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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): August 25, 2010
CLEAN DIESEL TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-33710
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06-1393453 |
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(State or other jurisdiction
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(Commission
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(IRS Employer |
of incorporation)
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File Number)
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Identification No.) |
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Suite 1100, 10 Middle Street, Bridgeport, CT
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06604 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number including area code: (203) 416-5290
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))
TABLE OF CONTENTS
ITEM 1.01. Entry into a Material Definitive Agreement
On September 14, 2010, Clean Diesel Technologies, Inc. and Catalytic Solutions, Inc. by letter
amending the Agreement and Plan of Merger, dated as of May 13, 2010 (the Agreement), as amended,
agreed to amend certain terms of the Agreement. The amendment provides that the parties will
effect the merger by filing an agreement of merger consistent with the Agreement, rather than the
Agreement itself. The text of the letter agreement is incorporated by reference as Exhibit 2.1.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On or about August 25, 2010, Michael Asmussen, the Registrants President and Chief Executive
Officer, informed the board of directors of Clean Diesel that he had determined that he would not
continue with the combined company as a director or officer after consummation of the proposed
business combination of the Registrant and Catalytic Solutions, Inc. On September 13, 2010, Mr.
Asmussen advised senior management of the Registrant that he would resign as President and Chief
Executive Officer of the Registrant effective October 8, 2010, although he would continue to serve
as a director until the effective time of the merger. In light of this, on September 14, 2010, the
Registrants board of directors determined that Timothy Rogers, the Registrants Executive Vice
President of International Operations, should become the Registrants President and Chief Executive
Officer upon Mr. Asmussens resignation, and that Mr. Rogers should be nominated for election as a
director at the Registrants next annual meeting in the stead of Mr. Asmussen.
ITEM 9.01 STATEMENTS AND EXHIBITS
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Exhibit No. |
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Description of Exhibit |
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2.1
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Letter Agreement, dated September 14, 2010 (incorporated by
reference to Exhibit 2.3 to the Registrants Amendment No. 3
to its Registration Statement on Form S-4/A, deemed filed on
September 15, 2010). |
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.
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Clean Diesel Technologies, Inc.
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By: |
/s/ John B. Wynne, Jr.
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John B. Wynne, Jr. |
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Its: Interim Chief Financial Officer, Vice President and
Treasurer |
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Dated: September 20, 2010
INDEX TO EXHIBITS
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Exhibit No. |
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Description of Exhibit |
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2.1
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Letter Agreement, dated September 14, 2010 (incorporated by
reference to Exhibit 2.3 to the Registrants Amendment No. 3
to its Registration Statement on Form S-4/A, deemed filed on
September 15, 2010). |