-----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, DU3MqHe8HiJyWsDgpKv55E27aDLLOq7rtj/z5OszRV3S6j5kJtGAxRFQBDGD1CnS qS+55ecbsD1yx9P1HXrXCQ== 0001140361-07-018753.txt : 20070927 0001140361-07-018753.hdr.sgml : 20070927 20070927170233 ACCESSION NUMBER: 0001140361-07-018753 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070927 DATE AS OF CHANGE: 20070927 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-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-33710 FILM NUMBER: 071139890 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-A12B 1 form8a.htm CLEAN DIESEL 8-A12B 9-17-2007 form8a.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
______________________

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934


Clean Diesel Technologies, Inc.
(Exact name of registrant as specified in its charter)

 
Delaware
06-1393453
  
 
(State of incorporation or organization)
(I.R.S. Employer Identification No.)
  
 
 
 
  
 
Suite 702, 300 Atlantic Street Stamford, CT
06901
  
 
(Address of principal executive offices)
(Zip code)
  

Securities to be registered pursuant to Section 12(b) of the Act:

 
Title of each class
to be so registered
Name of each exchange on which
Each class is to be registered
  
 
Common Stock
The NASDAQ Stock Market LLC
  

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box.  x

If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box.  o

Securities Act registration statement file number to which this form relates: Not applicable.

Securities to be registered pursuant to Section 12(g) of the Act: Not applicable.
 
              
 
Item 1. Description of Registrant's Securities to be Registered.
 
The following summary description of our capital stock is qualified in its entirety by reference to our certificate of incorporation, as amended and restated (“Certificate of Incorporation”).

We are authorized to issue up to 12,000,000 shares of our common stock, $0.01 par value per share.  As of September 26, 2007, 7,382,829 shares of common stock are issued and outstanding.

Holders of shares of our common stock are entitled to one vote for each share held of record on each matter submitted to a vote of shareholders.  There is no cumulative voting for election of Directors.  There are no preemptive rights to subscribe for any additional securities that we may issue. There are no redemption provisions or sinking fund provisions applicable to the common stock, nor is the common stock subject to calls or assessments by us.  Subject to the prior rights of any series of preferred stock which may from time to time be outstanding, if any, holders of shares of common stock are entitled to receive ratably dividends when, as and if declared by the Board of Directors, out of funds legally available therefore.  Additionally, upon our liquidation, dissolution, or winding up, holders of shares of our common stock are entitled to share ratably in all assets remaining after payment of liabilities and accrued dividends and liquidation preferences on the preferred stock, if any.  Holders of shares of our common stock have no preemptive rights and have no rights to convert their shares of common stock into any other securities.  The outstanding shares of our common stock are validly authorized and issued, fully paid, and nonassessable.

Item 2. Exhibits.

EXHIBIT NO.
DESCRIPTION OF EXHIBIT
3(i)(a)
Restated Certificate of Incorporation dated as of March 21, 2007 (incorporated by reference to Exhibit 3(i)(a) to Annual Report on Form 10-K filed on March 30, 2007).
 
3(i)(b)
Certificate of Amendment to Restated Certificate of Incorporation dated as of June 15, 2007 (incorporated by reference to Exhibit 3(i)(b) to the Registration Statement on Form S-1 [No. 333-144201] dated June 29, 2007).
 
3(i)(c)
Certificate of Elimination of Series A Convertible Preferred Stock dated June 18, 2004 (incorporated by reference to Exhibit to Registration Statement on Form S-8 [No. 333-117057] dated July 1, 2004).
 
3(ii)(a)
By-Laws as amended through December 20, 2005 (incorporated by reference to Exhibit 3(ii) to Annual Report on Form 10- K filed on March 30, 2007).
 
3(ii)(b)
Amendment to By-Laws to add a new Section 5.8 dated August 9, 2007 (incorporated by reference to Exhibit 3(ii) to the Current Report on Form 8-K dated August 9, 2007).
 
4
Specimen Stock Certificate, Common Stock (incorporated by reference to Exhibit to Registration Statement on Form S-1 (No. 33-95840) dated as of August 16, 1995).
 

             

SIGNATURE
 
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
 
 
Clean Diesel Technologies, Inc.
 
(Registrant)
Date: September 27, 2007
  
 
By /s/ Ann B. Ruple
 
Ann B. Ruple
 
Chief Financial Officer, Vice President and Treasurer
 
 
 -----END PRIVACY-ENHANCED MESSAGE-----