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DE
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33-0933072
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(State or other jurisdiction of
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(IRS Employer
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incorporation)
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Identification No.)
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[ ] 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))
J.P. Turner & Company, LLC ("JP Turner") served as the exclusive placement agent in the Offering, and in consideration for its services received (i) an aggregate cash fee of approximately $878,248, (ii) a concession warrant with a term of seven years to purchase up to 307,250 shares of common stock ("First Concession Warrant") at an exercise price of $3.85 per share, (iii) a second concession warrant ("Second Concession Warrant") with a term of seven years to purchase up to 12,261 shares of common stock at $3.90 per share, and (iv) a retainer warrant with a term of seven years to purchase up to 450,000 shares of common stock ("Retainer Warrant" and, collectively with the First Concession Warrant and Second Concession Warrant, the "Placement Agent Warrants") at an exercise price of $3.12 per share. The Placement Agent Warrants have identical terms with the exception of the exercise price per share. The Placement Agent Warrants cannot be exercised for a period of six months from the date of issuance, contain a cashless exercise feature and standard anti-dilution provisions. The foregoing description of the Placement Agent Warrants is qualified by reference to the complete terms of such warrants, the form of which was filed with the Prior 8-K as Exhibit 10.3 and is incorporated herein by reference.
The Company, the Investors and the Placement Agent also entered into a Registration Rights Agreement pursuant to which the Company agreed to file a registration statement within 30 calendar days of the final closing of the Offering (the "Required Filing Date") to register the resale of the shares of common stock acquired by the Investors, and to register the resale of the shares issuable upon exercise of the Investor Warrants and the Placement Agent Warrants. The Company also agreed to use its best efforts to cause the registration statement to be declared effective within 60 days of the Required Filing Date (the "Required Effective Date"). In the event the Company fails to file the registration statement by the Required Filing Date, then the Company is obligated to immediately pay the Investors as compensation for such delay an amount equal to 1.5% of the gross proceeds received from the Offering. If the registration statement is not declared effective by the Required Effective Date, then the Company is obligated to pay the Investors as compensation for such delay an amount equal to 1.5% of the gross proceeds from the Offering for each 30-day period, or portion thereof, until the registration statement is declared effective; provided, however, the maximum aggregate amount that the Company is obligated to pay the Investors under the Registration Rights Agreement cannot, under any circumstances, exceed 12% of the gross proceeds from the Offering. The foregoing description of the Registration Rights Agreement is qualified by reference to the complete terms of such agreement, the form of which was filed with the Prior 8-K as Exhibit 10.5 and is incorporated herein by reference.
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QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC.
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Date: June 29, 2011
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By:
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/s/ W. Brian Olson
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W. Brian Olson
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Chief Financial Officer
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