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): July 7, 2014 (July 2, 2014)

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.

Effective July 2, 2014, the Board of Directors of Clean Diesel Technologies, Inc. (“CDTi” or the “Company”) appointed Christopher J. Harris to serve as President and Chief Executive Officer of the Company.  

Mr. Harris, age 49, has served as CDTi’s Chief Operating Officer and Vice President, Integrated Supply Chain and Research and Engineering since April 2012. Mr. Harris joined CDTi as Chief Operations Officer in October 2010, following the business combination of CDTi and Catalytic Solutions, Inc. Mr. Harris served as President of Catalytic Solutions, Inc.'s catalyst business from August 2008 to October 2010.

In connection with Mr. Harris’ appointment, effective July 2, 2014, Nikhil A. Mehta and Pedro J. Lopez-Baldrich ceased serving as members of the interim Office of the Chief Executive Officer.

Mr. Harris will continue to serve as Chief Operating Officer and Vice President, Integrated Supply Chain and Research and Engineering, until a successor is named.

Mr. Harris’ compensation was not changed in connection with his appointment. There are no arrangements or understandings between Mr. Harris and any other person pursuant to which Mr. Harris was appointed President and Chief Executive Officer. Mr. Harris is not related to any other director or executive officer of the Company. There are no related person transactions involving Mr. Harris that are reportable under Item 404(a) of Regulation S-K.

A copy of the press release relating to Mr. Harris’ appointment is attached hereto as Exhibit 99.1.  

Item 9.01 Financial Statements and Exhibits.

 (d) Exhibits.  

Exhibit Number	Description of Exhibits
99.1	Press Release dated July 7, 2014

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.
July 7, 2014	By:	/s/ Nikhil A. Mehta
		Name: Nikhil A. Mehta
		Title: Chief Financial Officer

EX-99.1

EXHIBIT  99.1

CDTi Announces Appointment of

Christopher J. Harris as President and CEO

Ventura, Calif., July 7, 2014 -- Clean Diesel Technologies, Inc. (NASDAQ:CDTI) (“CDTi” or the “Company”), a leader in advanced emissions control solutions, announced today that its Board of Directors has named Christopher J. Harris as its new President and Chief Executive Officer. Concurrent with Mr. Harris’ appointment, the Board of Directors discontinued the Office of the Chief Executive Officer, established on an interim basis in December 2013.  Nikhil A. Mehta, a former member of the Office of the CEO, will continue as the Company’s Chief Financial Officer and Pedro J. Lopez-Baldrich, also a former member of the Office of the CEO, will continue as the Company’s General Counsel and Vice President of Administration.

Mr. Harris has over 25 years of technical, commercial and general management experience in both privately-held and publicly-traded specialty chemicals and materials companies. Mr. Harris has served as CDTi’s Chief Operating Officer and Vice President, Integrated Supply Chain and Research and Engineering since April 2012. Mr. Harris joined the Company as Chief Operations Officer in October 2010, following the business combination of CDTi and Catalytic Solutions, Inc. Mr. Harris served as President of Catalytic Solutions, Inc.'s Catalyst business from August 2008 to October 2010. From May 2007 to August 2008, Mr. Harris served as Chief Operating Officer of Aculon, Inc., an early-stage nanotechnology company, and prior to that was Global Vice President/General Manager of Avery Dennison Corporation's Performance Polymers business. Earlier in his career, Mr. Harris held various management positions in North America and Europe during eleven years with Rohm and Haas Company.

“I am honored to have been chosen by the Board to lead CDTi into what we all believe will be an exciting period of renewed growth for our Company,” said Chris Harris. “CDTi’s focus on execution in product and technology development has established us as an innovator in the catalyst industry. And it is this spirit and culture of innovation that will be particularly valuable to global auto OEM’s as they increasingly demand low and zero platinum group metal solutions for their catalyst requirements.”

“On behalf of the Board of Directors, I am very pleased to welcome Chris as CDTi’s President and Chief Executive Officer,” said Alexander Ellis, Chairman of the CDTi Board. “Chris possesses a deep understanding of our Company’s customer base, manufacturing operations and industry-leading technology development efforts, making him ideally suited to lead the next phase of the organization’s growth and success. In welcoming Chris, I also want to thank Nikhil and Pedro for their leadership during the past several months. Their dedication and contributions as members of the Office of the CEO have been extremely valuable during this interim period,” added Mr. Ellis.

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 related technologies to provide high-value sustainable solutions to reduce emissions, increase energy efficiency and lower the carbon intensity of on- and off-road combustion engine systems. CDTi is headquartered in Ventura, California and currently has operations in the U.S., the U.K., Canada, France, Japan and Sweden. For more information, please visit www.cdti.com.

1

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

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 growth and success, business focus, and increasing demands by global auto OEM’s for low and zero platinum group metal solutions.  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.

###

Contact Information:

Kevin M. McGrath

Cameron Associates, Inc.

Tel:  +1 (212) 245-4577

2

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

www.cdti.com