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 13, 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
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(Commission
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(IRS Employer |
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File Number)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
Merger Agreement
On May 13, 2010, the Registrant entered into an Agreement and Plan of Merger (the “Merger
Agreement”) with Catalytic Solutions, Inc. (“CSI”) (AIM: CTS and CTSU), a global manufacturer and
distributor of emissions control systems and products based in Ventura, CA, and CDTI Merger Sub,
Inc., a California corporation and wholly owned subsidiary of the Registrant (“Merger Sub”). The
Merger Agreement provides that, upon the terms and subject to the conditions set forth in the
Merger Agreement, Merger Sub will merge with and into CSI (the “Merger”), with CSI continuing as
the surviving corporation and a wholly owned subsidiary of the Registrant.
Under the terms of the Merger Agreement, at the effective time of the Merger, in exchange for their
shares of CSI common stock, the shareholders of CSI will receive shares, and warrants to purchase
shares, of the Registrant’s common stock. CSI shareholders will receive such number of shares of
the Registrant’s common stock so that after the Merger, the shareholders of CSI will own
approximately 60% of the outstanding shares of the Registrant’s common stock and the existing
holders of the Registrant’s common stock will own approximately 40% of the outstanding shares of
the Registrant’s common stock, subject to adjustment for the cash position, as defined in the
Merger Agreement, of CSI and the Registrant, at the earlier of closing or June 30, 2010. In
addition, CSI shareholders will receive warrants to purchase up to 3 million shares of Registrant’s
common stock.
Each of the Registrant, Merger Sub and CSI has made customary representations and warranties and
covenants in the Merger Agreement. The Merger is expected to close in the third quarter of 2010
and the completion of the Merger is subject to various closing conditions, including but not
limited to (a) adoption of the Merger Agreement by CSI shareholders, (b) approval by the
Registrant’s stockholders of a three-to-one reverse stock split and the issuance of the
Registrant’s common stock in the Merger, (c) the Securities and Exchange Commission’s declaration
of effectiveness of the registration statement on Form S-4 in connection with the issuance of the
Registrant’s common stock in the Merger, (d) approval by NASDAQ with respect to the listing of the
shares of the Registrant’s common stock to be issued in the Merger, (e) subject to certain
exceptions, the accuracy of the representations and warranties of each party, and (f) performance
in all material respects of each party of its obligations under the Merger Agreement.
The Merger Agreement contains certain termination rights for both the Registrant and CSI. If the
Merger Agreement is terminated under certain circumstances specified in the Merger Agreement, the
Registrant or CSI, as the case may be, will be required to pay the other a termination fee of
$300,000 and reimburse certain fees and expenses.
The foregoing description of the Merger Agreement does not purport to be complete, and is qualified
in its entirety by reference to the Merger Agreement, a copy of which was filed as Annex A to the
Registrant’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission
on May 14, 2010 which is incorporated herein by reference.
A copy of the press release announcing the proposed Merger is attached as Exhibit 99.1 hereto and
is incorporated herein by reference.
In connection with the proposed Merger, the Registrant has filed with the Securities and Exchange
Commission a Registration Statement on Form S-4 containing a
preliminary joint proxy statement/information
statement of the Registrant and CSI and containing a preliminary prospectus of the Registrant (the “Joint Proxy
Statement/Information Statement and Prospectus”), which is
subject to completion and amendment. INVESTORS AND SECURITY HOLDERS OF THE REGISTRANT
AND CSI ARE URGED TO READ THE JOINT PROXY STATEMENT/INFORMATION STATEMENT AND PROSPECTUS AND OTHER
DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION CAREFULLY IN THEIR ENTIRETY BECAUSE
THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.
Innovator Capital Letter
In connection with both the contemplated $1,000,000 Regulation S private placement described under
Item 3.02 below and the proposed merger as described above, the Registrant entered into a Letter
Agreement, dated May 13, 2010 (the “Letter Agreement”), with Innovator Capital Limited, a financial
services company based in London, England (“Innovator”), to clarify the Registrant’s fee
arrangements with Innovator in the context of the private placement and the proposed merger. Such
clarifications are described in the Letter Agreement, a copy of which is attached as Exhibit 10.1
and is incorporated herein by reference. Mr. Mungo Park, Chairman of the Board of Directors of the
Registrant, is also a principal and chairman of Innovator.
Item 3.02 Unregistered Sales of Equity Securities.
Clean Diesel currently is undertaking a private placement pursuant to Regulation S promulgated
under the Securities Act and this private placement will raise approximately $1 million. Under the
terms of the private placement, the closing of which is conditioned upon the consummation of the
Merger, Clean Diesel will sell units consisting of up to 654,118 shares of its common stock and
warrants to purchase up to 1,000,000 shares of its common stock.