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) AUGUST 3, 2005.
CLEAN DIESEL TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 000-27432 06-1393453
(State or other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
SUITE 702, 3000 ATLANTIC STREET
STAMFORD CT 06901
(203) 327-7050
(Address and Telephone Number of Principal Executive Offices)
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 (See General Instruction A.2. below):
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4c under the Exchange
Act (17 CFR240.13e-4 ( c))
SECTION 5 - - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
On August 8, 2005 the Registrant issued the press release attached to this
Report as Exhibit 99.1 to report the election of Walter G. Copan, Ph.D, as Vice
President and Chief Technology Officer of the Registrant at a meeting of the
Board of Directors of the Registrant on August 3, 2005.
Dr. Copan, age 51, had been, prior to his appointment by the Registrant,
the Principal Licensing Executive, Technology Transfer, of the National
Renewable Energy Laboratory of the U.S. Department of Energy since June 2003.
Before his service with the Department of Energy, Dr. Copan held various
research and management positions with The Lubrizol Corporation, a specialty
chemical company, his employer since 1975. His last position with Lubrizol was
that of Managing Director, Technology Transfer and Licensing. Dr. Copan has a
Ph.D in Physical Chemistry from Case Western Reserve University and B.S/B.A.
degrees in Chemistry and Music from Case Western Reserve University.
Pursuant to Dr. Copan's employment agreement with the Registrant, attached
to this Report as Exhibit 99.2, his term of employment is indefinite; his base
salary is $200,000 per year; his first year bonus is guaranteed at $30,000,
subject to continued employment, with an additional contingent bonus amount of
not more than $30,000, and such bonus participation in later years as may be
agreed by the Directors; he was granted a stock option on August 3, 2005 for a
period of 10 years vesting 25% per year over four years to acquire 100,000
shares of the Registrant's common stock at the exercise price of $1.40 per
share; he is entitled to participate in the Registrant's benefit and welfare
plans and programs as are enjoyed by the Registrant's other U.S. based officers;
and he has a relocation and moving allowance. Further details of Dr. Copan's
employment agreement may be found in Exhibit 99.2 to this Report.
SECTION 9 - - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
99.1 Press Release of August 8, 2005 issued by Clean Diesel
Technologies, Inc.
99.2 Employment Agreement as of June 14, 2005 between Clean
Diesel Technologies, Inc. And Dr. Walter G. Copan
SIGNATURES
Pursuant to the requirements of the Securities and 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: August 8, 2005 By /s/ C. W. Grinnell
Charles W. Grinnell
Vice President & Secretary