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 30, 2004
CLEAN DIESEL TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-27432 06-1393453
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
SUITE 702, 300 ATLANTIC STREET
STAMFORD CT 06901
(203) 423-7050
(Address and Telephone Number of principal executive offices)
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 (see General Instruction A.2.below):
[ ] 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 CFR240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4c under the Exchange
Act (17 CFR240.13e-4(c))
SECTION 5 - - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
On August 26, 2004 the Registrant issued the press release attached hereto
as Exhibit 99.1 to report the retirement of Jeremy Peter-Hoblyn as Chief
Executive Officer of the Registrant, effective September 14, 2004, and the
appointment of Dr. Bernard Steiner as an additional Director and as Chief
Executive Officer succeeding Mr. Peter-Hoblyn on that date.
The Board of Directors of the Registrant on July 30, 2004 authorized the
increase in the size of the Board from five to six Directors and the appointment
of Dr. Steiner as a Director and Chief Executive Officer, subject to Dr.
Steiner's acceptance and to be effective on Mr. Peter-Hoblyn's retirement.
Dr. Steiner, age 56, has been since April 2003 the Executive Director of
Wayfinder Systems AB, a manufacturer and distributor of navigation systems for
mobile telephones. Dr. Steiner will continue with Wayfinder as a non-executive
Director. From 1999 until 2003 Dr. Steiner held various senior executive
marketing and sales positions with Motorola, Inc., an electronics company. Dr.
Steiner, as an executive officer of the Registrant, will not be appointed to
either the Audit Committee or the Compensation & Nominating Committee of the
Registrant.
Pursuant to Dr. Steiner's employment agreement with the Registrant attached
as Exhibit 99.2, his term of employment is for two years, his base salary shall
be Euros Two Hundred Thousand ($240,000), his first year bonus shall be Euros
One Hundred Thousand ($120,000), he will be entitled to an annual allowance of
up to the amount of Euros Fifty Thousand ($60,000) and he shall be granted a
non-qualified option to purchase 150,000 shares of the Registrant's common stock
at market price on September 13, 2004, and an additional non-qualified option to
be granted contingent on and at the time of the Registrant's raising of $10
million in financing on or before March 13, 2006. Further details of Dr.
Steiner's employment agreement may be found in Exhibit 99.2.
SECTION 9 - - FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
99.1 Press Release of August 26, 2004 issued by Clean Diesel
Technologies, Inc.
99.2 Employment Agreement as of September 13, 2004 between Clean
Diesel Technologies, Inc. and Dr. Bernhard Steiner.
SIGNATURES
Pursuant to the requirements of the Securities and 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.
Date: August 26, 2004 By /s/ C. W. Grinnell
Charles W. Grinnell
Vice President & Secretary