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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A-1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
FOR THE FISCAL YEAR ENDED: DECEMBER 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ________________ to __________________
COMMISSION FILE NO. 0-27432
CLEAN DIESEL TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 06-1393453
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(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification Number)
SUITE 702, 300 ATLANTIC STREET
STAMFORD, CT 06901
(203) 327-7050
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(Address and telephone number of principal executive offices)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK $0.05 PAR VALUE PER SHARE
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(Title of Class)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. X
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Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).
Yes No X
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Aggregate market value of the voting stock held by non-affiliates of the
registrant based on the average bid and asked prices as of June 30, 2003:
$2.65 and as of March 19, 2004: $3.02
Indicate number of shares outstanding of each of the registered classes of
Common Stock at March 25, 2004: 15,679,337 shares Common Stock, $0.05 par value.
Certain portions of the Proxy Statement for the annual meeting of stockholders
to be held in 2003 are incorporated by reference into parts II, III and IV
hereof.
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EXPLANATORY NOTE
This is an amendment of the Clean Diesel Technologies, Inc. Annual Report
to the Commission on Form 10-K for the period ended December 31, 2003 which was
previously filed on March 24, 2004 (the "10-K"). The purpose of this amendment
is to note that the legend "Draft Subject to Revision" was inadvertently left on
the Auditors Report in Item 8 of the electronic transmission of the 10-K as
filed. Such legend was, however, not in fact a part of the Auditors Report as
signed. The 10-K is otherwise complete and correct as submitted.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Clean Diesel Technologies, Inc. has duly caused this
amendment to the report on Form 10-K to be signed on its behalf by the
undersigned, thereunto duly authorized.
CLEAN DIESEL TECHNOLOGIES, INC.
March 29, 2004 By: /s/ Jeremy D. Peter-Hoblyn
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Date Jeremy D. Peter-Hoblyn
Chief Executive Officer and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, the
following persons on behalf of Clean Diesel Technologies, Inc. and in the
capacities and on the date indicated have duly signed this report below.
/s/ Jeremy D. Peter-Hoblyn Chief Executive Officer and Director
-------------------------- (principal executive officer)
Jeremy D. Peter-Hoblyn
/s/ David W. Whitwell Chief Financial Officer, Vice President, and
-------------------------- Treasurer
David W. Whitwell (principal financial and accounting officer)
/s/ John A. de Havilland Director
--------------------------
John A. de Havilland
/s/ Derek R. Gray Director, Non-Executive Chairman of the Board
-------------------------- of Directors
Derek R. Gray
/s/ Charles W. Grinnell Director, Vice President, and Corporate
-------------------------- Secretary
Charles W. Grinnell
/s/ James M. Valentine Director and President
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James M. Valentine
Dated: March 29, 2004
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