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 14, 2004. CLEAN DIESEL TECHNOLOGIES, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 0-27432 06-1393453 (State or other (Commission (IRS Employer Jurisdiction of File Number) Identification No.) Incorporation) SUITE 702, 3000 ATLANTIC STREET STAMFORD CT 06901 (Address of Principal Executive Offices) Registrants telephone number, including area code (203) 327-7050 ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES (a) SECURITIES SOLD. The Registrant on September 14, 2004 undertook to sell and deliver on or about September 28, 2004, One Million (1,000,000) shares of the Registrant's Common Stock, Par $0.05 (the "Shares"). (b) CONSIDERATION. The Shares are being sold at the aggregate offering price of GBP 1,025,000 ($1,839,997.50) on which commissions of 3.5% aggregating GBP 35,875 ($64,399) are payable. (c) EXEMPTION FROM REGISTRATION CLAIMED. The Shares are being issued and sold offshore to private investors in the United Kingdom and in connection with this issue and sale the Registrant claims the exemption from registration provided by Regulation S of the Securities and Exchange Commission. SIGNATURES Clean Diesel Technologies, Inc. (Registrant) Date: September 20, 2004 By: /s/ D. W. Whitwell David W. Whitwell Vice President and Chief Financial Officer