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): November 12, 2013 (November 8, 2013)

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:

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 1.02  Termination of a Material Definitive Agreement.

On November 8, 2013, Clean Diesel Technologies, Inc. (the “Company”) and Pirelli & C. Ambiente S.p.A. (“Pirelli”) agreed to voluntarily terminate the joint venture agreement they had entered into on February 19, 2013 (the “JV Agreement”) relating to Eco Emission Enterprise S.r.l., an Italian company ( “E-Cube”). E-Cube is planned to cease operations on November 30, 2013, with complete dissolution expected to complete prior to December 31, 2013. Under the JV Agreement, the Company and Pirelli each owned 50% of the total issued share capital of E-Cube which was formed to sell the Company’s and Pirelli’s emission control products in Europe and the CIS countries.  The terms of the JV Agreement included provisions related to the governance of E-Cube, funding of E-Cube by the Company and Pirelli, restrictions on the transfer of shares in E-Cube, and the termination of the JV Agreement upon the mutual agreement of the parties.  There were no early termination penalties in connection with the termination of the JV Agreement.

The mutual agreement to terminate the JV Agreement was the result of slower than anticipated progress in achieving sales objectives.

The above descriptions of the terms of the JV Agreement are qualified in their entirety by reference to the text of the JV Agreement, which the Company filed with the Securities and Exchange Commission as Exhibit 10.1 to Amendment No. 2 to its Current Report on Form 8-K on May 16, 2013.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description of Exhibits
99.1	Press Release issued November 12, 2013 announcing the termination of the Joint Venture Agreement with Pirelli & C. Ambiente S.p.A. entered into on February 19, 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.
November 12, 2013	By:	/s/ Nikhil A. Mehta
		Name:  Nikhil A. Mehta
		Title: Chief Financial Officer

EX-99

CDTi and Pirelli & C. Ambiente SpA Agree to Dissolve Joint Venture

Ventura, Calif., November 12, 2013 -- Clean Diesel Technologies, Inc. (NASDAQ:CDTI) ("CDTi" or the "Company"), a leader in advanced emissions control solutions, announced today that it has agreed with Pirelli & C. Ambiente SpA  (“Pirelli”) to voluntarily dissolve their joint venture, Eco Emission Enterprise Srl (“E CUBE”), in accordance with their Joint Venture Agreement dated February 19, 2013. E-Cube was established as a joint venture to market and sell emissions control products for both gasoline and diesel applications in Europe and the CIS countries. The dissolution of E-Cube is expected to be completed as soon as practicable and CDTi plans to resume its operations in Europe in a similar manner as conducted prior to the joint venture.

“The decision by Pirelli and CDTi to dissolve the joint venture was driven by the slower than anticipated progress in achieving the sales objectives that were initially established.  In addition, we recently undertook a review of our business investments and activities and made the decision to focus resources outside of the joint venture,” said Craig Breese, President and Chief Executive Officer of CDTi.  “I would like to express my appreciation for the efforts put forth by the CDTi, Pirelli and E-Cube teams. The spirit and objectives for the joint venture have been extremely professional, well-intentioned and accompanied by an enormous amount of both hard work and goodwill. Pirelli is a valued supplier to CDTi and we look forward to our continued relationship.”

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 words such as “believe(s)”, “expect(s)”, “anticipate(s)”, “plan(s)”, “may”, “will”, “would”, “intend(s)”, “estimate(s)” or similar expressions, as well as other words or expressions referencing future events, conditions or circumstances, whether in the negative or affirmative.  Examples of forward-looking statements contained in this press release include, among others, statements regarding the expected timing for the dissolution of E-Cube, the Company’s plans to resume operations in Europe, and the Company’s continued relationship with Pirelli.  Forward-looking statements are based on a series of expectations, assumptions, estimates and projections which involve substantial uncertainty and risk.  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 unforeseen difficulties encountered in dissolving the joint venture or resuming operations in Europe in a similar manner as conducted prior to the joint venture, disruptions in the Company’s relationship with Pirelli, and other 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 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