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): February 12, 2016 (February 12, 2016)
CLEAN DIESEL TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Charter)
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DELAWARE |
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001-33710 |
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06-1393453 |
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(State or Other Jurisdiction |
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(Commission |
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(I.R.S. Employer |
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1621 FISKE PLACE |
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93033 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
(805) 639-9458
(Registrants 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:
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 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.
On February 12, 2016, the Company filed with the Secretary of State of Delaware a Certificate of Amendment to the Restated Certificate of Incorporation (the “Amendment”) which increased the number of authorized shares from 24,100,000 shares to 100,000,000 shares, Ninety Nine Million Nine Hundred Thousand (99,900,000) of which are designated as Common Stock and One Hundred Thousand (100,000) of which are designated as preferred stock. A copy of the Amendment is attached as Exhibit 3.1 and is incorporated into this Item 5.03 by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The special meeting of stockholders of the Company was held on February 12, 2016. At the meeting, the Company’s stockholders voted on the following proposal. The proposal is described in detail in the Company’s definitive proxy statement with respect to the special meeting filed with the Securities and Exchange Commission on January 4, 2016.
1. To approve an amendment to our Restated Certificate of Incorporation to increase the number of authorized shares from 24,100,000 shares to 100,000,000 shares.
Set forth below are the number of votes cast for or against, the number of abstentions and the number of broker non-votes.
1. To approve an amendment to our Restated Certificate of Incorporation to increase the number of authorized shares from 24,100,000 shares to 100,000,000 shares.
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Number of Votes Cast |
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For |
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Against |
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Abstain |
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Broker Non-Vote |
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10,127,785 |
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2,417,844 |
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110,580 |
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number |
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Description of Exhibits |
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3.1 |
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Certificate of Amendment to the Restated Certificate of Incorporation of Clean Diesel Technologies, Inc. |
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.
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CLEAN DIESEL TECHNOLOGIES, INC. | |
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February 12, 2016 |
By: |
/s/ David E. Shea |
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Name: David E. Shea |
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Title: Chief Financial Officer |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE
RESTATED CERTIFICATE
OF INCORPORATION
OF
CLEAN DIESEL TECHNOLOGIES, INC.
Clean Diesel Technologies, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), hereby does certify:
FIRST: The name of the corporation is Clean Diesel Technologies, Inc. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of Delaware on January 19, 1994. A Restated Certificate of Incorporation was filed with the Secretary of State of Delaware on March 21, 2007 (the “Restated Certificate”). A Certificate of Amendment to the Restated Certificate was filed with the Secretary of State of Delaware on June 15, 2007. A second Certificate of Amendment to the Restated Certificate was filed with the Secretary of State of Delaware on October 14, 2010. A third Certificate of Amendment to the Restated Certificate of Incorporation was filed with the Secretary of State of Delaware on May 23, 2012.
SECOND: That the Board of Directors of the Corporation on December 9, 2015 duly adopted resolutions setting forth a proposed amendment of the Restated Certificate, as heretofore amended, declaring said amendment to be advisable and in the best interests of the Corporation, and authorizing the distribution of a resolution to the stockholders of the Corporation for consideration thereof.
THIRD: That a majority of the stockholders of the Corporation entitled to vote thereon, at the special meeting of the shareholders held on February 12, 2016, voted to authorize said amendment in accordance with the provisions of Section 211 of the General Corporation Law of the State of Delaware.
FOURTH: That the said amendment was duly adopted in accordance with the applicable provisions of Sections 211, 222 and 242 of the General Corporation Law of the State of Delaware. The Restated Certificate is hereby amended as follows:
The introductory paragraph of Article 4 is hereby deleted in its entirety and replaced with the following:
“4. The Corporation shall have authority to issue the total number of One Hundred Million (100,000,000) Shares of the par value of $0.01 per share, amounting in the aggregate to One Million Dollars ($1,000,000), and of such shares, Nine Hundred Ninety-Nine Million Nine Hundred Thousand (999,900,000) shall be designated as Common Stock and One Hundred Thousand (100,000) shall be designated as preferred stock.”
FIFTH: The Restated Certificate is hereby ratified and confirmed in all other respects.