8-K

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): August 23, 2010

CLEAN DIESEL TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-33710	06-1393453
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Suite 1100, 10 Middle Street, Bridgeport, CT	06604
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number including area code: (203) 416-5290  

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:

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

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

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

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

Item 1.01 Entry into a Material Definitive Agreement.

Innovator Capital Letter

The Registrant entered into a Letter Agreement, dated August 23, 2010 (the “Letter Agreement”), with Innovator Capital Limited, a financial services company based in London, England (“Innovator”), to (i) extend the term of Innovator’s engagement until the close of business on September 30, 2010 and (ii) clarify the Registrant’s fee arrangements with Innovator in the context of the proposed merger transaction (the “Merger”) with Catalytic Solutions, Inc. (“CSI”). Pursuant to the Letter Agreement, Innovator will receive the following remuneration for services rendered in connection with the Merger as, if and when completed: (i) the cash amount of $500,000.00 less monthly retainer fees paid to Innovator by the Registrant and (ii) 194,486 shares of the Registrant’s common stock, $0.01 par value per share, prior to the contemplated reverse stock split related to the Merger. The clarifications set forth above are fully described in the Letter Agreement, a copy of which is attached as Exhibit 10.1 and is incorporated herein by reference. Mr. Mungo Park, Chairman of the Board of Directors of the Registrant, is also a principal and chairman of Innovator.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit		Description
	10.1	Letter Agreement, dated August 23, 2010, between Clean Diesel Technologies, Inc. and Innovator Capital, Ltd.

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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.

Clean Diesel Technologies, Inc.
By:	/s/ John B. Wynne, Jr.
	John B. Wynne, Jr.
	Its: Interim Chief Financial Officer, Vice President and Treasurer

Dated: August 25, 2010

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EXHIBIT INDEX

Exhibit
No.		Description
	10.1	Letter Agreement, dated August 23, 2010, between Clean Diesel Technologies, Inc. and Innovator Capital, Ltd.

EX-10.1

Exhibit 10.1

August 23, 2010

Mungo Park
Chairman
Innovator Capital, Ltd
4thFloor, 20 Deering Street
London W1S 1AJ U.K.

Dear Mungo:

The following is intended as a further amendment of the engagement letter between Innovator Capital, Ltd. (hereafter “you” or “your”) and Clean Diesel Technologies, Inc. (hereafter “we” or “our”) of 20 November 2009 (the “Engagement”). If you are in accord, kindly sign below where indicated.

1. We agree with you that the expiry date of the Engagement is extended until close of business on 30 September, 2010 with only the following amendment No. 2 below and otherwise by its terms as amended to date.

2. We agree with you that your remuneration for your role in the M&A Service under the Engagement, as amended, in connection with the proposed CSI merger transaction (the “Merger”) shall be, as, if and when completed, a) the cash amount of US$500,000.00 less monthly retainer fees paid and b) 194,486 shares of our Common Stock, par $0.01, prior to the contemplated reverse split related to the Merger.

Very truly yours,
Clean Diesel Technologies, Inc.
By:	/s/ Michael L. Asmussen
Name:	Michael L. Asmussen
Title:	President
By:	/s/ John B. Wynne
Name:	John B. Wynne
Title:	Interim CFO
Agreed to and Accepted this 23rd day of August, 2010
Innovator Capital, Ltd.
By:	/s/ Mungo Park
Name:	Mungo Park
Title:	Chairman