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EX-3 - Fuel Systems Solutions, Inc.rrd391943_40024.htm
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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.

   

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

 

001-32999
(Commission File Number)

 

20-3960974
(IRS Employer Identification No.)

         

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

10017
(Zip Code)

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

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

 

 

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

     [] 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 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

On October 2, 2013, the Board of Directors (the "Board") of Fuel Systems Solutions, Inc. (the "Company") approved an amendment to the By-Laws of the Company, effective on such date, to re-designate Article 9 as Article 10 and add a new Article 9 that provides that, unless the Company consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director or officer or other employee of the Company to the Company or the Company's stockholders, (iii) any action asserting a claim against the Company or any director or officer or other employee of the Company arising pursuant to any provision of the Delaware General Corporation Law or the Company's Certificate of Incorporation or By-Laws (as either may be amended from time to time), or (iv) any action asserting a claim against the Company or any director or officer or other employee of the Company governed by the internal affairs doctrine shall be a state court located within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware). The amendment further provides that any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Company shall be deemed to have notice of and consented to the foregoing provision. In addition, effective on such date, the Board also approved an amendment to Article 9 (now re-designated as Article 10) of the By-Laws of the Company eliminating the requirement that two days' advance notice be given to the Board for any Board meeting where the By-Laws are to be amended, added to, rescinded or repealed.

The foregoing summary of the By-Law amendments is qualified in its entirety by reference to the text of the By-Laws, as amended through October 2, 2013. The By-Laws, as amended through October 2, 2013, and a copy marked to show changes from the prior By-Laws are attached hereto as Exhibits 3.1 and 3.2, respectively, and are incorporated by reference herein.

ITEM 9.01.   FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

3.1 By-Laws of Fuel Systems Solutions, Inc., as amended through October 2, 2013.

3.2 By-Laws of Fuel Systems Solutions, Inc., marked to show amendments effective as of October 2, 2013.

 

 

 

 

 

SIGNATURE

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

 

FUEL SYSTEMS SOLUTIONS, INC.

 

Dated: October 2, 2013

By: __/s/ Pietro Bersani______________
Pietro Bersani

Chief Financial Officer