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):  05/20/2011
 
QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC.
(Exact name of registrant as specified in its charter)
 
Commission File Number:  0-49629
 
DE
  
33-0933072
(State or other jurisdiction of
  
(IRS Employer
incorporation)
  
Identification No.)
 
17872 Cartwright Road, Irvine, CA 92614
(Address of principal executive offices, including 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:

[  ]   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 3.02.    Unregistered Sales of Equity Securities
 
On each of May 12, 2011 and May 17, 2011, the Company's senior lender demanded payment of $500,000 (for an aggregate demand of $1,000,000) of principal due under the promissory note referred to in the Company's financial statements and notes to financial statements as "Term Note B." The Company exercised its contractual right to satisfy the payment demands in shares of its common stock and delivered 108,954 shares on May 25, 2011, in payment of the demand made on May 12, 2011, and will deliver 128,320 shares on May 31, 2011, in payment of the demand made on May 17, 2011.

The shares issued by the Company to its senior lender were issued to an accredited investor in a transaction exempt from Registration pursuant to Section 4(2) of the Securities Act of 1933. The transactions did not involve a public offering, were made without general solicitation or advertising, and there were no underwriting commissions or discounts.

 

 

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.
 
 
Date: May 26, 2011
     
By:
 
/s/    W. Brian Olson

               
W. Brian Olson
               
Chief Financial Officer