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): July 22, 2016

 

CLEAN DIESEL TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

001-33710

 

06-1393453

(State or Other Jurisdiction

 

(Commission

 

(IRS Employer

of Incorporation)

 

File Number)

 

Identification No.)

 

1621 Fiske Place

 

 

Oxnard, California

 

93033

(Address of Principal Executive Offices)

 

(Zip Code)

 

(805) 639-9458

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

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):

 

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))

 

 

 


 

Item 5.03                                            Amendment to Articles of Incorporation or By-laws; Change in Fiscal Year.

 

On July 21, 2016, Clean Diesel Technologies, Inc. filed a Certificate of Amendment to its Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware to effect a one-for-five reverse stock split of our common stock, par value $0.01 per share (the “ Reverse Stock Split ”). The amendment became effective as of 5:00 p.m. Eastern Time on July 22, 2016.

 

As previously described in our definitive proxy statement filed with the Securities and Exchange Commission on April 19, 2016, the Company held its Annual Meeting of Stockholders on May 25, 2016, at which meeting the stockholders approved the amendment of our Restated Certificate of Incorporation to effect the Reverse Stock Split and to proportionately reduce the total number of shares authorized under our Restated Certificate of Incorporation from 100 million to 20 million.

 

As a result of the Reverse Stock Split, every five (5) shares of our issued and outstanding common stock were combined and reclassified into one (1) share of our common stock, which began trading on a split-adjusted basis on the NASDAQ Capital Market on July 25, 2016 with a new CUSIP number of 18449C500. The Reverse Stock Split did not change the par value of our common stock.

 

No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who otherwise would have been entitled to receive a fractional share in connection with the Reverse Stock Split will receive a cash payment in lieu thereof.

 

Our transfer agent, American Stock Transfer & Trust Company, is acting as exchange agent for the Reverse Stock Split and will send instructions to stockholders of record regarding the exchange of pre-split certificates for common stock.

 

On July 22, 2016, we also issued a press release with respect to the Reverse Stock Split described herein.

 

The Certificate of Amendment to our Restated Certificate of Incorporation is attached as Exhibit 3.1 hereto and is incorporated herein by reference. The press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

 

Item 9.01                                            Financial Statements and Exhibits.

 

(d)                                  Exhibits

 

3.1                                Certificate of Amendment to the Restated Certificate of Incorporation of Clean Diesel Technologies, Inc.

 

99.1                         Press release dated July 22, 2016.

 

2


 

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.

 

Date: July 22, 2016

CLEAN DIESEL TECHNOLOGIES, INC.

 

 

 

By:

/s/ Matthew Beale

 

 

Matthew Beale

 

 

Chief Executive Officer

 

3


 

EXHIBIT INDEX

 

Exhibit

 

 

Number

 

Description

 

 

 

3.1

 

Certificate of Amendment to the Restated Certificate of Incorporation of Clean Diesel Technologies, Inc.

 

 

 

99.1

 

Press release dated July 22, 2016.

 

4

Exhibit 3.1

 

CERTIFICATE OF AMENDMENT

 

TO THE

 

RESTATED CERTIFICATE

 

OF INCORPORATION

 

OF

 

CLEAN DIESEL TECHNOLOGIES, INC.

 

Clean Diesel Technologies, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “ Corporation ”), hereby does certify:

 

FIRST: The name of the corporation is Clean Diesel Technologies, Inc. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of Delaware on January 19, 1994. A Restated Certificate of Incorporation was filed with the Secretary of State of Delaware on March 21, 2007 (the “ Restated Certificate ”).  A Certificate of Amendment to the Restated Certificate was filed with the Secretary of State of Delaware on June 15, 2007. A second Certificate of Amendment to the Restated Certificate was filed with the Secretary of State of Delaware on October 14, 2010.  A third Certificate of Amendment to the Restated Certificate of Incorporation was filed with the Secretary of State of Delaware on May 23, 2012.  A fourth Certificate of Amendment to the Restated Certificate of Incorporation was filed with the Secretary of State of Delaware on February 12, 2016.

 

SECOND: That the Board of Directors of the Corporation on April 5, 2016 duly adopted resolutions setting forth a proposed amendment of the Restated Certificate, as heretofore amended, declaring said amendment to be advisable and in the best interests of the Corporation, and authorizing the distribution of the resolutions to the stockholders of the Corporation for consideration thereof.

 

THIRD: That a majority of the stockholders of the Corporation entitled to vote thereon, at the annual meeting of the stockholders held on May 25, 2016, voted to authorize said amendment in accordance with the provisions of Section 211 of the General Corporation Law of the State of Delaware.

 

FOURTH: That the said amendment was duly adopted in accordance with the applicable provisions of Sections 211, 222 and 242 of the General Corporation Law of the State of Delaware.  The Restated Certificate is hereby amended as follows:

 

The introductory paragraph of Article 4 is hereby deleted in its entirety and replaced with the following:

 

“4. The Corporation shall have authority to issue the total number of Twenty Million (20,000,000) Shares of the par value of $0.01 per share, amounting in the aggregate to Two Hundred Thousand Dollars ($200,000), and of such shares, Nineteen Million Nine Hundred Thousand (19,900,000) shall be designated as Common Stock and One Hundred Thousand (100,000) shall be designated as Preferred Stock.

 

At the Effective Time (as defined below), every five (5) shares of Common Stock outstanding immediately prior to the Effective Time (such shares, the “Old Common Stock”) shall automatically without further action on the part of the Corporation or the holders thereof be combined and converted into one (1) fully paid and nonassessable share of Common Stock (the “New Common Stock”), subject to the treatment of fractional shares described below.  From and after the Effective Time, certificates representing the Old Common Stock shall, without the necessity of presenting the same for exchange, represent the number of shares of New Common Stock into which such Old Common Stock shall have been converted pursuant to this Certificate of Amendment.  There shall be no fractional shares issued.  Stockholders who otherwise would be entitled to receive fractional shares because they hold a number of shares of Common Stock not evenly divisible by five (5) will be entitled to receive cash in lieu of such fractional shares at the value thereof on the date of the Effective Time, as determined by the Board of Directors.”

 


 

FIFTH: The Restated Certificate is hereby ratified and confirmed in all other respects.

 

SIXTH : This Certificate of Amendment shall be effective as of 5:00 p.m. Eastern Time on July 22, 2016 (the “Effective Time”).

 

IN WITNESS WHEREOF, this Corporation has caused this Certificate to be duly executed this 21st day of July, 2016.

 

 

CLEAN DIESEL TECHNOLOGIES, INC.

 

 

 

 

 

By:

/s/ Matthew Beale

 

 

Name:

Matthew Beale

 

 

Title:

Chief Executive Officer

 

Exhibit 99.1

 

 

CDTi Announces Effective Date of Reverse Stock Split

 

Oxnard, California — July 22, 2016 — Clean Diesel Technologies, Inc. (NASDAQ: CDTI) (“CDTi” or “the Company”), a leader in advanced emission control technology, announced the expected effective date of its 1-for-5 reverse stock split. Stockholders granted the Board of Directors discretionary authority to effect the reverse split at the Company’s annual meeting of stockholders held on May 25, 2016.

 

CDTi anticipates the reverse split to be effective after the close of trading on NASDAQ on Friday, July 22, 2016 (the “Effective Date”), and for the common stock to continue trading on NASDAQ under the trading symbol “CDTI” under new CUSIP number 18449C500 on a split-adjusted basis commencing at the open of trading on Monday, July 25, 2016. The reverse split will reduce the number of outstanding shares of CDTi common stock from approximately 19.6 million shares to approximately 3.9 million shares. Correspondingly, the trading price of CDTi common stock is expected to proportionately increase immediately following the Effective Date.

 

The Company will not issue any fractional shares resulting from the reverse split. Instead, any stockholder who would otherwise be entitled to less than one full share of CDTi common stock will receive a cash payment for such fractional share at a rate equal to the average of the closing prices per share of CDTi common stock on NASDAQ over the five trading days immediately preceding the Effective Date.

 

Additional information on the reverse stock split can be found in the Company’s definitive proxy statement filed with the SEC on April 19, 2016, which is available on the Company’s website at www.cdti.com.

 

About CDTi

 

CDTi develops advanced materials technology for the emissions control market . CDTi’s proprietary technologies provide high-value sustainable solutions to reduce hazardous emissions, increase energy efficiency and lower the carbon intensity of on- and off-road combustion engine systems. With a continuing focus on innovation-driven commercialization and global expansion, CDTi’s breakthrough Powder-to-Coat (P2C™) technology exploits the Company’s high-performance, advanced low-platinum group metal (PGM) emission reduction catalysts. Key technology platforms include Mixed Phase Catalyst (MPC®), Base Metal Activated Rhodium Support (BMARS™), Synergized PGM (SPGM™), Zero PGM (ZPGM™) and Spinel™. For more information, please visit www.cdti.com.

 

Forward-Looking Statements

 

Certain information contained in this press release constitutes forward-looking statements, including any statements that are not statements of historical fact. You can identify these forward-looking statements by the use of the words “believes”, “expects”, “anticipates”, “plans”, “may”, “will”, “would”, “intends”, “estimates”, and other similar expressions, whether in the negative or affirmative. Forward-looking statements are based on a series of expectations, assumptions, estimates and projections, which involve substantial uncertainty and risk. In this document, the Company includes forward-looking statements regarding the effects of the reverse stock split on the Company’s common stock and trading price.  The actual effects of the reverse stock split may differ materially from those indicated by such forward-looking statements because of uncertainties, including, but not limited to, the manner in which NASDAQ implements the reverse stock split and the trading volume and market reaction to the reverse stock split when trading commences after its effectiveness.  In addition, any forward-looking statements represent the Company’s expectations only as of the date of such statements and should not be relied upon as representing the Company’s expectations as of any subsequent date. The Company specifically disclaims any obligation to update forward-looking statements. All forward-looking statements in this press release are qualified in their entirety by this cautionary statement.

 

Contact Information:

Becky Herrick or Cathy Mattison

LHA Investor Relations

+1 415 433 3777

bherrick@lhai.com / cmattison@lhai.com