As filed with the Securities and Exchange Commission on June 2, 2011
Registration No. 333-171431
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to
FORM S-1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Clean Diesel Technologies, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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2810
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06-1393453 |
(State or
other jurisdiction
of incorporation or
organization)
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(Primary Standard Industrial Classification
Code Number)
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(I.R.S. Employer Identification No.) |
4567 Telephone Road, Suite 206
Ventura, California 93003
(805) 639-9458
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Nikhil A. Mehta
Chief Financial Officer and Treasurer
4567 Telephone Road, Suite 206
Ventura, California 93003
(805) 639-9458
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Robert M. Smith
Reed Smith LLP
101 Second Street, Suite 1800
San Francisco, California 94105
(415) 659-5955
Approximate date of commencement of proposed sale to the public: Not applicable.
If any of the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.
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If this Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same
offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities
Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities
Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):
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Large accelerated filer ¨
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Accelerated filer ¨
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Non-accelerated filer ¨
(Do not check if a smaller reporting company)
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Smaller reporting company x |
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 (this Post-Effective Amendment) relates to the
Registration Statement on Form S-1 (Registration No. 333-171431) (the Registration Statement) of
Clean Diesel Technologies, Inc., a Delaware corporation (the Company) originally filed on
December 27, 2010, as amended on December 30, 2010 and declared effective on December 30, 2010.
Pursuant to the Registration Statement, the Company registered for resale 709,602 shares of the
Companys common stock.
The Company filed the Registration Statement pursuant to that certain Registration Rights
Agreement dated October 15, 2010. The Company and the holders of a majority of the Registrable
Securities (as defined in the Registration Rights Agreement) have waived the obligation that the
Company keep the Registration Statement effective. This Post-Effective Amendment is being filed
solely to deregister all of the shares of common stock previously registered under the Registration
Statement that remain unsold under the Registration Statement and to terminate the effectiveness of
the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has
duly caused this registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Ventura, State of California, on the 2nd day of June,
2011.
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CLEAN DIESEL TECHNOLOGIES, INC.
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By: |
/s/ Charles F. Call
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Charles F. Call |
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Chief Executive Officer
(Principal Executive Officer) |
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Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement
has been signed below by the following persons in the capacities and on the dates indicated.
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Signature |
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Title |
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Date |
/s/ Charles F. Call
Charles F. Call |
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Director, Chief Executive Officer
(Principal Executive Officer)
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June 2, 2011 |
/s/ Nikhil A. Mehta
Nikhil A. Mehta |
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Chief Financial Officer
(Principal Financial Officer)
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June 2, 2011 |
/s/ David E. Shea
David E. Shea |
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Controller
(Principal Accounting Officer)
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June 2, 2011 |
/s/ *
Alexander Hap Ellis III |
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Chairman of the Board
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June 2, 2011 |
/s/ *
Bernard (Bud) H. Cherry |
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Director
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June 2, 2011 |
/s/ *
Charles R. Engles, Ph.D. |
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Director
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June 2, 2011 |
/s/ *
Derek R. Gray |
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Director
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June 2, 2011 |
/s/ *
Mungo Park |
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Director
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June 2, 2011 |
* |
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The undersigned does hereby sign this registration statement on behalf of the above
indicated director of Clean Diesel Technologies, Inc. pursuant to a power of attorney executed by
such director. |
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By: |
/s/ Nikhil A. Mehta
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Nikhil A. Mehta |
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Attorney-in-Fact |
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