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): June 17, 2013

CLEAN DIESEL TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in Charter)

DELAWARE	001-33710	06-1393453
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)
4567 TELEPHONE ROAD, SUITE 100		93003
VENTURA, CALIFORNIA		(Zip Code)
(Address of Principal Executive Offices)

(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 June 17, 2013, the board of directors of Clean Diesel Technologies, Inc. (the “Company”) appointed Lon E. Bell, Ph.D. to the Company’s board of directors to serve for a term expiring at the Company’s annual meeting of stockholders in 2014.

Dr. Bell, age 72, founded Gentherm Inc. (NASDAQ:THRM), formerly Amerigon Inc., a global developer and marketer of thermal management technologies for heating and cooling and temperature control applications, in 1991, and was a consultant to Gentherm from December 2010 to December 2012.   Prior to serving as a consultant, Dr. Bell held a number of positions at Gentherm including chief technology officer until December 2010, director of technology until 2000, chairman and chief executive officer until 1999, and president until 1997.  Dr. Bell also served as the chief executive officer and president of BSST LLC, a subsidiary of Gentherm, from September 2000 to December 2010, and as a director of Gentherm from 1991 to 2012.   In 1994, Dr. Bell co-founded Mahindra Reva Electric Vehicles Pvt. Ltd, an electric vehicle technology company, and currently serves as a member of the board of directors.  Dr. Bell also co-founded Technar Incorporated, which developed and manufactured automotive components, and served as its chairman and president until 1986 when Dr. Bell sold his majority ownership position to TRW Inc.   Dr. Bell continued to serve Technar, then known as TRW Technar, in a managerial capacity as the company’s president until 1991.  Dr. Bell currently serves as a director of ClearSign Combustion Corporation (NASDAQ:CLIR), Ideal Power Converters, Inc., and Aura Systems Inc.  Dr. Bell received a B.S. in Mathematics, a M.S. in Rocket Propulsion, and a Ph.D. in Mechanical Engineering from the California Institute of Technology.

There is no arrangement or understanding between Dr. Bell and any other person pursuant to which Dr. Bell was selected as a director.  For his service as a non-employee member of the board, Dr. Bell will participate in the non-employee director compensation arrangements described under the heading “Director Compensation” in the Company’s proxy statement delivered in connection with the 2013 annual meeting of stockholders, as filed with the Securities and Exchange Commission on April 5, 2013, pursuant to which Dr. Bell will receive $25,000 per year and an annual grant of stock options to acquire 5,000 shares of common stock at an exercise price equal to fair market value on the date of grant.  There are no related person transactions involving Dr. Bell that are reportable under Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

          On June 20, 2013, the Company issued a press release announcing the completion of a strategic review of its business.  A copy of the press release is furnished as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits.

 (d) Exhibits.  

EXHIBIT INDEX

Exhibit Number	Description of Exhibits
99.1	Press release dated June 20, 2013

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.
June 20, 2013	By:	/s/ Nikhil A. Mehta
		Name: Nikhil A. Mehta
		Title: Chief Financial Officer

EX-99

FOR IMMEDIATE RELEASE EXHIBIT 99.1

CDTi Accelerates Development of its Materials Science Platform as it Completes Strategic Review of its Business

Ventura, CA – June 20, 2013-- Clean Diesel Technologies, Inc. (NASDAQ:CDTI) (“CDTi” or the “Company”), a leader in advanced emissions control solutions, announced today that it has conducted a strategic review of its business and determined to pursue aggressive development of its unique materials science platform, which it views as the most likely path to enhance growth and improve shareholder value over the long-term. The strategy is intended to build on recent announcements and initiatives, including the appointment to its Board of Directors of Dr. Lon E. Bell, a noted technologist with significant product commercialization experience, an increased focus on patenting its proprietary, advanced low- and zero-platinum group metal technologies and the implementation of a joint-venture with Pirelli Group to market their combined catalogue of emission control products in Europe. The Company intends to pursue additional licensing and partnership arrangements to accelerate the commercialization of its patented and proprietary materials technology and reduce its need for additional, significant capital expenditures to expand its manufacturing platform.

CDTI’s strategic priorities are:

• Explore strategic options to maximize the value of existing manufacturing assets and business;
• Focus R&D on technology development, patent protection and commercialization of advanced low-platinum group metal (“PGM”) and zero-platinum group metal (“ZPGM”) technologies;
• Aggressively build patent portfolio to maintain and protect technology leadership;
• Develop and qualify emission catalysts for OEMs and partners; and
• Seek customers or partners for core emissions control technology via licensing, joint-venture or manufacturing agreements.

This strategy builds on CDTi’s core competencies, including its world-class materials science platform, unique rapid prototyping, and proven and scalable manufacturing capabilities.  In addition, CDTi’s experience serving a multitude of OEM customers for many years, such as Honda, Ford, GM and Renault, provides a strong foundation to introduce a potentially disruptive emissions catalyst to this large and growing market.

“CDTi was the pioneer in the creation of advanced low-PGM catalysts and has been successful in validating its production process and proven to be a reliable supplier to multiple OEM customers. Our strategic direction is firmly rooted in this foundation and is designed to significantly improve CDTi’s opportunity to be a provider of state-of-the-art emission solutions at significantly lower costs than the competition.We believe this strategy will take us in the direction in which the emissions control market itself is moving and position us well to capitalize on developing new opportunities and exploring applications in new end markets.  We are moving aggressively to implement our strategies and while full traction will take time to develop, we believe that our success will ultimately result in profitable, sustained growth and improved value for our shareholders,”said Craig Breese, President and CEO of CDTi.

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CDTi * 4567 Telephone Road, Suite 100 * Ventura CA 93003 * 805-639-9458

www.cdti.com

 The Company has posted its current Investor Presentation on its website at http://investor.cdti.com/events.cfm.

About CDTi

CDTi 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. CDTi 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, increase energy efficiency and lower the carbon intensity of on- and off-road engine applications. CDTi is headquartered in Ventura, California and currently has operations in the U.S., Canada, France, Japan and Sweden. For more information, please visit www.cdti.com.

Forward-Looking Statements Safe Harbor

Certain information contained in this press release constitutes forward-looking statements for purposes of the safe harbor provisions of The Private Securities Litigation Reform Act of 1995.  Any statements contained herein that are not statements of historical fact should be considered forward-looking statements. You can identify these forward-looking statements by the use of the words “believes”, “expects”, “anticipates”, “plans”, “may”, “will”, “would”, “intends”, “estimates”, and other similar expressions, whether in the negative or affirmative.  Forward-looking statements are based on a series of expectations, assumptions, estimates and projections which involve substantial uncertainty and risk.  In this document, the Company includes forward looking statements regarding the potential value enhancement from strategic priorities, and there can  be no assurance these priorities will be implemented or succeed.   In general, actual results may differ materially from those indicated by such forward-looking statements as a result of risks and uncertainties, including but not limited to the risks and uncertainties discussed or referenced in the Company’s filings with the Securities and Exchange Commission. In addition, any forward-looking statements represent the Company’s estimates only as of the date such statements are and should not be relied upon as representing the Company’s estimates as of any subsequent date. The Company specifically disclaims any obligation to update forward-looking statements. All forward-looking statements in this press release are qualified in their entirety by this cautionary statement.

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Contact Information:

Kevin M. McGrath

Cameron Associates, Inc.

Tel:  +1 (212) 245-4577

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CDTi * 4567 Telephone Road, Suite 100 * Ventura CA 93003 * 805-639-9458

www.cdti.com