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~~June 311, 2016

FUEL SYSTEMS SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-32999	20-3960974
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


780 Third Avenue 25th Floor, New York, NY		10017
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (646) 502-7170

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

~~ITEM~~Item 52.0701 ~~SUBMISSION~~Completion OFof ~~MATTERS~~Acquisition TOor ADisposition ~~VOTE~~of ~~OF SECURITY HOLDERS~~Assets.

~~The~~On ~~Special~~June 1, ~~Meeting~~2016 ~~of Stockholders~~ (the “~~Special~~Closing ~~Meeting~~Date”), ofWestport Fuel Systems ~~Solutions,~~ Inc. (~~the~~formerly known as Westport Innovations Inc.) (“~~Company~~Westport”) ~~was~~completed ~~held~~its atpreviously ~~12:00~~announced ~~p.m.,~~acquisition ~~Eastern~~of ~~Time,~~Fuel onSystems ~~Tuesday~~Solutions, ~~May 31,~~Inc. ~~2016~~(“Fuel atSystems”). ~~the~~Pursuant ~~offices~~to the terms of ~~Day~~the ~~Pitney~~previously ~~LLP,~~announced 7Agreement ~~Times~~and ~~Square,~~Plan ~~20th~~of ~~Floor~~Merger, ~~New~~dated ~~York~~September 1, ~~New~~2015, ~~York 10036~~as amended by Amendment No. As1 ofthereto, ~~April~~dated March 296, 2016, (the ~~record~~“Merger ~~date~~Agreement”) ~~for~~by ~~the~~and ~~Special~~among ~~Meeting~~Fuel Systems, ~~there~~Westport, ~~were~~and 18Whitehorse Merger Sub Inc. (“Merger Sub”),~~094~~ Merger Sub merged with and into Fuel Systems,~~043~~ ~~shares~~with ofFuel ~~common~~Systems ~~stock~~continuing ~~issued~~as ~~and~~the ~~outstanding. A~~surviving ~~quorum~~corporation of(the ~~14,260,026~~“Merger”). ~~shares~~As a result of ~~common~~the ~~stock~~Merger, ~~was~~Fuel ~~present~~Systems orbecame ~~represented~~a atwholly ~~the~~owned, ~~Special~~direct ~~Meeting~~subsidiary of Westport.

~~The~~On ~~stockholders~~the ~~voted~~Closing onDate, at the ~~following~~effective ~~proposals~~time of the Merger (the “Effective Time”), each share of Fuel Systems common stock issued and ~~cast~~outstanding ~~their~~immediately ~~votes~~prior to the Effective Time (other than outstanding shares held by Fuel Systems as ~~follows:~~treasury stock, by any wholly owned Fuel Systems subsidiary, by Westport or by any of its wholly owned subsidiaries, which were canceled for no consideration), was automatically converted into the right to receive 2.4755 Westport common shares (the “Merger Consideration”). All shares of Fuel Systems common stock, when so converted, will no longer be outstanding and will automatically be cancelled and retired and shall cease to exist. No fractional Westport common shares were issued in the merger and holders of shares of Fuel Systems’ common stock received cash in lieu of any fractional Westport common shares.

1.In ~~Stockholders~~addition, ~~approved~~at the ~~merger~~Effective ~~and~~Time, ~~adopted~~pursuant to the ~~merger~~terms ~~agreement~~of the Merger Agreement, ~~dated~~(i) each Fuel Systems option and Fuel Systems phantom share outstanding as of ~~September 1,~~the ~~2015,~~Effective byTime were automatically cancelled and ~~among~~forfeited ~~Westport~~for ~~Innovations~~no consideration without any further action on the part of the holder of such Fuel Systems option or Fuel Systems ~~Inc.~~phantom share, ~~Whitehorse~~and ~~Merger~~(ii) each ~~Sub~~Fuel ~~Inc.~~Systems restricted stock unit and ~~the~~restricted ~~Company,~~stock aswas ~~amended~~assumed by ~~amendment~~Westport ~~no.~~and 1will ~~thereto~~continue to have the same terms and conditions (including applicable restrictions and vesting terms), ~~dated~~except ~~March~~that 6each such Fuel Systems restricted stock unit will be converted into a number of Westport restricted stock units, ~~2016~~and each such Fuel Systems such restricted stock will be converted into a number of Westport restricted stock, both as ~~set~~adjusted ~~forth~~for ~~below:~~the Exchange Ratio.

Votes For		Votes Against		Abstentions		Broker Non-Votes
10,494,487		3,745,867		19,672		-

The description of the Merger Agreement and the Merger in this Current Report on Form 8-K does not purport to be complete and is subject, and qualified in its entirety by reference, to the full text of the Agreement and Plan of Merger, dated September 1, 2015, and Amendment No. 1 thereto, dated March 6, 2016, which are attached as Exhibit 2.1 to Fuel Systems’ Current Reports on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on September 2, 2015 and March 7, 2016, respectively, and incorporated herein by reference.

2Item 3.01 ~~Stockholders~~Notice ~~approved amendments to awards~~ of ~~restricted~~Delisting ~~stock~~or ~~issued~~Failure to ~~the~~Satisfy ~~Company’s~~a ~~non-employee directors~~Continued ~~providing~~Listing ~~that~~Rule ~~the vesting date shall be the earlier of the vesting date set forth in the award~~ or aStandard; ~~change~~Transfer ~~in control~~ of ~~the Company, as set forth below:~~ Listing.

Votes For		Votes Against		Abstentions		Broker Non-Votes
11,157,175		3,049,492		53,359		-

Prior to the Effective Time, shares of Fuel Systems common stock were registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and listed on the Nasdaq Global Stock Market (“NASDAQ”) under the symbol “FSYS.” Trading on the NASDAQ in shares of Fuel Systems common stock was suspended before the opening of trading on June 2, 2016.

3.Upon ~~Stockholders~~Fuel ~~approved~~Systems’ request, onNASDAQ anfiled ~~advisory~~with ~~(non-binding)~~the ~~basis,~~SEC ~~payments~~a ~~that~~Notification ~~will~~of Removal from Listing and/or Registration ~~may~~on beForm ~~paid~~25 byto delist and deregister the ~~Company to~~shares ~~its~~of ~~named~~Fuel ~~executive~~Systems ~~officers~~common instock. ~~connection~~Fuel Systems currently intends to file a Form 15 with the ~~merger,~~SEC asto ~~set~~terminate ~~forth~~the ~~below:~~registration of shares of Fuel Systems common stock under the Exchange Act and suspend its reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Votes For		Votes Against		Abstentions		Broker Non-Votes
11,127,943		3,105,029		27,054		-

Item 3.03

Material Modification to Rights of Security Holders.

~~Since~~Upon ~~there~~the ~~were~~Effective ~~sufficient~~Time, ~~votes~~each holder ~~represented~~of atFuel ~~the~~Systems ~~Special~~common ~~Meeting~~stock toissued ~~approve~~and ~~the~~outstanding ~~merger~~immediately ~~and~~prior ~~adopt~~to the ~~merger~~Effective ~~agreement~~Time was cancelled, ~~the proposal~~retired and ceased to ~~adjourn~~have ~~the~~any ~~Special~~rights ~~Meeting~~with respect to ~~solicit~~such ~~additional~~common ~~proxies~~stock ~~was~~other ~~moot~~than ~~and~~the ~~therefore~~rights ~~not~~to ~~presented~~receive orthe ~~reported~~Merger onConsideration, including the right to receive cash in lieu of fractional Westport shares.

AThe ~~copy~~information ofset ~~the~~forth ~~press~~under ~~release issued~~Item 2.01 byhereof ~~the Company announcing that the stockholders approved the merger with Westport~~ is incorporated ~~included~~into asthis ~~Exhibit 99~~Item 3.103 ~~hereto~~by reference.

~~ITEM~~Item 95.01 ~~FINANCIAL~~Changes ~~STATEMENTS~~in ~~AND~~Control ~~EXHIBITS~~of Registrant.

~~(d)~~The ~~Exhibits~~information set forth under Item 2.01 hereof is incorporated into this Item 5.01 by reference.

Exhibit No.		Description of Exhibit
99.1		Press Release dated May 31, 2016.

Item 5.02

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

Pursuant to the terms of the Merger Agreement, at the Effective Time, the former directors of Fuel Systems ceased to be directors of Fuel Systems, and David Demers, Nancy Gougarty and Ashoka Achuthan became the directors of Fuel Systems. Also pursuant to the terms of the Merger Agreement, former Fuel Systems directors Mariano Costamagna, Colin Johnston, and Anthony Harris became directors of Westport.

In addition, on the Closing Date of the Merger, pursuant to the Second Amendment to his Retirement Agreement, dated April 30, 2016 (the “Retirement Agreement Amendment”), Mariano Costamagna retired as Chief Executive Officer of Fuel Systems. The full text of the Retirement Agreement Amendment is attached as Exhibit 10.1 to Fuel Systems’ Current Report on Form 8-K filed with the SEC on May 5, 2016 and is incorporated herein by reference.

Item 5.03

Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the Merger Agreement, at the Effective Time, the Amended and Restated Certificate of Incorporation and Amended Bylaws of Fuel Systems, as in effect immediately prior to the Effective Time, were amended and restated in their entirety as set forth in Exhibit 3.1 and Exhibit 3.2, respectively, and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)	Exhibits. The following exhibits are furnished as part of this current Report on Form 8-K:

3.1	Second Amended and Restated Certificate of Incorporation of Fuel Systems Solutions, Inc.

3.2	Amended and Restated Bylaws of Fuel Systems Solutions, Inc.

SIGNATURE

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

	FUEL SYSTEMS SOLUTIONS, INC.
	Fuel Systems Solutions, Inc.
Dated: May 31, 2016	By:	/s/ Pietro Bersani
Date: June 2, 2016	By:	/s/ Pietro Bersani
		Pietro Bersani
		Pietro Bersani Chief Financial Officer
		Chief Financial Officer

INDEX TO EXHIBITS


Exhibit No.		Description

3.1		Second Amended and Restated Certificate of Incorporation of Fuel Systems Solutions, Inc.

3.2		Amended and Restated Bylaws of Fuel Systems Solutions, Inc.

Filing Compare · Fuel Systems Solutions, Inc.