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): September 8, 2003 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) ITEM 5. OTHER EVENTS. On September 8, 2003, the Registrant issued the press release attached as Exhibit 99.1 to this Current Report on Form 8-K describing the receipt by the Registrant of commitments from investors to purchase in a Regulation S off-shore private placement $3.8 million of the Registrant's common stock at $1.63 per share with a planned closing date of September 26, 2003. This placement will result in the issuance of approximately 2,370,500 shares, which when issued will constitute 16.5% of the Registrant's total outstanding common stock. 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. Date: 09/10/2003 By: /s/ C.W. Grinnell ---------- ------------------- Charles W. Grinnell Vice President & Secretary