-----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, EXaQZ0bxikjxwM6r8TYGaPv7/izEz+MqB1YWuk84J3TMlIaEyi3K+yP5Kgruza+v 7XuTdSx9t+Ftao+a+t5yrQ== 0001140361-06-001037.txt : 20060125 0001140361-06-001037.hdr.sgml : 20060125 20060125103651 ACCESSION NUMBER: 0001140361-06-001037 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060119 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060125 DATE AS OF CHANGE: 20060125 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: 000-27432 FILM NUMBER: 06548224 BUSINESS ADDRESS: STREET 1: 300 ATLANTIC ST STREET 2: STE 702 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033277050 MAIL ADDRESS: STREET 1: 300 ATLANTIC ST STREET 2: STE 702 CITY: STAMFORD STATE: CT ZIP: 06901 8-K 1 body.txt CLEAN DIESEL TECHNOLOGIES 8-K 01-19-2006 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): JANUARY 19, 2006. CLEAN DIESEL TECHNOLOGIES, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 000-27432 06-1393453 (State or other (Commission (IRS Employer Jurisdiction of File Number) Identification No.) Incorporation) SUITE 702, 300 ATLANTIC STREET STAMFORD CT 06901 (203) 327-7050 (Address and Telephone Number of Principal Executive Offices) 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 (See General Instruction A.2. below): [ ] 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 CFR240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4c under the Exchange Act (17 CFR240.13e-4 (c)) SECTION 5 - - CORPORATE GOVERNANCE AND MANAGEMENT ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. (b) James M. Valentine, formerly President and Chief Operating Officer of the Registrant, was released from his employment with, and resigned as an officer and director of, the Registrant on January 19, 2006. Pursuant to the terms of a Separation Agreement of January 20, 2006 and an Employment Agreement of September 12, 1997 (for a term commencing August 1, 1996), Mr. Valentine is entitled to salary continuation at the rate of $27,037.50 monthly and benefits for a period of up to one year. Also, pursuant to the terms of his outstanding option agreements, Mr. Valentine may acquire for up to five years up to 470,719 shares of the Registrant's common stock at exercise prices ranging from $0.90 to $4.625 per share. Further details of Mr. Valentine's Separation and Employment Agreements may be found in exhibits 99.1 and 99.2 to this Report. ITEM 8.01 OTHER EVENTS. On January 23, 2006 the Registrant issued the press release attached as Exhibit 99.3 to this Report which describes certain other changes in the Registrant's management responsibilities not involving the departure of officers or the appointment of new officers or any changes in compensation. In addition, the position of Chief Operating Officer was eliminated. SECTION 9 - - FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 99.1 Separation Agreement of January 19, 2006 between James M. Valentine and Registrant. 99.2 Employment Agreement of September 12, 1997 between James M. Valentine and Registrant filed August 7, 1998 as an exhibit to Registrant's Form S-1 and incorporated herein by reference. 99.3 Press Release of January 23, 2006 issued by Registrant SIGNATURES Pursuant to the requirements of the Securities and 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. Date: January 25, 2006 By /s/ C. W. Grinnell Charles W. Grinnell Vice President & Secretary EX-99.1 2 ex99_1.txt EXHIBIT 99.1 Exhibit 99.1 SEPARATION AGREEMENT AND RELEASE This will acknowledge the termination of the employment of James M. Valentine (hereinafter referred to as "You," "Your" or "Employee") with Clean Diesel Technologies, Inc. (hereinafter referred to as "Employer") effective January 19, 2006 and will set forth the terms and conditions of your termination. You agree to furnish the Employer with a letter of resignation of even date herewith in the form attached to this Agreement as Exhibit A. Notwithstanding the letter of resignation, this termination is pursuant to the Company termination provisions of paragraph 5 c of your August 1, 1996 employment agreement (the "Employment Agreement"). This Agreement is intended by the parties to avoid the difficulties and vexation of litigation. This Agreement is not intended to rescind or diminish your rights under your Employment Agreement, the terms and conditions of any of your vested option agreements or the March 15, 1997 CDT-4 Agreement, provided that Employer disclaims any financial obligations under the CDT-4 Agreement, including with respect to the patent estate related thereto, absent Employer's further written consent, provided further that Employer agrees to assign said patent to you upon request for a payment of $100. 1. Employer agrees to provide you with up to 52 weeks of salary continuation paid bi-weekly (less applicable deductions and withholding taxes) and benefits, based on your salary in effect as of the date of your termination, pursuant to and subject to the terms of paragraph 5 c of your Employment Agreement with the Employer, such salary continuation to commence on the date of your termination. You will make yourself available to Employer's representatives for phone discussions on a mutually agreeable basis for not more than a total of twelve (12) hours in the first thirty (30) days of your salary continuation period for advice and information relating to your activities during your employment. Your occasional unavailability, or inability to answer questions, shall not impact your rights under this Agreement. Your vested options are set out on Schedule A. Your vested options shall remain vested and exercisable after your termination for the lesser of five (5) years or the remaining life of the option. The details of your compensation and benefits are: annual salary $ 324,450 - and benefits include medical and dental for employee and family with $20.00 - contribution semi-monthly, life and disability insurance for employee. In addition, as consideration for this Agreement you shall be given a non-qualified stock option agreement evidencing your 40,000 December 20, 2005 option grant of which the parties agree that you shall only be fully vested in and entitled to acquire 13,333 shares of Employer's common stock at the exercise price of $1.02 per share expiring at the close of business on December 19, 2010 and that 26,667 shares of such option shall lapse upon your resignation and may not be exercised. Your COBRA rights shall continue for eighteen (18) months after the termination of your salary continuation. Your 401(k) Plan participation and match shall terminate upon your resignation but Employer shall assist you in rolling over your 401(k) account to another plan or account. Your automobile allowance terminated effective December 31, 2005 as with all other employees. Employer shall assist you as best it can in transferring your Employer cell number and account to your own account. You will submit your final expense account for approval as soon as possible and Employer shall reimburse you in due course. You will furnish us with the completed January 3, 2006 update to the November 14, 2005 revenue assumptions and projections as promptly as possible. 2. You affirm that your leaving Employer is not prompted or occasioned by any act or attitude of discrimination by Employer, its past and present and future parent corporations, and its past and present and future divisions, subdivisions, affiliates and related companies and their successors and assigns and all past and present and future directors, officers, employees and agents, personally, and as directors, officers, employees and agents of these entities. You covenant not to make any claims of any kind against Employer (other than for enforcement of this Agreement), its past and present and future parent corporations and its past and present and future divisions, subdivisions, affiliates and related companies and their successors and assigns and/or any past and present and future directors, officers, employees or agents, personally, and as directors, officers, employees and agents, before any agency, court or other forum and release Employer, its past and present and future parent corporations, and its past and present and future divisions, subdivisions, affiliates, and related companies and their successors and assigns and all past and present and future directors, officers, employees and agents, personally, and as directors, officers, employees and agents, personally, and as directors, officers, employees and agents from any and all liability from any claims under common law or under federal or state constitutions, statutes, laws or regulations, or municipal ordinances or regulations including but not limited to, the Connecticut Fair Employment Practice Act, C.G.S. Sec.46a-51 et seq., Title VII of the Civil Rights Act of 1964, as -- --- amended, 42 U.S.C. Sec.2000e et seq., Sections 1981 through 1988 of Title -- --- 42 of the United States Code, the Equal Pay Act of 1963, 29 U.S.C. Sec.206(d), the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. Sec.621 et seq., the Americans with Disabilities Act, as amended, -- --- 42 U.S.C. Sec.12101 et seq., the -- --- Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. Sec.1001 et seq., for any reason whatsoever, arising out of you employment -- --- and separation therefrom by Employer, up to and including the date of this Release and Agreement. Employer hereby releases you of and from any liability for your acts and omissions during your employment with Employer, covenants not to bring any claims against you for such liability and will indemnify you as a former officer and director of the Company from the costs and expenses involved in any action brought by third parties against you relating to your employment with Employer, consistent, however, with the Employer's authority to do so under Delaware law and the Certificate of Incorporation of the Company. 3. You further agree that you shall abide by the provisions of your Employment Agreement regarding intellectual property and proprietary and confidential information of Employer. You agree that paragraphs 6, 7 and 8 of your employment agreement shall continue according to their terms following the termination of your employment. 4. You also represent that you were given a copy of this Release at your termination meeting on January 19, 2006 and that you shall have a period of up to 21 days thereafter in which to consider the terms of this Release. Employee also represents that if he/she elects to accept this Release, he/she understands that he/she will have seven (7) days following its execution to revoke this Release by written notification. This Separation Agreement and Release will not become effective or enforceable until the expiration of the seven (7) day revocation period. 5. You recognize and agree that this Agreement is not intended to imply any wrongdoing on the part of you or on the part of Employer with respect to your employment or its termination and shall not constitute evidence of the same. 6. All parties to this Agreement will maintain as confidential all terms and conditions of this Agreement. 7. The provisions of this Agreement shall be deemed severable, and in the event of a finding of invalidity or unenforceability of any one or more of its provisions shall not affect the validity and enforceability of the other provisions. 8. The terms of this Agreement cannot be changed or modified in any respect except in writing signed by both parties hereto. 9. You and Employer mutually agree that this Release represents the full and entire agreement between the parties and supersedes any and all prior agreements (with the exception of your August 1, 1996 employment agreement) or discussions between the parties with respect to the termination of your employment with Employer. 10. You and Employer mutually agree not to disparage each other in any way. You agree to refer customers and other third parties communicating with you on matters relating to Employer's business occurring during your employment to Walter Copan. 11. You agree to resign from the Employer's Board of Directors effective upon the end of the seven day revocation period (which will be the effective date of your resignation). 12. You agree, pursuant to paragraph 7 of your employment agreement, to promptly return all proprietary information in your possession to the Employer. 13. You agree to promptly return all Company property in your possession to the employer. You may, however, retain the Company computer in your possession. You acknowledge that you have read the aforementioned carefully and fully understand its terms. You have had an opportunity to consult with counsel and you are executing this Release voluntarily and knowingly. I understand and hereby agree to the terms of this Separation Agreement and Release. /s/ James M. Valentine Date: January 19, 2006 Employee /s/ Bernhard Steiner Date: January 19, 2006 Employer ACKNOWLEDGMENT -------------- I hereby acknowledge that I have been given the opportunity for seven days to revoke the Release relating to my termination of employment that I had signed and returned to Employer and have decided not to revoke that Release. /s/ James M. Valentine Date: January 26, 2006 Employee EXHIBIT A January 19, 2006 To: Derek R. Gray Chairman of the Board Clean Diesel Technologies, Inc. cc: Bernhard Steiner CEO Clean Diesel Technologies, Inc. From: James M. Valentine In accordance with the terms of my Separation Agreement and Release, I hereby resign as an employee, officer and director of Clean Diesel Technologies, Inc. with immediate effect. Sincerely, /s/ James M. Valentine James M. Valentine
SCHEDULE A CLEAN DIESEL TECHNOLOGIES, INC. Schedule A COMMON STOCK OPTIONS Jim Valentine 2005 OUTSTANDING EXERCISE ACTIVITY @ 12/31/05 ------------------------------------------ GRANT NON- --------- ------ NAME DATE PRICE GRANTED VESTED LAPSED EXERCISED VESTED VESTED - ---------- --------- ----- ------- ------ ------ --------- ------- ------ 17-Mar- Valentine 94 0.200 25,000 0 0 Valentine 28-Oct-94 2.000 25,000 0 0 Valentine 26-Dec- 95 6.820 10,000 10,000 0 0 Valentine 6-Feb-97 4.625 10,000 10,000 0 Valentine 6-Feb-97 4.625 25,000 25,000 0 Valentine 5-Jun-98 2.000 7,500 7,500 0 Valentine 14-Jun-99 0.900 60,000 2,000 29,885 0 10-Feb- Valentine 00 2.500 75,000 75,000 0 14-Mar- Valentine 01 1.965 60,000 60,000 0 13-Mar- Valentine 02 2.900 100,000 100,000 0 Valentine 11-Jun-03 1.650 80,000 26,667 80,000 0 Valentine 2-Dec-03 3.070 40,000 13,334 40,000 0 Valentine 9-Dec-04 1.940 30,000 20,000 30,000 0 20-Dec- Valentine 05 1.02 40,000 13,333 13,333 26,667 ------- ------ 587,500 470,719 26,666
EX-99.3 3 ex99_3.txt EXHIBIT 99_3 Exhibit 99.3
NEWS RELEASE FOR JANUARY 23, 2006 AT 2:30 AM EST AND 7:30 AM GMT - ---------------------------------------------------------------- Contact: ALLEN & CARON INC or CLEAN DIESEL TECHNOLOGIES, INC. Jesse E. Deal (US investors) David W. Whitwell, CFO (212) 691-8087; jesse@allencaron.com (203) 327-7050; dwhitwell@cdti.com Len Hall (US media) (949) 474-4300; len@allencaron.com ABCHURCH COMMUNICATIONS Heather Salmond (UK investors) +44 (0) 20 7398 7700 heather.salmond@abchurch-group.com
CLEAN DIESEL TECHNOLOGIES ANNOUNCES MANAGEMENT CHANGES STAMFORD, CT (JANUARY 23, 2006) Clean Diesel Technologies, Inc. (EBB:CDTI & AIM:CDT/CDTS), a developer of chemical and technological solutions to reduce harmful engine emissions, announced today a series of management changes, all effective immediately, to bolster its operations for growth that is anticipated as its emission control technologies and products are approaching wider acceptance among market influentials and regulators. Dr. Bernhard Steiner, Chief Executive Officer, has been appointed to the additional post of President. Dr. Walter Copan, formerly Vice President and Chief Technology Officer, will now serve as Executive Vice President / North American Operations in addition to his continued worldwide technology responsibilities. North American sales, marketing and engineering will report to Dr. Copan. Glen Reid remains Vice President / Sales and Marketing, and reports to Dr. Copan. David Whitwell, Chief Financial Officer since 1999, becomes both CFO and Senior Vice President / Administration, with global responsibility for material management, distribution and human resources in addition to finance and accounting for both the North American and international operations. Tim Rogers, formerly Vice President/International, is now Executive Vice President / International Operations, responsible for sales and marketing in Europe and Asia. Mr. Rogers, Dr. Copan and Mr. Whitwell all continue to report to Dr. Steiner. Clean Diesel announced that it had released James M. Valentine from employment as President and Chief Operating Officer effective immediately. The Company also said that Mr. Valentine had resigned as a director of the Company. Dr. Steiner stated the separation between Clean Diesel and Mr. Valentine was amicable and Mr. Valentine had left to pursue other interests. Dr. Steiner acknowledged, "Mr. Valentine has made many contributions during his years of service to Clean Diesel; we thank him for his role in developing its technologies and the management, and the Board and the Company wish Jim well as he pursues new opportunities." MORE-MORE-MORE CLEAN DIESEL ANNOUNCES MANAGEMENT CHANGES Page 2-2-2 Dr. Steiner added that, "We are very optimistic about our 2006 opportunities in the United States, Europe and Asia. Funding for retrofit emission programs is moving forward in the marketplace and our Platinum Plus fuel-borne catalyst, ARIS 2000 selective catalyst reduction, wire-mesh diesel particulate filter and EGR-SCR technologies are rapidly gaining recognition and acceptance with regulators, fuel distributors, vehicle manufacturers and tier-one automotive supply companies." About Clean Diesel Technologies, Inc. - ------------------------------------- Clean Diesel Technologies, Inc. and its UK representative office, Clean Diesel International LLC, is a developer of chemical and technological solutions to reduce harmful engine emissions. Clean Diesel Technologies has patented products that reduce emissions from combustion engines while simultaneously improving fuel economy and power. Products include Platinum Plus(R) fuel borne catalysts, the Platinum Plus Purifier System and the ARIS(R) 2000 urea injection systems for selective catalytic reduction of NOx. Platinum Plus and ARIS are registered trademarks of Clean Diesel Technologies, Inc. For more information, visit CDT at www.cdti.com or contact the Company directly. 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 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. # # # # -----END PRIVACY-ENHANCED MESSAGE-----