UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 5, 2011
CLEAN DIESEL TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
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| DELAWARE | | 001-33710 | | 06-1393453 |
| (State or other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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4567 TELEPHONE ROAD, SUITE 206
VENTURA, CALIFORNIA
| | 93003 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code:(805) 639-9458
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| (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))
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This current report on Form 8-K is being amended solely to update the information included in Item 5.02 to reflect Mr. Rogers’ date of resignation as a Director .
| Item 5.02 | | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 5, 2011, Timothy Rogers, our Senior Corporate Vice President – Product Development and member of our Board of Directors, provided notice to our Chief Executive Officer of his resignation as Senior Corporate Vice President – Product Development. Mr. Rogers’ employment agreement contains a six-month notice period. Mr. Rogers also provided notice of his intent to resign as a Director. On March 8, 2011, we agreed with Mr. Rogers that his employment will cease effective April 30, 2011. On March 17, 2011, our Board of Directors considered Mr. Rogers’ intention to resign as a Director and it was agreed that Mr. Rogers’ resignation as a Director would be effective April 30, 2011, concurrent with his termination of employment. In connection with Mr. Rogers’ resignation as a Director, our Board of Directors also determined to reduce the size of our Board to six Directors rather than fill the vacancy created by Mr. Rogers’ resignation. Mr. Rogers’ decision to resign his employment and Directorship was not the result of any disagreement with our company.
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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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| March 22, 2011 | | By: | | /s/ Nikhil A. Mehta |
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| | | | | Name: Nikhil A. Mehta |
| | | | | Title: Chief Financial Officer |
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