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): December 1, 2011
CLEAN DIESEL TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE | 001-33710 | 06-1393453 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) | ||
4567 TELEPHONE ROAD, SUITE 206 VENTURA, CALIFORNIA |
93003 | |||
(Address of Principal Executive Offices) | (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:
¨ | 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 CFR 240.14d-2(b)) |
¨ | 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. |
On December 1, 2011, Charles F. Call, our President, Chief Executive Officer and member of the Board of Directors (the Board), provided notice to our Board of his plan to retire as President and Chief Executive Officer in 2012. Mr. Call also notified the Board that he desired to remain a member of the Board following his retirement. The Board has indicated that they intend to appoint Mr. Call to serve as Vice Chairman of the Board at the time of his retirement. The actual date of Mr. Calls departure as an employee of our company is subject to the appointment by the Board of his successor.
On December 6, 2011, Clean Diesel Technologies, Inc. issued a press release regarding Mr. Calls planned retirement. A copy of the press release is attached as Exhibit 99.1 to this Current Report.
Item 9.01 | Financial Statements and Exhibits. |
(c) Exhibits.
EXHIBIT INDEX
Exhibit |
Description of Exhibits | |
99.1 | Press release dated December 6, 2011 |
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. | ||||||
December 6, 2011 | By: | /s/ Nikhil A. Mehta | ||||
Name: | Nikhil A. Mehta | |||||
Title: | Chief Financial Officer |
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
Clean Diesel Technologies, Inc. Announces Retirement
of Chief Executive Officer in 2012
Charles F. Call to Remain in Office until Successor is Appointed
Ventura, CA December 6, 2011 Clean Diesel Technologies, Inc. (NASDAQ:CDTI) (Clean Diesel), a cleantech emissions reduction company, announced today that Charles F. Call has informed the Board of Directors of his plan to retire as President and Chief Executive Officer. Mr. Call, age 64, will continue to serve until a successor has been named and the Chief Executive Officer transition is complete. Mr. Call will remain a member of the Board of Directors, and the Board will appoint him as Vice Chairman at the time of his retirement. Mr. Call has served as President and Chief Executive Officer of Clean Diesel since October 2010, when Clean Diesel acquired Catalytic Solutions, Inc. (CSI). Prior to the business combination, Mr. Call had been with CSI for six years.
Clean Diesel has retained a nationally recognized executive recruiting firm, to advise the Board on potential candidates and has commenced a comprehensive internal and external search for a new Chief Executive Officer. In the mean time, Mr. Call will remain in his current role to ensure leadership stability and continuity for Clean Diesel.
Over the past several years I have had the honor of playing a role in CSIs, and now Clean Diesels, evolution into a leading manufacturer and distributor of emissions control systems and products, said Charles F. Call. We have achieved this due to the support of our employees, customers, and investors, and I would like to take this opportunity to thank them. We have built a strong brand and a culture of value creation and dependability, and I am confident that the company is well positioned for its next phase of growth and development. I look forward to working with the Board of Directors and my successor to ensure a seamless transition.
This is bittersweet for all of us at Clean Diesel. On behalf of the Board, I would like to thank Charlie for his service and leadership over the past seven years. He leaves behind a great legacy of integrity and success, said Alexander Ellis, Chairman of the Board of Directors. He strategically diversified CSI, driving CSIs purchase of our Engine Control Systems subsidiary, which not only broadened our line of heavy duty diesel products and solutions globally, but also significantly leveraged our core catalyst technologies. He successfully engineered the crucial business combination of CSI with Clean Diesel last year. And most important, he has built a terrific senior leadership team, which works closely with the Board on strategy and execution. It is time to put in motion a thoughtful plan of succession and the Board is committed to carrying out a thorough search to identify the right candidate to lead our company into the future, and will complete the search as expeditiously as possible. The search process
Clean Diesel Technologies, Inc. * 4567 Telephone Road, Suite 206 * Ventura CA 93003 * 805-639-94581
www.cdti.com
will include a full review of internal and external candidates. We are pleased that Charlie has agreed to serve until a successor is appointed and we intend to appoint him as Vice Chairman and a member of the Board thereafter. Charlie is a seasoned executive with the right leadership experience to ensure a smooth transition, and to continue to execute on our strategic plan.
About Clean Diesel Technologies, Inc.
Clean Diesel is a vertically integrated global manufacturer and distributor of emissions control systems and products, focused on the heavy duty diesel and light duty vehicle markets. Clean Diesel utilizes its proprietary patented Mixed Phase Catalyst (MPC®) technology, as well as its ARIS® selective catalytic reduction, Platinum Plus® fuel-borne catalyst, and other technologies to provide high-value sustainable solutions to reduce emissions and lower the carbon intensity of on- and off-road engine applications. Clean Diesel is headquartered in Ventura, California and currently has operations in the U.S., Canada, U.K., France, Japan and Sweden. For more information, please visit www.cdti.com.
###
Contact Information:
Kristi Cushing, Investor Relations Manager
Tel: +1 (805) 639-9458
Email: kcushing@cdti.com
Clean Diesel Technologies, Inc. * 4567 Telephone Road, Suite 206 * Ventura CA 93003 * 805-639-94582
www.cdti.com
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