-----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, PesQ4rDklqEkP+cWNVpngaEDyY3HkDYTehQOyKdTI/nydYOJA8+LsKe3c+7WpE9K NAwt2lef0eeEGeSmVoGgMQ== 0001140361-06-017524.txt : 20061205 0001140361-06-017524.hdr.sgml : 20061205 20061205155010 ACCESSION NUMBER: 0001140361-06-017524 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20061129 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20061205 DATE AS OF CHANGE: 20061205 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: 061257397 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 form8k.txt CLEAN DIESEL 8K 11-29-2006 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) NOVEMBER 29, 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. On December 5, 2006, the Registrant announced the election of Ann B. Ruple as Chief Financial Officer and Vice President - Administration of the Registrant commencing December 13, 2006. The Registrant's Board approved of Ms. Ruple's election as Vice President, Treasurer and CFO on November 29, 2006. Ms. Ruple, age 55, previously had been since 1998 Director - Financial Planning and Analysis of NCT Group, Inc. a technology company. Ms. Ruple will receive an initial annual base salary of $155,000 which after the first anniversary of employment will be increased to $170,500. If her employment is terminated by the Company for other than "just cause," she will be entitled to six months of salary and benefit continuation. Ms. Ruple will be eligible to participate in any benefit plan available to officers of the Company from time to time, and, for 2008 and years thereafter, she will be eligible to participate in any bonus plan instituted for officers of the Company, the details of her participation to be determined with respect to each such plan. She will, on commencement of employment, be granted a non-qualified stock option on the Registrant's standard terms to acquire 50,000 shares of the Registrant's common stock. The exercise price of that option shall be a price per share equal to the fair market value of the Registrant's stock on the date of commencement of employment. The foregoing matters, as well as provisions relating to protection of the Registrant's proprietary information, have been incorporated into an employment agreement dated November 29, 2006 between Ms. Ruple and the 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: December 5, 2006 By /s/ C. W. Grinnell Charles W. Grinnell Vice President & Secretary -----END PRIVACY-ENHANCED MESSAGE-----