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): May 10, 2010
CLEAN DIESEL TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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001-33710
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06-1393453 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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| Suite 1100, 10 Middle Street, Bridgeport, CT
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06604 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number including area code: (203) 416-5290
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or
Completed Interim Review.
(b) On May 14, 2010, the Registrant (the “Company”), concluded that previously issued
financial statements filed on Form 10-Q for the three month period ended March 31, 2009, should no
longer be relied on due to an accounting error identified by the Company. The Company has
concluded that the cumulative error is immaterial for the year ended December 31, 2009, but would
be material to the quarter ended March 31, 2010. The Company has restated its March 31, 2009
quarterly information in the Form 10-Q filed on May 14, 2010 to reflect the error and included
appropriate disclosure in Note 1 to the condensed consolidated financial statements. The
cumulative error relates to the recording of the abandonment of patent and patent applications
that caused losses for the aforesaid quarter to be understated by approximately $34,000.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensation Arrangements of Certain Officers .
On May 10, 2010, John A. de Havilland, a Director of the Registrant, resigned as a member of its
Board of Directors. On May 11, 2010, the Board of Directors of the Registrant accepted Mr. de
Havilland’s resignation with regret and resolved to thank him for his many years of valuable
service. At the time of his resignation Mr. de Havilland was a member of the Audit Committee and a
member and Chairman of the Compensation and Nominating Committee of the Board of the Registrant.
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