-----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, Pw3lkLYuyN8qDyn9VEwRuZuzxHU5lLinZigx10ZpbUa+LEPyWxTf/PC8xBCAo5c7 IZ1kspHb6ABAIMrLjGzFEA== 0001140361-09-003430.txt : 20090211 0001140361-09-003430.hdr.sgml : 20090211 20090211165256 ACCESSION NUMBER: 0001140361-09-003430 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090210 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090211 DATE AS OF CHANGE: 20090211 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: 09590373 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.htm CLEAN DIESEL TECHNOLOGY 8-K 2-10-2009 form8k.htm


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 10, 2009


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)

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 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)           On February 10, 2009, the Board of Directors of the Registrant elected Michael L. Asmussen, 38, as President and Chief Executive Officer of the Registrant replacing Dr. Bernhard Steiner.  Mr. Asmussen was also appointed to serve as a Director of the Registrant.  Effective February 11, 2009, Dr. Steiner resigned as a Director of the Registrant.  Dr. Steiner’s resignation was not the result of any disagreement with us on any matter relating to our operations, policies or practices.  The Registrant’s press release of February 11, 2009 attached as Exhibit 99.1 to this Report is hereby incorporated by reference.

(c)           Mr. Asmussen’s initial base compensation is $210,000 per annum with an incentive bonus target up to 50% of his base compensation.  Mr. Asmussen holds ten-year stock options to acquire 15,000 shares of the Registrant’s common stock at exercise prices ranging from $2.705 to $8.40 per share.  Mr. Asmussen is not a party to any plan, contract or arrangement in connection with his election.  There are no family relationships among Mr. Asmussen and any of the directors or executive officers of the Registrant.

As a consequence of his termination of employment, Dr. Steiner is entitled to salary of approximately $315,445 (EUR 241,500) per annum until September 13, 2010, the remainder of his contract term, along with specified expenses not to exceed an aggregate of approximately $4,300, to be paid in monthly installments.  In addition, Dr. Steiner will receive approximately $47,317 in respect of the 2008 incentive plan.

Item 9.01  Financial Statements and Exhibits

(d)  Exhibits

Exhibit No.
Description
Exhibit 99.1
Press release dated February 11, 2009.

 

EX-99.1 2 ex99_1.htm EXHIBIT 99.1 ex99_1.htm

Exhibit 99.1

Logo Omitted


Clean Diesel Technologies Announces Appointment of
Michael L. Asmussen as President, CEO and Director


Bridgeport, CT – February 11, 2009 – Clean Diesel Technologies, Inc. (NASDAQ:CDTI; XETRA:CDIA; AIM:CDT), the cleantech emissions reduction company, today announced the appointment of Michael L. Asmussen, 38, as President, Chief Executive Officer and Director in place of Dr. Bernhard Steiner who has resigned from the Company.

Dr. Steiner has given valuable service to the Company, especially in the development of our International markets. As the company continues its evolution towards focused execution and growth with critical focus on the Americas, Michael’s background and prior experience positions him well to lead the company into this next phase of commercialization.

Prior to joining Clean Diesel Technologies in September 2008, from 1996 to 2007, Mr. Asmussen held a variety of positions at Eaton Corporation, a diversified power management company with 2007 sales of $13 billion. Between 2005 and 2007, Mr. Asmussen managed the Mirror Controls Division sales and marketing team where his primary focus was driving global growth strategies, and during this time he helped significantly increase sales. In 2007, he led the divestiture of the Mirror Controls Division and became Vice President of Sales and Marketing for Mirror Controls International, the world’s largest automotive mirror actuator manufacturer. In addition to assisting in the establishment of new organizational structures, his broad scope of responsibilities included P&L accountability, strategic market planning, and leadership of the global sales and marketing organization. From 2002 to 2005, Mr. Asmussen was Strategy Manager for the Specialty Controls Division of Eaton Automotive, a global leader in critical automotive components to reduce emissions and fuel consumption, and improve vehicle stability and performance. From 2000 to 2002, he served as Customer Manager for all North American sales initiatives with Ford Motor Company. Mr. Asmussen holds M.B.A. and Bachelor of Science degrees from Michigan State University.

Derek Gray, Chairman of Clean Diesel Technologies, stated, “We are very pleased to make this appointment as Michael’s solid industry experience in sales and marketing complements our overall business strategy. Michael brings very strong relationships with a number of key original equipment manufacturers and tier-one and tier-two suppliers, which will be instrumental as we aggressively pursue our licensing strategy. Under his leadership, Michael helped to significantly increase sales at the Mirror Controls Division at Eaton, while maintaining a sharp focus on managing resources and improving operational efficiency. As we turn our attention to operational execution and growing the demand for our technologies in the Americas, we are confident that Michael’s diverse experience and organizational leadership skills make him well suited to lead our efforts.”

About Clean Diesel Technologies
Clean Diesel Technologies (NASDAQ: CDTI) 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, which are in commercial use worldwide, significantly reduce emissions formed by the combustion of fossil fuels and biofuels, including particulate matter (PM), nitrogen oxides (NOx), carbon monoxide and hydrocarbons. Clean Diesel solutions also reduce carbon dioxide (CO2) emissions, a key greenhouse gas associated with global climate change.

Clean Diesel develops and manages intellectual property from original concept to full-scale commercial deployment. Its offerings include ARIS® Selective Catalytic Reduction (SCR); the patented combination of SCR and Exhaust Gas Recirculation; hydrocarbon injection for emissions control applications; Platinum Plus® Fuel-Borne Catalyst (FBC); the Purifier™ family of particulate filter systems; and its Wire Mesh Filter particulate filter technologies. The Company was founded in 1995 and is headquartered in Stamford, Connecticut. A wholly owned subsidiary, Clean Diesel International, LLC, is based in London, England. For more information, please visit www.cdti.com.

 
 

 

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.

Please visit us on the World Wide Web at: www.cdti.com


Contacts:
Clean Diesel Technologies, Inc.
Ann Ruple
CFO
+1 203 416 5290
aruple@cdti.com

Charles Stanley Securities
Nominated Adviser
Philip Davies / Freddy Crossley
Tel: +44 20 7149 6457


# # #

 
 

 

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/ Ann B. Ruple
 
   
Ann B. Ruple
 
       
   
Its: Vice President and Chief Financial Officer
   
(Principal Financial and Accounting Officer)

Dated:  February 11, 2009

 

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