8-K 1 form8k_2013.htm FORM 8-K Form8k_2013.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): 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.