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~~July 1612, 2016

QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC.

(Exact name of registrant as specified in its charter)




DE	000-49629	33-0933072
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

25242 Arctic Ocean Drive, Lake Forest, CA 92630

(Address of principal executive offices) (Zip Code)

(949) 399-4500

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 71.0102 ~~Regulation~~Termination FDof ~~Disclosure~~a Material Definitive Agreement

As previously reported in a Current Report filed on Form 8-K filed with the SEC on March 23, 2016, Quantum Fuel Systems Technologies Worldwide, Inc. (the “Company”) filed a voluntary petition for relief (the “Bankruptcy Petition) under chapter 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Central District of California (the “Bankruptcy Court”). The ~~Company~~information ~~will~~set ~~continue~~forth tobelow ~~manage its properties and operate its business as debtors-in-possession~~ under ~~the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Court and orders of the Bankruptcy Court~~Item 2.01 ~~Through~~is ~~the~~hereby ~~Chapter~~incorporated 11by ~~case,~~reference ~~the~~into ~~Company~~this ~~seeks to implement a sale of substantially all assets of the Company pursuant to section 363(b) of the Bankruptcy Code (the “363 Sale”)~~Item 1.02.

OnItem ~~June 16, 2016, the Company filed its monthly operating report (the “Monthly Operating Report”) for the month ended May 31, 2016 with the Bankruptcy Court~~2. ~~The~~01 Completion ~~Monthly~~of ~~Operating~~Acquisition ~~Report~~or isDisposition ~~furnished~~of ~~as Exhibit 99~~Assets.1 ~~to this Current Report on Form 8-K and is incorporated herein by reference.~~

~~The~~As ~~information~~previously ~~contained~~reported in ~~this~~a Current Report on Form 8-K ~~shall~~filed ~~not~~by bethe ~~deemed~~Company on March 23, 2016 (the Prior 8-K), Quantum Fuel Systems Technologies Worldwide, Inc. (the “~~filed~~Company”) ~~for~~filed ~~purposes~~a ofvoluntary petition for relief (the ~~Securities~~“Bankruptcy ~~Exchange~~Petition) ~~Act~~under chapter 11 of ~~1934,~~the asUnited ~~amended~~States Code (the “~~Exchange~~Bankruptcy ~~Act~~Code”) orin ~~otherwise~~the ~~subject~~United toStates Bankruptcy Court for the ~~liabilities~~Central District of ~~that~~California ~~section,~~(the ~~nor~~“Bankruptcy ~~shall~~Court”). The itCompany bewill ~~deemed~~continue ~~incorporated~~to bymanage ~~reference~~its inproperties ~~any~~and ~~filing~~operate its business as debtors-in-possession under the ~~Securities~~jurisdiction ~~Act~~of the Bankruptcy Court and in accordance with the applicable provisions of ~~1933,~~the asBankruptcy ~~amended,~~Court orand orders of the ~~Exchange~~Bankruptcy ~~Act~~Court. Through the Chapter 11 case, ~~except~~the asCompany ~~shall~~seeks beto ~~expressly~~implement ~~set~~a ~~forth~~sale byof ~~specific~~substantially ~~reference~~all inassets ~~such~~of ~~filing~~the Company pursuant to section 363(b) of the Bankruptcy Code (the “363 Sale”).

~~Cautionary~~ ~~Note~~In ~~Regarding~~addition, as previously disclosed by the ~~Monthly~~Company ~~Operating~~in a Current Report on Form 8-K filed by the Company on April 25, 2016, the Company entered into that certain Asset Purchase Agreement (the “Asset Purchase Agreement”), dated as of April 8, 2016 with Douglas Acquisitions, LLC, The K&M Douglas Trust and The Douglas Irrevocable Descendant’s Trust (collectively, the “Purchasers”), as amended (the "Asset Purchase Agreement"), pursuant to which, subject to the terms and conditions of the Asset Purchase Agreement, the Purchasers agreed to purchase substantially all of the assets of the Company, and assume certain specified liabilities, including certain trade payables and specified employee benefits (the “Asset Sale”).

The ~~Company~~closing ~~cautions~~of ~~investors~~the ~~and~~Asset ~~potential~~Sale ~~investors~~contemplated ~~not~~under ~~to place undue reliance upon~~ the ~~information~~Asset ~~contained~~Purchase inAgreement ~~the~~occurred ~~Monthly~~on ~~Operating~~July ~~Report~~12, ~~which~~2016. ~~was~~The ~~not~~Asset ~~prepared~~Sale ~~for~~was ~~the~~conducted ~~purpose~~pursuant ofto ~~providing~~ the ~~basis~~provisions ~~for an investment decision relating to any securities~~ of ~~the~~Sections ~~Company. The Monthly Operating Report is limited in scope~~105, ~~covers~~363 ~~a limited time period~~ and ~~has~~365 ~~been prepared solely for the purpose~~ of ~~complying with~~ the ~~monthly~~Bankruptcy ~~reporting~~Code ~~requirements applicable in the Chapter 11 case~~ and isapproved inby ~~a format acceptable to~~ the ~~U.S.~~Bankruptcy ~~Trustee~~Court. The Company isreceived ~~not~~total ~~required~~consideration toof ~~publicly~~approximately ~~update~~$25.3, ~~the~~of ~~Monthly~~which ~~Operating~~approximately ~~Report~~$20.5 tomillion ~~reflect~~was ~~more~~paid ~~current~~in ~~facts or estimates or~~ the ~~occurrence~~form of ~~future~~a ~~events,~~“credit ~~including~~bid” if(as ~~the~~defined ~~facts,~~within ~~estimates~~the ~~and~~meaning ~~assumptions~~of ~~upon~~Section 363(k) ~~which~~of the ~~Monthly~~Bankruptcy ~~Operating~~Code) ~~Report~~for isall ~~based~~of ~~are~~the ~~erroneous.~~outstanding ~~The~~obligations ~~Monthly~~owed ~~Operating~~by ~~Report~~the ~~was~~Company ~~not~~to ~~audited~~the orPurchasers ~~reviewed~~under bysenior ~~independent~~secured ~~accountants,~~convertible ~~was~~promissory ~~not~~notes ~~prepared~~and inthat ~~accordance~~certain ~~with~~Super-Priority ~~generally accepted accounting principles~~ Debtor-in-Possession ~~the~~Credit ~~United States~~Agreement, isdated inas aof ~~format~~March 22, ~~prescribed~~2016, bybetween ~~applicable~~Douglas ~~bankruptcy laws~~Acquisitions, ~~and~~LLC ~~is subject to future adjustment~~ (~~which~~the ~~may~~“DIP ~~be material~~Lender”) and ~~reconciliation.~~the ~~There~~Debtors ~~can~~(the be“DIP noFinancing ~~assurance~~Agreement”). ~~that~~In addition, ~~from~~ the ~~perspective~~Buyer ofassumed anspecified ~~investor~~liabilities orand ~~potential~~employee ~~investor~~benefits inof the ~~Company’s~~Debtor ~~securities,~~as ~~the~~set ~~Monthly~~forth ~~Operating~~in ~~Report~~the isAsset ~~complete~~Purchase Agreement. The ~~Monthly~~DIP ~~Operating~~Financing ~~Report~~Agreement ~~also~~was ~~contains~~terminated ~~information~~upon ~~for periods which are shorter or otherwise different from those required in~~ the ~~Company’s~~closing ~~reports~~of ~~pursuant to~~ the ~~Exchange~~Asset ~~Act~~Sale and ~~such~~concurrently ~~information~~therewith ~~might~~the ~~not~~DIP beLender ~~indicative~~released ofall ~~the~~liens ~~Company’s~~and ~~financial~~security ~~condition~~interests oragainst ~~operating results for~~ the ~~period~~Debtors that ~~would~~were begranted ~~reflected~~ in ~~the~~connection ~~Company’s~~with ~~financial statements or in its reports pursuant to~~ the ~~Exchange~~DIP ~~Act. Results~~Financing ~~set forth in the Monthly Operating Report should not be viewed as indicative of future results~~Agreement.

~~Other~~Item ~~Cautionary~~2.05 Costs ~~Statements~~Associated with Exit or Disposal Activities

The ~~Company’s~~disclosures ~~shareholders are cautioned that trading~~ in ~~the~~Item 2.01 ~~Company’s common stock during the pendency~~ of ~~the~~this ~~Chapter~~Form 118-K ~~Case~~are isincorporated ~~highly~~herein ~~speculative and involves substantial risks. Trading prices for the Company’s common stock may bear little or no relationship to the actual recovery, if any,~~ by ~~shareholders in the Company’s Chapter 11 case~~reference. ~~Accordingly,~~ ~~the Company urges extreme caution with respect to existing and future investments in its common shares.~~

IfThe ~~sufficient~~Company ~~funds~~is ~~are~~currently ~~not~~unable ~~generated~~in bygood ~~the~~faith ~~sale~~to ~~process~~make ora ~~any~~determination ~~Chapter~~of ~~11plan~~an inestimate ~~excess~~ of ~~secured~~the ~~claims,~~amount ~~priority~~or ~~claims~~range ~~and general unsecured claims, the holders~~ of ~~the~~amounts ~~Company’s~~expected ~~common~~to ~~stock~~be ~~might~~incurred ~~receive~~in noconnection ~~distribution~~with onthe ~~account~~Section 363 ofSale ~~their interests~~ and, in the ~~event of a~~ Chapter 11 ~~liquidation plan~~Proceeding, ~~their~~both ~~existing~~with ~~common~~respect ~~stock~~to ~~may~~each bemajor ~~cancelled.~~type ~~If certain requirements~~ of ~~the~~cost ~~Bankruptcy~~associated ~~Code~~therewith ~~are~~and ~~met,~~with arespect ~~liquidation~~to ~~plan can be confirmed notwithstanding its rejection by~~ the ~~Company’s~~total ~~equity~~cost, ~~security~~or ~~holders~~an ~~and~~estimate ~~notwithstanding~~of the ~~fact~~amount ~~that such equity security holders do not receive~~ or ~~retain~~range ~~any~~of ~~property~~amounts orthat ~~other~~will ~~value~~result in ~~respect~~future ofcash ~~their~~expenditures ~~equity~~from ~~interests.~~such transactions

Exhibit No.	Description
99.1	Monthly Operating Report for the month ended May 31, 2016.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) In connection with the closing of the Asset Sale and in anticipation of the winding down of the Debtors’ affairs, effective July 12, 2016, each of W. Brian Olson, Jonathan Lundy, Dr. G. Scott Samuelsen, Paul E.

Grutzner and Carl E. Sheffer resigned from the board of directors of the Company. Also in connection with the closing of the Asset Sale and in anticipation of the winding down of the Debtors’ affairs, the employment of the following officers of the Company was terminated effective July 12, 2016: W. Brian Olson, President and CEO, Mark Arold, Vice President of Operations, and Kenneth R. Lombardo, General Counsel and Corporate Secretary, and the employment of Bradley J. Timon, Chief Financial Officer was terminated effective July 10, 2016.

(c) On July 12, 2016, Nishant Machado, the Company’s Chief Restructuring Officer, was appointed to serve as the sole member of the Company’s board of directors during the winding down process.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective upon the closing of the Asset Sale, on July 12, 2016, the Board of Directors of the Company amended the Bylaws of the Company to fix the number of directors to serve on the Company’s board of directors at one (1).

In addition, on July 12, 2016, the Company filed with the Delaware Secretary of State a Certificate of Amendment of Restated Certificate of Incorporation of Quantum Fuel Systems Technologies Worldwide, Inc., a copy of which is attached hereto as Exhibit 3.1amending its Restated Certificate of Incorporation and changing the Company’s name to “QF Liquidation, Inc..”

The foregoing amendments to the Bylaws and Restated Certificate of Incorporation were made pursuant to Section 303 of the General Corporation Law of the State of Delaware and under an order by the Court in connection with the Chapter 11 Proceeding. Stockholder approval of the amendments was not required.

Item 8.01 Other Events

Management of the Company believes that there will be no value for common stockholders of the Company in the bankruptcy liquidation process. Stockholders of a company in chapter 11 generally receive value only if all claims of its secured and unsecured creditors are fully satisfied. The Company believes that the claims of its creditors will not be fully satisfied, even after completion of the Section 363 Sale or future sales of remaining assets, if any, in the liquidation process.

Cautionary Statements

The Debtor’s shareholders are cautioned that trading in the Debtor’s common stock during the pendency of the Chapter 11 Case is highly speculative and involves substantial risks. Trading prices for the Debtor’s common stock may bear little or no relationship to the actual recovery, if any, by shareholders in the Debtor’s Chapter 11 Case. Accordingly, the Debtor urges extreme caution with respect to existing and future investments in its common shares.

If sufficient funds are not generated by the sale process or any Chapter 11plan in excess of secured claims, priority claims and general unsecured claims, the holders of the Debtor’s common stock might receive no distribution on account of their interests and, in the event of a Chapter 11 liquidation plan, their existing common stock may be cancelled. If certain requirements of the Bankruptcy Code are met, a liquidation plan can be confirmed notwithstanding its rejection by the Debtor’s equity security holders and notwithstanding the fact that such equity security holders do not receive or retain any property or other value in respect of their equity interests.

In the Chapter 11 Case, the Debtor is required periodically to file various documents with, and provide certain information to, the Bankruptcy Court, including statements of financial affairs, schedules of assets and liabilities, monthly operating reports, and other financial information. Such materials will be prepared according to requirements of federal bankruptcy law. While they would be expected to accurately provide then-current

information required under federal bankruptcy law, such materials will contain information that may be unconsolidated and will generally be unaudited and prepared in a format different from that used in the Debtor’s consolidated financial statements filed with the SEC under the federal securities laws. Accordingly, the Debtor believes that the substance and format of such materials do not allow meaningful comparison with its publicly-disclosed consolidated financial statements. Moreover, the materials filed with the Bankruptcy Court are not prepared for the purpose of providing a basis for an investment decision relating to the Debtor’s securities or for comparison with other financial information filed with the SEC.

Item 9.01 – Financial Statements and Exhibits



Exhibit No.	Description
3.1	Certificate of Amendment to Restated Certificate of Incorporation.

24692518v1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC.
June 20, 2016	By:	/s/ Kenneth R. Lombardo
July 13, 2016	By:	/s/ Nishant Machado
		Kenneth R. Lombardo
		Nishant Machado
		General Counsel
		Chief Restructuring Officer

EXHIBIT INDEX

Exhibit No.		Description
99.1	Monthly Operating Report for the month ended May 31, 2016.
3.1	Certificate of Amendment to Restated Certificate of Incorporation.

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