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): December 1, 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 06901
(203) 327-7050
(Address and Telephone Number of principal executive offices)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Effective December 2, 2003 the Registrant dismissed its independent
accountant, Ernst & Young LLP, of Stamford Connecticut ("E&Y"), and engaged
Eisner LLP, of New York, New York ("Eisner"), as its new independent
accountants. The dismissal of E&Y and engagement of Eisner was approved by the
audit committee of the Registrant's board of directors.
In each of the Registrant's two prior years ended December 31, 2002 and
2001, the E&Y reports relating to its audit of the Registrant's financial
statements for such years contained no adverse opinion or disclaimer of opinion,
or were modified as to uncertainty, audit scope or accounting principles, except
that the audit report for the year ended December 31, 2002 expressed the
following "going concern" uncertainty:
"The accompanying financial statements have been prepared assuming that
Clean Diesel Technologies, Inc. will continue as a going concern. As more
fully described in Note 1, the Company has incurred recurring operating
losses and will require additional capital in the future in order to fund
its operations. This condition raises substantial doubts about the
Company's ability to continue as a going concern. Management's plans in
regard to these matters are also described in Note 1. The financial
statements do not include any adjustments to reflect the possible future
effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the outcome of this
uncertainty."
During such two most recent fiscal years and any subsequent interim periods
through the dismissal of E&Y, there were no disagreements with E&Y, whether or
not resolved, on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedures, which, if not resolved to
the satisfaction of E&Y would have caused E&Y to make reference to the subject
matter of the disagreement in connection with any of their reports. The
Registrant has requested E&Y to furnish a letter addressed to the Commission
stating whether it agrees with the above statements. A copy of that letter dated
December 2, 2003 is filed as Exhibit 16 to this Form 8-K.
ITEM 5. OTHER EVENTS.
On December 1, 2003 the Registrant completed the sale of 1,282,600 shares
of its common stock, par $0.05, at GBP 1.70 (approximately $2.89) per share, in
an offshore private placement pursuant to Regulation S under the Securities Act
of 1933 to 17 investors principally located in the United Kingdom. The estimated
net proceeds of $3,550,000 from this placement are to be used for the
Registrant's general corporate purposes, including the development and
commercialization of its products. At December 1, 2003, the Registrant's cash
position including the above proceeds, was approximately $7,000,000.
ITEM 7. FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
Exhibit 16. Description:
Letter from Ernst & Young LLP to the Securities and Exchange Commission.
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.
By: /s/ D.W. Whitwell
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David W. Whitwell
Vice President, Treasurer & Chief
Financial Officer