-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Wwcwvjm3nTs2vxz2YwFEW/O6dTWoHqZCOhuzvsnEpJFOe05VI5Y/IYZ8wrUShH+J RFANaHkY0XBqkhBASu6Zdg== 0000950123-10-082761.txt : 20100831 0000950123-10-082761.hdr.sgml : 20100831 20100831172045 ACCESSION NUMBER: 0000950123-10-082761 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100825 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100831 DATE AS OF CHANGE: 20100831 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLEAN DIESEL TECHNOLOGIES INC CENTRAL INDEX KEY: 0000949428 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INORGANIC CHEMICALS [2810] IRS NUMBER: 061393453 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33710 FILM NUMBER: 101050752 BUSINESS ADDRESS: STREET 1: 10 MIDDLE STREET STREET 2: SUITE 1100 CITY: BRIDGEPORT STATE: CT ZIP: 06604 BUSINESS PHONE: 2034165290 MAIL ADDRESS: STREET 1: 10 MIDDLE STREET STREET 2: SUITE 1100 CITY: BRIDGEPORT STATE: CT ZIP: 06604 8-K 1 y86451e8vk.htm FORM 8-K e8vk
 
 
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 25, 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)
þ     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))
 
 


 

  2

ITEM 8.01. OTHER EVENTS
     On August 31, 2010, Clean Diesel Technologies, Inc. issued a press release, attached hereto as Exhibit 99.1 and incorporated by reference herein, describing its progress towards holding its annual meeting of stockholders, at which stockholders will be asked to approve the steps necessary to effect the previously announced combination of Clean Diesel with Catalytic Solutions, Inc.
ITEM 9.01 STATEMENTS AND EXHIBITS
     (d) Exhibits
         
Exhibit No.   Description of Exhibit
       
 
99.1      
Press Release dated August 31, 2010


 

 

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/    
    Charles W. Grinnell   
    Its: Corporate Secretary   
 
Dated: August 31, 2010


 

 

INDEX TO EXHIBITS
         
Exhibit No.   Description of Exhibit
       
 
99.1      
Press Release dated August 31, 2010
EX-99.1 2 y86451exv99w1.htm EX-99.1 exv99w1

 

Exhibit 99.1
Clean Diesel Technologies Releases Board Statement
BRIDGEPORT, Conn., Aug 31, 2010 (GlobeNewswire via COMTEX News Network) — Clean Diesel Technologies, Inc. (“CDTI”) (Nasdaq:CDTI), a cleantech emissions reduction company providing sustainable solutions to reduce emissions, announced that its Board of Directors had released the following statement:
“As has been previously announced, Clean Diesel is party to a merger agreement with Catalytic Solutions, Inc. Clean Diesel is moving diligently towards holding the annual meeting of its stockholders to approve the necessary steps to effect the merger, and for that purpose Clean Diesel has filed preliminary proxy materials with the U.S. Securities and Exchange Commission. When these materials are finalized, definitive proxy materials will be disseminated to all stockholders. We believe these materials will fully explain why the board is committed to this course of action and believes it is in the best interest of Clean Diesel and its stockholders.
“The board is aware that a group of stockholders is seeking to call a special meeting of Clean Diesel stockholders and for that purpose is soliciting signatures on a demand letter. The board believes that the annual meeting will be an appropriate place to consider the future course of Clean Diesel and requests that no action be taken until after its definitive proxy materials are disseminated.
“In connection with its upcoming annual meeting, Clean Diesel plans to file definitive proxy materials with the Securities and Exchange Commission. CLEAN DIESEL STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT WHEN IT IS AVAILABLE BECAUSE IT CONTAINS IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of the proxy statement and other material (when available) and any other documents that may be filed by Clean Diesel with the Securities and Exchange Commission in connection with the annual meeting at the Securities and Exchange Commission’s web site at www.sec.gov. Stockholders of Clean Diesel may also obtain free copies of the proxy statement and other documents filed by Clean Diesel in connection with the annual meeting by directing a request to: 10 Middle Street, Suite 1100, Bridgeport, CT 06604, Attention: Secretary.
“Under applicable regulations of the Securities and Exchange commission, Clean Diesel and its directors and executive officers may be deemed to be participants in the solicitation of proxies from Clean Diesel’s stockholders in favor of the proposals to be presented by Clean Diesel at the Annual Meeting of Stockholders. Information about these directors and executive officers, including their beneficial ownership in Clean Diesel, will be included in the proxy statement that Clean Diesel plans to file with the Securities Exchange Commission.”
About Clean Diesel Technologies, Inc.
Clean Diesel Technologies is a cleantech company providing sustainable solutions to reduce emissions, increase energy efficiency and lower the carbon intensity of on- and off-road engine applications. Clean Diesel’s patented technologies and products allow manufacturers and operators to comply with increasingly strict regulatory emissions and air quality standards, while also improving fuel economy and power.
The Company’s solutions significantly reduce emissions formed by the combustion of fossil fuels and biofuels, including particulate matter (PM), nitrogen oxides (NOx), carbon monoxide (CO) and hydrocarbons (HC) — without increasing secondary emissions, such as nitrogen dioxide (NO2). As a result, they are effective for: OEMs, Tier 1 suppliers and retrofit providers; businesses seeking solutions and expertise upon entering the emissions control market; operators requiring compliant emissions solutions; fuel, biofuel and additive suppliers seeking low emissions and energy efficient products; and regulators creating public policy. Clean Diesel’s solutions, therefore, are ideal for on-road vehicles and applications in a wide range of industries, including construction, mining, agriculture, port/freight handling, locomotive, marine and power generation. Clean Diesel develops and manages intellectual property from original concept to full-scale commercial deployment. Building on almost 200 granted and pending patents, its offerings include ARIS(R) selective catalytic reduction (SCR); the patented combination of SCR and exhaust gas recirculation (EGR); hydrocarbon injection for emissions control applications; Platinum Plus(R) Fuel-Borne Catalyst (FBC); the Purifier™ family of particulate filter systems; and its wire mesh particulate filter technologies. The Company was founded in 1995 and is headquartered in Bridgeport, Connecticut. A wholly-owned subsidiary, Clean Diesel International, LLC is based in London, England.
For more information, please visit www.cdti.com.
Safe Harbor
Certain statements in this news release constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known or unknown risks, including those detailed in the company’s filings with the U.S. Securities and Exchange Commission, uncertainties and other factors which may cause the actual results, performance or achievements of the company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. This news release was


 

 

distributed by GlobeNewswire, www.globenewswire.com
SOURCE: Clean Diesel Technologies, Inc.
CONTACT: Clean Diesel Technologies, Inc.
John Wynne, Vice President, Treasurer
and Interim Chief Financial Officer
(203) 416-5290
jwynne@cdti.com

 

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