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Registration No. 333 -
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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CLEAN DIESEL TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 06-1393453
(State or other jurisdiction of incorporation (I.R.S. Employer Identification
or organization) Number)
300 Atlantic Street
Suite 702
Stamford Connecticut 06901
(Address of Principal Executive Offices)
THE 1994 INCENTIVE PLAN OF CLEAN DIESEL TECHNOLOGIES, INC.
(Full title of plan)
Charles W. Grinnell, Esq.
1055 Washington Blvd. - 5th Floor
Stamford, CT 06901
(Name and address of agent for service)
(203) 363-7105
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
Title of Shares Amount to Proposed Maximum Proposed Maximum Amount of
to be Registered be Registered Offering Price Per Aggregate Offering Price Registration Fee
(1) Share(2) (2)
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
par value, $0.05
per share 1,100,000 $2.38 $2,618,000 $691.15
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Includes an indeterminate number of shares of Common Stock that may be
issuable by reason of stock splits, stock dividends or similar transactions
in accordance with Rule 416 under the Securities Act of 1933.
(2) Based upon the following shares and exercise prices, 84,450 shares at $4.65;
5,000 shares at $4.19; 62,500 shares at $2.00; 5000 shares at $0.72; 27,777
shares at $1.13; 5,000 shares at $0.94; 266,667 shares at $0.90; 60,000
shares at $2.38; 233,000 shares at $2.50; and, estimated solely for the
purpose of computing the registration fee pursuant to Rule 457 under the
Securities Act of 1933, 350,606 shares at $3.08, being the average of the
high and low prices as reported on the Electronic Bulletin Board on March
20, 2000.
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This Registration Statement is filed pursuant to instruction E to Form
S-8 to register additional Common Stock issuable under Registrant's 1994
Incentive Compensation Plan, as amended.
Pursuant to Instruction E to Form S-8, the Registrant hereby
incorporates by reference into this Registration Statement the contents of the
Registrant's Registration Statement on Form S-8 (File No. 333-16939) and all
post effective amendments thereto.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
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Exhibit No. Description Of Exhibit
- ----------- ----------------------
4.1 Certificate of Incorporation, as amended, filed as Exhibit to
Registration Statement on Form S-1 (File No. 33-95840).*
4.2 Certificate of Amendment of Certificate of Incorporation, effective
June 27, 1998, filed as Exhibit to Report on Form 10-K for the year
ended December 31, 1999.*
4.3 Bylaws filed as Exhibit to Registration Statement on Form S-1
(File No. 33-95840).*
4.4 The 1994 Incentive Plan of Clean Diesel Technologies, Inc. as
amended through August 8, 1996, (the "Plan") filed as Exhibit 4.2
to the Registration Statement on Form S-8 File No. 333-16939). *
4.5 Amendment of Section 5.1 of 1994 Incentive Plan, effective June 9,
1999,filed as Exhibit to Report on Form 10-K for the year ended
December 31, 1999.*
4.6 Form of Option Agreement under the 1994 Incentive Plan of Clean
Diesel Technologies, Inc. Filed as Exhibit 4.3 to the Registrants
Registration Statement on Form S-8(File No. 333-16939).*
5.0 Opinion of counsel as to the legality of obligations and securities
offered under the Plan.
23.1 Consent of Ernst & Young LLP
23.2 Consent of counsel (included in Exhibit 5.0 hereto).
24.0 Powers of Attorney in favor of Douglas G. Bailey, Ralph E. Bailey,
John A. de Havilland, Derek R. Gray, Charles W. Grinnell, Jeremy D.
Peter-Hoblyn, David W. Whitwell and James M. Valentine (included on
signature pages).
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* Incorporated herein by reference.
-1-
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Stamford, Connecticut, on March 24, 2000.
CLEAN DIESEL TECHNOLOGIES, INC
By /s/ Jeremy D. Peter-Hoblyn
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Jeremy D. Peter-Hoblyn
President and Chief Executive Officer
Each person whose signature appears below constitutes and
appoints Jeremy D. Peter-Hoblyn and Charles W. Grinnell, and each of them, as
his or her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution for him or her and in his or her name, place and
stead, in any and all capacities, to sign any and all amendments to this
registration statement, and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Commission, granting unto said
attorney-in fact and agent full power and authority to do and perform each act
and thing requisite and necessary to be done, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
-2-
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Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons on March
24, 2000 in the capacities indicated.
Signature Title
/s/ J.D. Peter-Hoblyn President, Chief Executive Officer
- --------------------------- and Director (Principal Executive
Jeremy D. Peter-Hoblyn Officer)
/s/ David W. Whitwell Vice President, Treasurer and Chief
- --------------------------- Financial Officer (Principal
David W. Whitwell Financial and Accounting Officer)
/s/ Douglas G. Bailey Director
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Douglas G. Bailey
/s/ Ralph E. Bailey Chairman of the Board and Director
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Ralph E. Bailey
/s/ John A. de Havilland Director
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John A. de Havilland
/s/ Derek R. Gray Director
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Derek R. Gray
/s/ James M. Valentine Executive Vice President, Chief
- --------------------------- Operating Officer and Director
James M. Valentine
/s/ Charles W. Grinnell Vice President, General Counsel,
- --------------------------- Corporate Secretary and Director
Charles W. Grinnell
-3-
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Exhibit 5.0
March 24, 2000
Board of Directors
Clean Diesel Technologies, Inc.
Suite 702, 300 Atlantic Street
Stamford CT 06901
Dear Sirs:
This opinion is rendered in connection with the registration on Form S-8 ("the
Registration Statement") of 1,100,000 shares of Common Stock (the "Shares") of
Clean Diesel Technologies, Inc. (the "Company") pursuant or subject to the 1994
Incentive Plan of the Company as amended through June 9, 1999. In rendering this
opinion I have reviewed the Articles of Incorporation of the Company, as
amended, and such other documents as I deemed relevant in the circumstances.
In my opinion such of the Shares as are to be issued under stock option
agreements extant as of the date hereof have been duly authorized, and, when
approved by resolution of the Board of Directors of the Company and covered by
future stock option agreements, the remainder of the Shares shall have been duly
authorized. Further, in my opinion, when payment of the exercise price is made
to and certificates therefor are issued by the Transfer Agent and Registrar of
the Company, the Shares evidenced by such certificates shall be validly issued
and non-assessable.
I consent to the reference to this opinion in the Registration Statement and to
its inclusion as an exhibit to the Registration Statement.
Very truly yours,
/s/ C.W. Grinnell
Charles W. Grinnell
Vice President, General Counsel
& Corporate Secretary
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Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 1994 Incentive Plan of Clean Diesel Technologies, Inc.,
as amended through June 9, 1999, of our report dated March 7, 2000, with respect
to the financial statements of Clean Diesel Technologies, Inc. included in its
Annual Report (Form 10-K) for the year ended December 31, 1999 filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Stamford, Connecticut
March 24, 2000
