenue of $111.0 Million and EPS of $0.07 Full Year 2011 Revenue of $418.1 Million and EPS of $0.26

DC12039.pdf - Converted by SEC Publisher 4.2, created by BCL Technologies Inc., for SEC Filing Fuel Systems Solutions Reports Fourth Quarter and Year End 2011 Results Fourth Quarter Revenue of $111.0 Million and EPS of $0.07 Full Year 2011 Revenue of $418.1 Million and EPS of $0.26 NEW YORK, N.Y., March 8, 2012 - Fuel Systems Solutions, Inc. (Nasdaq: FSYS) reported results for its fourth quarter a

Ratios of Earnings to Fixed Charges

Computation of Ratios to Fixed Charges EXHIBIT 12.1 Ratios of Earnings to Fixed Charges We present below our ratios of earnings to fixed charges. Earnings available to cover fixed charges consist of income before income taxes, equity share in income of unconsolidated affiliates and extraordinary gain plus fixed charges. Fixed charges consist of interest expense and the portion of rental expense we

State or province where registered/organized

EXHIBIT 21.1 Fuel Systems Solutions, Inc. Significant Subsidiaries of Fuel Systems Solutions, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware. Name of subsidiary Jurisdiction State or province where registered/organized IMPCO Technologies, Inc. United States Delaware Impco Technologies Pty. Ltd. Australia Victoria Impco Technol

Director Compensation Policy

Exhibit 10.14 Director Compensation Policy The current payment structure is as follows for our independent directors: • $20,000 one-time restricted stock grant to new non-employee Board members vesting in three equal annual installments (subject to continued service as a director, other than due to death or disability); • $10,000 cash to each non-employee Board member as one-third of the annual di