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, 2005
QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC.
(Exact Name of Registrant as Specified in its Charter)
| | | | |
| Delaware | | 0-49629 | | 33-0933072 |
(State or Other Jurisdiction of Incorporation or Organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
17872 Cartwright Road
Irvine, California 92614
(Address of Principal Executive Offices) (Zip Code)
(949) 399-4500
(Registrant’s telephone number, including area code)
(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:
| x | 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 8.01 Other Events.
On March 3, 2005 we issued a press release announcing that our stockholders approved the issuance of shares of Quantum common stock in exchange for the shares of Starcraft Corporation (“Starcraft”), pursuant to that certain Agreement and Plan of Merger, dated November 23, 2004, by and among us, Starcraft and our wholly-owned subsidiary, Quake Sub, Inc., an Indiana corporation. The Quantum stockholders also approved the amendment and restatement of Quantum’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of Quantum common stock to 100,000,000, eliminate its Series A class of common stock and reduce its Series B class of common stock to 2,000,000. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| | 99.1 | Press Release, dated March 3, 2005 |
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC. |
| | |
Date: March 3, 2005 | | By: | | /s/ W. Brian Olson
|
| | | | | W. Brian Olson |
| | | | | Chief Financial Officer |
EXHIBIT INDEX
| | |
Exhibit
| | Description
|
| 99.1 | | Press Release, dated March 3, 2005 (announcing stockholder vote) |
