UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE
14A-6(E)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to 240.14a-12
CLEAN DIESEL TECHNOLOGIES, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
THE COMMITTEE TO RESTORE STOCKHOLDER VALUE
AND INTEGRITY FOR CLEAN DIESEL
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
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(1) Title of each class of securities to which transaction applies:
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
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(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
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CUTLER LAW GROUP
Attorneys at Law M. Richard Cutler, Esq.*
3355 West Alabama, Suite 1150 M Gregory Cutler, Esq.**
Houston, Texas 77098
(713) 888-0040 Tel (800) 836-0714 Fax *Admitted in California & Texas
www.cutlerlaw.com **Admitted in Florida
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September 10, 2010
VIA CONFIRMED EMAIL AND OVERNIGHT MAIL
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Board of Directors
Corporate Secretary
Clean Diesel Technologies, Inc.
Suite 1100, 10 Middle Street
Bridgeport, CT 06604
Gentlemen:
Cutler Law Group represents The Committee to Restore Stockholder Value and
Integrity for Clean Diesel (the "Committee"). Please be advised that on behalf
of the Committee, we have received from stockholders of Clean Diesel
Technologies, Inc. ("Clean Diesel") an aggregate of more than 25% of the issued
and outstanding common stock of record of Clean Diesel, who have demanded that
the following actions be taken immediately:
1. The existing board of directors must elect John J. McCloy II and Andrew
Merz Hanson, nominated as the "Blue Team" by The Committee to Restore
Stockholder Value and Integrity for Clean Diesel, as members of the Board of
Directors. Information as required by Section 2.12 of the Bylaws with respect
to such nominees is as set forth below.
2. Upon such election, the following members of the Board of Directors must
all immediately resign their positions as directors and/or officers: Michael L.
Asmussen, Derek R. Gray, Charles W. Grinnell, David F. Merrion and Mungo Park.
3. Those stockholders further demand that a Special Meeting of Stockholders
be called and held not less than 35 days and not more than 120 days from the
date of this notice to elect the slate of directors nominated by the Blue Team
and remove the existing directors as provided in Section 2.2 of the bylaws of
Clean Diesel.
In the event that the first two actions are not immediately taken, the
stockholders have advised that they intend to vote their shares at the Special
Meeting to remove the existing directors and elect the "Blue Team" slate
nominated by the Committee. These stockholders have also advised that they
consider failure to take these actions as a breach of fiduciary duty of each of
the existing officers and directors, and have engaged this law firm to take
action with respect to those breaches.
In the event that this action requires a special meeting of stockholders,
please be advised that neither the undersigned nor any of the demanding
stockholders has any material interest in such business to be conducted at the
meeting other than interest as a stockholder of Clean Diesel. Furthermore, the
demanding stockholders have advised that they intend to appear at the Special
Meeting either in person or by proxy to bring the business before the meeting.
The directors to be elected are as follows:
John J. McCloy II
Age 72
Business Address:
Care of Gravitas Technologies
475 Park Ave South
New York NY 10016
Residence Address:
[Confidential Personal Information]
Principal Occupations and Employments currently and for the previous five years:
Chairman Gravitas Technologies
Entrepreneur
Andrew Merz Hanson
Age 60
Business Address:
3052 High Ridge Road
Stamford, CT 06903
Residence Address:
[Confidential Personal Information]
Principal Occupations and Employments currently and for the previous five years:
From 1997 to present President of Redwood Investment Management LLC, engaged in
financial consulting, venture capital and equity investing. Board Member,
Connecticut Venture Group from 2001 to 2010, a trade association. Board Member
and Chief Financial Officer of Advanced Color Technology from 2005 to 2007, a
print on demand company.
There are no arrangements or understandings between or among either of the
proposed nominees and the undersigned or any of the demanding stockholder or
other stockholders making this demand or any other persons.
A statement signed by each of the nominees consenting to be named as a
nominee, and, if elected, to serve as a Director is attached separately to this
demand.
We hereby demand that these actions be taken immediately without further
cost to the Company and harm to its stockholders.
Very truly yours,
\s\ M. Richard Cutler, Esq.
M. Richard Cutler, Esq.
THE COMMITTEE TO RESTORE STOCKHOLDER VALUE
AND INTEGRITY FOR CLEAN DIESEL
Board of Directors
Corporate Secretary
Clean Diesel Technologies, Inc.
Suite 1100, 10 Middle Street
Bridgeport, CT 06604
Gentlemen:
The undersigned consent to be named as a nominee for Board of Directors of Clean
Diesel Technologies, Inc., and, if elected, to serve as a Director of Clean
Diesel Technologies, Inc.
\s\ John J. McCloy II September 10, 2010
- ---------------------
John J. McCloy II
\s\ Andrew Merz Hanson September 10, 2010
- ----------------------
Andrew Merz Hanson
FOR IMMEDIATE RELEASE
THE COMMITTEE TO RESTORE STOCKHOLDER VALUE AND INTEGRITY FOR CLEAN DIESEL
Bridgeport, CT - (September 10, 2010) - The Committee to Restore Stockholder
Value and Integrity for Clean Diesel (the "Committee") today announced that
stockholders have demanded Clean Diesel Technologies, Inc. hold a Special
Stockholders' Meeting as soon as possible. Per the Clean Diesel bylaws, the
Committee made the request on behalf of shareholders representing more than 25%
of Clean Diesel's outstanding stock.
These stockholders have decided that the current members of the Board of
Directors, who have voted to reverse merge Clean Diesel Technologies, Inc.
("CDTI") into Catalytic Solutions, Inc., a virtually bankrupt company, need to
be replaced immediately so that CDTI can pursue sensible business alternatives.
The Committee and these stockholders reaffirm their dissatisfaction with CDTI's
current Board and management, who continue to put stockholder value at risk with
this proposed merger and other questionable activities.
The Committee's goal is to restore stockholder confidence and value to Clean
Diesel Technologies, Inc. The Committee encourages all shareholders to consider
this information and other materials filed with the SEC. With a new Board, the
Committee expects Clean Diesel to move rapidly ahead in a positive direction to
restore the confidence of investors and customers.
On Behalf of the Committee to Restore Stockholder Value and Integrity for Clean
Diesel,
/s/ Andrew Merz Hanson
Andrew Merz Hanson, CFA, Chairman
John J. McCloy II
Ann B. Ruple, CPA
We appreciate your continued support. If you have any questions or comments,
please contact us at info@RestoreClean Diesel.com. You can learn more about how
we believe Clean Diesel's current management is destroying stockholder value,
the seemingly self-interested actions of management and the sitting Board at
www.RestoreCleanDiesel.com.
THE COMMITTEE TO RESTORE STOCKHOLDER VALUE AND INTEGRITY FOR CLEAN DIESEL IS
PROVIDING THE FORGOING INFORMATION TO SHAREHOLDERS PRIOR TO FILING OF A PROXY
STATEMENT PURSUANT TO RULE 14a-12. WE ARE NOT CURRENTLY ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY AT THIS TIME.
THE COMMITTEE'S PROXY STATEMENT WILL CONTAIN IMPORTANT INFORMATION AND SHOULD BE
READ PRIOR TO DELIVERING ANY PROXY. ONCE FILED, THE PROXY STATEMENT AND ANY
ADDITIONAL PROXY MATERIALS MAY BE VIEWED FOR FREE AT:
http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0000949428.
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