0001193125-12-247109.txt : 20120524 0001193125-12-247109.hdr.sgml : 20120524 20120524162659 ACCESSION NUMBER: 0001193125-12-247109 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120523 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120524 DATE AS OF CHANGE: 20120524 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLEAN DIESEL TECHNOLOGIES INC CENTRAL INDEX KEY: 0000949428 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL & COMMERCIAL FANS & BLOWERS & AIR PURIFYING EQUIP [3564] 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: 12868001 BUSINESS ADDRESS: STREET 1: 4567 TELEPHONE ROAD STREET 2: SUITE 100 CITY: VENTURA STATE: CA ZIP: 93003 BUSINESS PHONE: 805 639 9458 MAIL ADDRESS: STREET 1: 4567 TELEPHONE ROAD STREET 2: SUITE 100 CITY: VENTURA STATE: CA ZIP: 93003 8-K 1 d358246d8k.htm FORM 8-K Form 8-K

 

 

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): May 23, 2012

 

 

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 100

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 May 23, 2012, the shareholders of Clean Diesel Technologies, Inc. (the “Company”) approved amendments to the Company’s 1994 Incentive Plan (the “Plan”) previously approved by the Company’s board of directors (the “Board”) on April 3, 2012. Directors, employees, consultants and advisors to the Company are eligible to participate in the Plan. The terms of the Plan were previously disclosed in, and a copy of the Plan was contained as Appendix A to, the Company’s definitive proxy materials for the Company’s 2012 annual meeting of shareholders, which were filed with the Securities and Exchange Commission on April 23, 2012.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

On May 23, 2012, the Company filed with the Secretary of State of Delaware a Certificate of Amendment to the Restated Certificate of Incorporation (the “Restated Certificate”) which increased the number of authorized shares of common stock from 12,000,000 shares to 24,000,000 shares. A copy of the Restated Certificate is attached as Exhibit 3.1 and is incorporated into this Item 5.03 by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company’s annual meeting of shareholders was held on May 23, 2012. At the meeting, the shareholders voted on the following proposals. The proposals are described in detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 23, 2012.

 

  1. To elect seven (7) directors to serve until the next annual meeting or until a successor is duly elected or, if before then, a director resigns or is removed by the shareholders;

 

  2. To ratify the appointment of KPMG LLP as Clean Diesel’s independent registered public accounting firm for 2012;

 

  3. To amend the 1994 Incentive Plan; and

 

  4. To amend the Restated Certificate of Incorporation to increase the number of authorized shares of Clean Diesel Common Stock from 12,000,000 shares to 24,000,000 shares.

Set forth below, with respect to each such matter, are the number of votes cast for or against, the number of abstentions and the number of broker non-votes.

 

  1. To elect seven (7) Directors:

 

     Number of Votes Cast  

Nominee

    For      Withheld      Broker Non-Vote  

R. Craig Breese

      2,472,791         26,602         2,570,872   

Charles F. Call

      2,463,990         35,403         2,570,872   

Bernard H. “Bud” Cherry

      2,464,632         34,761         2,570,872   

Alexander “Hap” Ellis III

      2,458,741         40,652         2,570,872   

Charles R. Engles, Ph.D.

      2,464,026         35,367         2,570,872   

Derek R. Gray

      2,479,617         19,776         2,570,872   

Mungo Park

      2,477,262         22,131         2,570,872   

 

  2. To ratify the appointment of KPMG LLP as Clean Diesel’s independent registered public accounting firm for 2012:

 

Number of Votes Cast

For

   

Against

   

Abstain

   

Broker Non-Vote

4,698,598

    164,198    207,467    0

  3. To amend the 1994 Incentive Plan:

 

Number of Votes Cast

For

   

Against

   

Abstain

   

Broker Non-Vote

2,406,249

    73,482    19,662    2,570,872

 

  4. To amend the Restated Certificate of Incorporation to increase the number of authorized shares of Clean Diesel Common Stock from 12,000,000 shares to 24,000,000 shares.

 

Number of Votes Cast

For

   

Against

   

Abstain

   

Broker Non-Vote

4,539,051

    511,861    770    18,583

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT INDEX

 

Exhibit
Number

   

Description of Exhibits

3.1    Certificate of Amendment to the Restated Certificate of Incorporation of Clean Diesel Technologies, Inc.

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.
May 24, 2012   By:  

/s/ Nikhil A. Mehta

    Name: Nikhil A. Mehta
    Title: Chief Financial Officer
 EX-3.1 2 d358246dex31.htm CERTIFICATE OF AMENDMENT Certificate of Amendment

Exhibit 3.1

CERTIFICATE OF AMENDMENT

TO THE

RESTATED CERTIFICATE

OF INCORPORATION

OF

CLEAN DIESEL TECHNOLOGIES, INC.

Clean Diesel Technologies, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), hereby does certify:

FIRST: The name of the corporation is Clean Diesel Technologies, Inc. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of Delaware on January 19, 1994. A Restated Certificate of Incorporation was filed with the Secretary of State of Delaware on March 21, 2007 (the “Restated Certificate”). A Certificate of Amendment to the Restated Certificate was filed with the Secretary of State of Delaware on June 15, 2007. A second Certificate of Amendment to the Restated Certificate was filed with the Secretary of State of Delaware on October 14, 2010.

SECOND: That the Board of Directors of the Corporation on March 8, 2012 duly adopted resolutions setting forth a proposed amendment of the Restated Certificate, as heretofore amended, declaring said amendment to be advisable and in the best interests of the Corporation, and authorizing the distribution of a resolution to the stockholders of the Corporation for consideration thereof.

THIRD: That a majority of the stockholders of the Corporation entitled to vote thereon, at the annual meeting of the shareholders held on May 23, 2012, voted to authorize said amendment in accordance with the provisions of Section 211 of the General Corporation Law of the State of Delaware.

FOURTH: That the said amendment was duly adopted in accordance with the applicable provisions of Sections 211, 222 and 242 of the General Corporation Law of the State of Delaware. The Restated Certificate is hereby amended as follows:

The introductory paragraph of Article 4 is hereby deleted in its entirety and replaced with the following:

“4. The Corporation shall have authority to issue the total number of Twenty Four Million One Hundred Thousand (24,100,000) Shares of the par value of $0.01 per share, amounting in the aggregate to Two Hundred Forty One Thousand Dollars ($241,000), and of such shares, Twenty Four Million (24,000,000) shall be designated as Common Stock and One Hundred Thousand (100,000) shall be designated as preferred stock.”

FIFTH: The Restated Certificate is hereby ratified and confirmed in all other respects.

IN WITNESS WHEREOF, this Corporation has caused this Certificate to be duly executed this 23rd day of May, 2012.

 

CLEAN DIESEL TECHNOLOGIES, INC.
By:  

/s/ Rori M. Ridley

  Name:   Rori M. Ridley
  Title:   General Counsel and Secretary