UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
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PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
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CLEAN DIESEL TECHNOLOGIES, INC.
(Name of Registrant as Specified In Its Charter)
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CLEAN DIESEL TECHNOLOGIES, INC.
300 ATLANTIC STREET, SUITE 702
STAMFORD CT 06901
========================================
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 10, 2004
----------------------------------------
To the Stockholders of Clean Diesel Technologies, Inc.:
The Annual Meeting (the "Meeting") of Stockholders of Clean Diesel
Technologies, Inc., a Delaware corporation, will be held Wednesday, June 10,
2004, at the offices of J. M. Finn & Co., Salisbury House, London Wall, London
EC2M 5TA U.K. at 11:00 a.m. to consider and act upon the following matters, each
of which is explained more fully in the following Proxy Statement. A proxy card
for your use in voting is also enclosed.
1. To elect five (5) directors;
2. To ratify the appointment of Eisner LLP as independent auditors for
the year 2004; and
3. To transact any other business that may properly come before the
meeting or any adjournment.
Only holders of Common Stock of record at the close of business on April 5,
2004 are entitled to notice of and to vote at the Meeting. The presence in
person or by proxy of stockholders entitled to cast a majority of the total
number of votes which may be cast shall constitute a quorum for the transaction
of business at the Meeting.
The Clean Diesel Technologies, Inc. Annual Report for 2003 is enclosed with this
Notice of Meeting and Proxy Statement.
By Order of the Board of Directors
Charles W. Grinnell
Secretary
Stamford, Connecticut
April 15, 2004
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON IT IS REQUESTED THAT YOU
PROMPTLY FILL OUT, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD OR VOTING
INSTRUCTION FORM TO THE SENDER IN THE ENCLOSED RETURN ENVELOPE.
CLEAN DIESEL TECHNOLOGIES, INC.
===============
PROXY STATEMENT
===============
The enclosed proxy is solicited by the Board of Directors (the "Board") of
Clean Diesel Technologies, Inc., a Delaware corporation ("CDT" or the
"Company"), in connection with the Annual Meeting of Stockholders of the Company
(the "Meeting") to be held at the offices of J. M. Finn & Co., Salisbury House,
London Wall, London EC2M 5TA U.K., on Wednesday, June 10, 2004, at 11:00 a.m.
and at any adjournments.
The record date with respect to this solicitation is April 5, 2004. All
holders of the CDT's common shares, $.05 par, as of the close of business on
that date are entitled to vote at the Meeting. The common shares are the only
outstanding securities of CDT. According to the records of CDT's transfer agent,
as of the record date CDT had 15,666,336 common shares outstanding and eligible
to vote. A stockholders list as of the record date is available for inspection
at the office of CDT set out in the Notice of Meeting and will be available for
inspection at the Meeting.
The quorum for the Meeting is that number of common shares representing a
majority of the votes entitled to be cast. Each stockholder is entitled as of
the record date to cast one vote per common share held.
A proxy may be revoked by a stockholder at any time prior to its being
voted. If a proxy is properly signed and not revoked by the stockholder, the
shares it represents will be voted at the Meeting in accordance with the
instructions of the stockholder. Abstentions and broker non-votes are counted in
determining whether a quorum is present, but are not counted in the calculation
of the vote. If the proxy is signed and returned without specifying choices, the
shares will be voted in accordance with the recommendations of the Board.
Members of the Board and Executive Officers of CDT may solicit
stockholders' proxies. CDT shall bear the cost of proxy solicitation, if any.
The CDT Annual Report to Stockholders, containing financial statements
reflecting the financial position and results of operations of the Company for
2003 (the "Financial Statements"), and this Proxy Statement were distributed
together commencing in the week of April 26, 2004.
ELECTION OF DIRECTORS
The Board proposes the election of five directors. The term of office of
each director is until the 2005 Annual Meeting or until a successor shall have
been duly elected or the director shall sooner resign, retire or be removed.
John A. de Havilland, Derek R. Gray, Charles W. Grinnell, Jeremy D. Peter-Hoblyn
and James M. Valentine, who are each incumbent directors, are the management
nominees for election as directors of the Company. Each of the nominees has
consented to act as a director, if elected. Should one or more of these nominees
become unavailable to accept nomination or election as a director, votes will be
cast for a substitute nominee, if any, designated by the Board. If no substitute
nominee is designated prior to the election, the individuals named as proxies on
the enclosed proxy card will exercise their judgment in voting the shares that
they represent, unless the Board reduces the number of directors.
THE AFFIRMATIVE VOTE OF A PLURALITY OF THE AGGREGATE VOTES CAST OF THE
STOCKHOLDERS VOTING SHALL ELECT THE NOMINEES AS DIRECTORS. THE COMPANY
RECOMMENDS A VOTE FOR EACH OF THE NOMINEES.
The following table sets forth certain information with respect to each
person nominated and recommended to be elected as directors of the Company.
Name Age Director Since
---------------------- --- --------------
John A. de Havilland 66 1994
Derek R. Gray 70 1998
Charles W. Grinnell 67 1994
Jeremy D. Peter-Hoblyn 64 1994
James M. Valentine 50 1994
DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
JOHN A. DE HAVILLAND has been a director of the Company since its
inception. Mr. de Havilland was a director of J. Henry Schroder Wagg & Co.
Ltd., a merchant bank, from 1972 until his retirement in 1989. Except for the
period of April through December 1998, Mr. de Havilland was a Managing Director
of Fuel-Tech N.V., a pollution control company, from 1987 through March 1, 2002.
DEREK R. GRAY has been a director of the Company since 1998. Mr. Gray has
been Managing Director of S G Associates Limited, a United Kingdom fiscal
advisory firm since 1971 and a director of Velcro Industries N.V., a
manufacturing company, since 1974.
CHARLES W. GRINNELL has been Vice President, General Counsel and Corporate
Secretary of the Company since its inception and has held the same positions
with Fuel-Tech N.V. since 1987. Mr. Grinnell, a Managing Director of Fuel-Tech
N.V., is engaged in the private practice of corporate law in Stamford,
Connecticut.
JEREMY D. PETER-HOBLYN has been Chief Executive Officer of CDT from its
inception and was President from inception until March 12 2002. He was Chairman
from March 12, 2002 until June 11, 2003. Mr. Peter-Hoblyn was a Managing
Director of Fuel-Tech N.V. from 1987 through March 1, 2002.
R. GLEN REID, 57, has been Vice President - Sales and Marketing of CDT
since April 18, 2003 and an employee of CDT since 2002. From 1999 to 2002 Mr.
Reid was Vice President - Sales and Marketing of Marathon Sensors, Inc., a
manufacturer of sensors and associated instrumentation.
TIMOTHY ROGERS, 42, has been Vice President - International of CDT since
February 21, 2004 and previously had been a consultant to CDT since September
30, 2003. From 2002 to September 2003 he was Director of Sales and Marketing of
ADAS Consulting, Ltd and from 1993 to 2002 was a Company Director of Adastra, a
wholly owned subsidiary of Associated Octel Company, Ltd, a U.K. based
multinational Petrochemical company.
DAVID W. WHITWELL, 38, has served as Vice President, Chief Financial
Officer and Treasurer of the Company since 1999. Mr. Whitwell had previously
been Vice President and Chief Financial Officer of Primedia, Inc.'s Special
Interest Magazine Division since 1996 and prior to that position had been
Manager of Planning and Analysis at the Health Care Products Division of
Schering Plough, Inc. since 1991.
JAMES M. VALENTINE has been President of CDT since March 12, 2002 and has
been Chief Operating Officer of CDT since inception. He was Executive Vice
President since inception until March 12, 2002. From the period 1990 through
1993, Mr. Valentine was the head of his own energy and environmental consulting
firm. Mr. Valentine was a Managing Director of Fuel-Tech N.V. from 1993 through
March 1, 2002.
There are no family relationships between any of the directors or executive
officers. Please also see the text below under the captions "Certain
Relationships and Related Transactions."
COMMITTEES OF THE BOARD
The standing Committees of the Board are an Audit Committee and a
Compensation and Nominating Committee. Messrs. Gray, de Havilland and
Peter-Hoblyn are members of both committees. Mr. Gray is Chairman of the Audit
Committee and Mr. de Havilland is Chairman of the Compensation and Nominating
Committee. Mr. Gray and Mr. de Havilland are independent directors. Mr.
Peter-Hoblyn is an ex officio member of these committees and as such does not
vote or attend executive sessions. Both Mr. Gray and Mr. de Havilland are
independent directors under the definition of NASDAQ Rule 4500(a)(15) and also
the more restrictive independence standard applicable to audit committees
in NASDAQ rule 4350(d). While CDT is not listed on a recognized stock exchange,
the Board follows certain policies of The NASDAQ Stock Market, Inc. as best
practice. The Charters of these Committees will be available for viewing on the
CDT web site .
The Audit Committee is responsible for review of audits, financial
reporting and compliance, and accounting and internal controls policy. For audit
services, the Audit Committee is responsible for the engagement and compensation
of independent auditors, oversight of their activities and evaluation of their
independence. The audit committee has instituted procedures for receiving
reports of improper recordkeeping, accounting or disclosure. The Board has also
constituted the Audit Committee as a Qualified Legal Compliance Committee in
accordance with Securities and Exchange Commission regulations.
In the opinion of the Board each of the voting members of the Audit
Committee has both business experience and an understanding of generally
accepted accounting principles and financial statements enabling them to
effectively discharge their responsibilities as members of that Committee.
Moreover, the Board has determined that Mr. Gray is a Financial Expert within
the meaning of Securities and Exchange Commission regulations. In making this
determination the Board considered Mr. Gray's formal training and long
experience in accounting and auditing and his former service for many years as
the Chairman of the Audit Committee of another reporting Company under the
Securities Exchange Act.
The Compensation and Nominating Committee was established March 13, 2004
replacing the Compensation Committee. This Committee is responsible for
establishing executive compensation and administering the Company's Incentive
Compensation Plan and also determines the identity of director nominees for
election to fill a vacancy on the Board of Directors of CDT. Nominees are
approved by the Board on recommendation of the Committee.
In evaluating nominees, the Committee particularly seeks candidates of high
ethical character with significant business experience at the senior management
level who have the time and energy to attend to Board responsibilities.
Candidates should also satisfy such other particular requirements that the
Committee may consider important to CDT's business at the time. When a vacancy
occurs on the Board, the Committee will consider nominees from all sources,
including shareholders, nominees recommended by other parties, and candidates
known to the Directors or CDT management. The Committee may, if appropriate,
make use of a search firm and pay a fee for services in identifying candidates.
The best candidate from all evaluated will be recommended to the Board to
consider for nomination.
Stockholders who wish to recommend candidates for consideration as nominees
should on or before January 1 in each year furnish in
writing detailed biographical information concerning the candidate to the
Committee addressed to the Corporate Secretary of CDT at the address set out on
the Notice of Meeting.
CORPORATE GOVERNANCE
Director Independence
Mr. Gray and Mr. de Havilland are independent, non-executive directors. The
Board does not have a majority of independent directors, as CDT is too small a
company for that practice to be feasible. The Company is not listed on an
exchange subject to the Securities Exchange Act of 1934.
Meetings
During 2003 there were six meetings of the Board of Directors of CDT, three
meetings of the Compensation Committee, and two meetings of the Audit Committee.
Each Director attended at least 75% of Board and Committee meetings of which he
was a member during 2003.
Code of Business Ethics and Conduct
On the recommendation of the Audit Committee, the Board has adopted a Code
of Business Ethics and Conduct which will be available for viewing on the CDT
web site . Changes to or waivers of the requirements of the Code
will be posted to the web site and reflected in appropriate Securities and
Exchange Commission filings.
Indemnification
Under the CDT Certificate of Incorporation, indemnification is afforded the
Company's directors and executive officers to the fullest extent permitted by
the provisions of the General Corporation Law of the State of Delaware. Such
indemnification also includes payment of any costs which an indemnitee incurs
because of claims against the indemnitee. The Company is, however, not obligated
to provide indemnity and costs where it is adjudicated that the indemnitee did
not act in good faith in the reasonable belief that the indemnitee's actions
were in the best interests of the Company, or, in the case of a settlement of a
claim, such determination is made by the Board of Directors of the Company.
The Company carries insurance providing indemnification, under certain
circumstances, to all of its directors and officers for claims against them by
reason of, among other things, any act or failure to act in their capacities as
directors or officers. The annual premium for this policy is $$75,000. No sums
have been paid for such indemnification to any past or present director or
officer by the Company or under any insurance policy.
RATIFICATION OF APPOINTMENT OF AUDITORS
The Audit Committee has reappointed the firm of Eisner LLP, Certified
Public Accountants ("Eisner"), to be the Company's independent auditors for the
year 2004 and submits that reappointment to stockholders for ratification.
Eisner, an independent member of Baker Tilly International, was also engaged to
perform that service by the Audit Committee for the 2003 audit and replaced
Ernst and Young LLP in 2003 as the CDT independent auditors. A representative of
Eisner is not expected to be present at the London Meeting.
AUDIT FEES
CDT agreed to pay Eisner $39,500 for fees for professional services for the
audit of the Company's 2003 financial statements and $9,000 for the reviews of
the Company's financial statements included in quarterly reports on Securities
and Exchange Commission Form 10-Q filed in 2004. Of those amounts $21,000 has
been paid to date. The 2004 quarterly reviews have been approved in advance by
the Audit Committee as a non audit service.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
In 2003, Eisner did not perform any professional services for the Company
in connection with financial information systems design and implementation.
ALL OTHER FEES
In 2003, Eisner performed no non-audit services for the Company.
THE AFFIRMATIVE VOTE OF A MAJORITY OF THE SHARES VOTING IS REQUIRED FOR THE
APPROVAL OF THIS PROPOSAL. THE COMPANY RECOMMENDS A VOTE FOR THIS PROPOSAL.
REPORT OF THE AUDIT COMMITTEE
Management is responsible for the Company's internal controls and its
financial reporting. The independent auditors are responsible for performing an
audit of the Company's financial statements in accordance with auditing
standards generally accepted in the United States and for expressing an opinion
on those financial statements based on their audit. The Audit Committee reviews
these processes. In such context, the Committee has reviewed and discussed the
audited financial statements contained in the 2003 Annual Report on Form 10-K
with the Company's management and its independent auditors.
The Committee has discussed with the independent auditors the matters
required to be discussed by the Statement on Auditing Standards No. 61
(Communication with Audit Committees), as amended.
The Committee has received the written disclosures and the letter
from the independent auditors required by Independence Standards Board Standard
No. 1 (Independence Discussions with Audit Committees), as amended, and has
discussed with the independent auditors their independence. The Committee has
also considered whether the provision of the services described above under the
captions "Financial Information Systems Design and Implementation" and "All
Other Fees" is compatible with maintaining the independence of the independent
auditors.
Based on the review and discussions referred to above. The Committee
recommended to the Board of Directors that the audited financial statements be
included in the Company's Annual Report on Form 10-K for the year ended December
31, 2003 filed with the Securities and Exchange Commission.
This report has been provided by the following members of the Audit
Committee: D. R. Gray, Chairman and J. A. de Havilland.
PRINCIPAL STOCKHOLDERS AND STOCK OWNERSHIP OF MANAGEMENT
The following table sets forth information regarding the beneficial
ownership of common stock as of April 15, 2004 by (i) each person known to the
Company to own beneficially more than three percent of the outstanding Common;
(ii) each director of the Company; (iii) the Named Executive Officers; and (iv)
all directors and executive officers as a group.
NAME AND ADDRESS(1) NO. OF SHARES(2)(3) PERCENTAGE(4)
--------------------------------------- ------------------- -------------
Beneficial Owners
Fuel-Tech N.V.(2)(5) 1,849,972 11.8%
Waltham Forest Friendly Society 1,394,350 8.9%
Positive Securities Limited 1,304,734 8.3%
Cadogan Settled Estates
Shareholding Company Limited(5) 1,059,453 6.7%
J.A. Kanis 593,258 3.8%
Directors and Named Executive Officers
John A. de Havilland (2) 155,261 1.0%
Derek R. Gray (2) 549,891 3.5%
Charles W. Grinnell (2) 181,804 1.2%
Jeremy D. Peter-Hoblyn(2) 441,653 2.8%
R. Glen Reid(2) 83,500 *
James M. Valentine(2) 388,545 2.5%
David W. Whitwell(2) 225,562 1.4%
All Directors and Officers
as a Group (8 persons)(2) 2,059,549 13.1%
-------------------------
* Less than 1%
(1) The address of Fuel-Tech N.V. is Castorweg 22-24, Curacao, Netherlands
Antilles. The address of the other beneficial owners is c/o S G Associates
Limited, 45 Queen Anne Street, London W1G 9JF U.K. The address of Directors and
Named Executive Officers is c/o Clean Diesel Technologies, Inc., Suite 702, 300
Atlantic Street, Stamford, Connecticut 06901.
(2) In addition to shares issued and outstanding, includes shares subject to
options or warrants exercisable within 60 days for Fuel-Tech N.V., 25,000
shares; Mr. Kanis, 21,247 shares; Mr. de Havilland, 138,817 shares; Mr. Gray,
204,757 shares; Mr. Grinnell, 166,600 shares; Mr. Reid, 53,332 shares; Mr.
Peter-Hoblyn, 391,400 shares; Mr. Valentine, 386,985 shares; Mr. Whitwell,
213,200 shares; and, for all directors and officers as a group, 1,618,591
shares. The amount for Mr. de Havilland and for directors and officers as a
group does not include 23,599 shares owned by his adult children as to which he
disclaims beneficial ownership.
(3) To the knowledge of the Company the owners of all shares hold sole
beneficial ownership and investment power over the shares reported.
(4) The percentages are percentages of outstanding stock and have been
calculated by including, warrants and options exercisable within 60 days. In
addition 3% rather than 5% is presented in accordance with standard U.K.
practice due to the Company's listing on the Alternative Investment Market of
the London Stock Exchange.
(5) The shares indicated for Fuel-Tech N.V. include shares held by its
wholly-owned subsidiary, Platinum Plus, Inc. Mr. de Havilland is a director of
Cadogan Settled Estates Shareholding Company Limited and disclaims beneficial
ownership of the shares held by that company.
EXECUTIVE COMPENSATION
The table below sets forth information concerning compensation for services
in all capacities awarded to, earned by or paid to Mr. Jeremy D. Peter-Hoblyn,
Chief Executive Officer, Mr. R. Glen Reid, Vice President, Sales and Marketing,
Mr. David W. Whitwell, Vice President, Treasurer and Chief Financial Officer and
Mr. James M. Valentine, President and Chief Operating Officer, during the fiscal
years ended December 31, 2003, 2002 and 2001, the only executive officers of the
Company who earned total compensation in excess of $100,000 during fiscal year
2003 (the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
ANNUAL LONG-TERM
----------------------------- --------------------------
SHARES
UNDERLYING
OPTIONS ALL OTHER
NAME AND PRINCIPAL GRANTED COMPENSATION
POSITION YEAR SALARY (1) BONUS OTHER(2) (#) (3) (4)
------------------- ---- ---------- ------ -------- ----------- -------------
Jeremy Peter-Hoblyn 2003 256,875 - 22,900 70,000 -
Chief Executive 2002 289,600 - 50,000 100,000 -
Officer 2001 247,500 - 50,000 60,000 -
R. Glen Reid 2003 160,667 16,000 38,000 60,000 4,820
Vice President 2002 120,000 - - 50,000 2,400
Sales and Marketing 2001 - - - - -
David W. Whitwell
Vice President and 2003 192,083 25,000 - 96,000 5,570
Chief Financial 2002 184,300 - - 80,000 5,375
Officer 2001 159,167 - - 40,000 4,775
James M. Valentine 2003 301,250 50,000 - 120,000 10,088
President and Chief 2002 289,100 - - 100,000 9,500
Operating Officer 2001 239,133 - - 60,000 9,450
(1) For 2001, $62,500 of Mr. Peter-Hoblyn's salary was deferred until the
Company attains gross annual revenues of $5 million.
(2)The amounts designated "Other" were amounts accrued for the premiums on
an annuity for Mr. Peter-Hoblyn and a relocation allowance for Mr. Reid.
(3) Options granted were Non-Qualified Stock Options through 2002;
thereafter and for Mr. Peter-Hoblyn, they were Incentive Stock Options. CDT
has granted no stock appreciation rights in connection with stock options.
(4) The amounts designated "All Other" were Company matching 401(k) or
profit sharing contributions and auto allowance.
DIRECTORS' COMPENSATION
CDT provides an annual retainer of $30,000 plus associated expenses for
directors who are not employees of the Company. The Chairman of the Board
receives an additional annual retainer of $30,000. The Chairman of the Audit
Committee receives an additional annual retainer of $10,000. Directors who are
employees of the Company will receive no compensation for their service as
directors. For 2003, 26,031 shares of restricted Common in lieu of cash were
issued to Mr. Gray on account of directors' fees.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Peter-Hoblyn, Chief Executive Officer, is a non-voting ex-officio
member of the Compensation Committee who does not participate in executive
sessions.
OPTION GRANTS IN THE LAST FISCAL YEAR
TO NAMED EXECUTIVE OFFICERS
POTENTIAL
REALIZABLE VALUE
NUMBER OF % OF TOTAL OF ASSUMED ANNUAL
SHARES OPTIONS EXERCISE RATES OF PRICE
UNDERLYING GRANTED TO OR BASE APPRECIATION FOR
OPTIONS EMPLOYEES PRICE EXPIRATION OPTION TERM
NAME GRANTED (#) IN 2003 ($/SHARE) DATE 5% 10%
---------------------------------------------------------------------------------------------------------
Jeremy D. 40,000 $ 1.65 6/11/03 $ 41,507 $105,187
Peter-
Hoblyn 30,000 12% $ 3.07 12/2/03 $ 57,921 $146,784
David W. 65,000 $ 1.65 6/11/03 $ 67,449 $170,929
Whitwell 31,000 16% $ 3.07 12/2/03 $ 59,852 $151,676
R. Glen 40,000 $ 1.65 6/11/03 $ 41,507 $105,187
Reid 20,000 10% $ 3.07 12/2/03 $ 38,614 $ 97,856
James M. 80,000 $ 1.65 6/11/03 $ 83,014 $210,374
Valentine 40,000 20% $ 3.07 12/2/03 $ 77,228 $195,712
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES
OF NAMED EXECUTIVE OFFICERS
NUMBER OF NUMBER OF VALUE OF
SECURITIES SECURITIES UNEXERCISED VALUE OF
UNDERLYING UNDERLYING IN-THE- UNEXERCISED
UNEXERCISED UNEXERCISED MONEY IN-THE-MONEY
SHARES OPTIONS AT OPTIONS AT OPTIONS AT OPTIONS AT
ACQUIRED FISCAL YEAR FISCAL YEAR FISCAL FISCAL YEAR-
ON VALUE END/ END/ YEAR-END/ END/
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
-------------------------------------------------------------------------------------------------
Jeremy D.
Peter-
Hoblyn - - 391,400 33,300 $234,725 $16,000
David W.
Whitwell - - 213,200 42,350 $ 91,400 $26,000
R. Glen
Reid - - 83,333 26,665 $ 32,000 $16,000
James M.
Valentine - - 387,000 53,330 $213,850 $32,000
REPORT OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION POLICIES
Compensation for executives is based on the philosophy that compensation
must (a) be competitive with other businesses to attract, motivate and retain
the talent needed to lead and grow the Company's business, (b) be linked to the
Company's needs for strong entrepreneurial skills to commercialize and promote
its products, (c) encourage executive officers to build their holdings of the
Company's stock to align their goals with those of the stockholders and (d) to
conserve cash.
COMPENSATION OF EXECUTIVE OFFICERS - 2003
The key components of the Company's executive compensation program during
2003 were base salary and stock option awards under the 1994 Plan, as well as
bonus payments to certain employees. The cash based portion of compensation is
fixed by the Board in its discretion based upon historical levels, performance,
ranking within the officer group, amounts being paid by comparable companies and
the Company's financial position. Stock options are designed to provide
additional incentives to executive officers to maximize stockholder value.
Through the use of vesting periods the option program encourages executives to
remain in the employ of the Company. In addition, because the exercise prices of
such options are set at the fair market value of the stock on the date of grant
of the option, executives can only benefit from such options, if the trading
price of the Company's shares increases, thus aligning their financial interests
with those of the stockholders. Finally, stock options minimize the Company's
cash compensation requirements.
COMPENSATION OF CHIEF EXECUTIVE OFFICER - 2003
The compensation of the Chief Executive Officer, Mr. Peter-Hoblyn, in 2003
was made up of base salary and stock options. (See the Summary Compensation
Table above.) The amount of base salary was fixed in 2003 in the overall
business judgment of the Compensation Committee considering the proper
competitive level of salary to be paid in view of the Company's position and
salaries paid by comparable companies and the judgement of the Committee as to
the time spent by Mr. Peter-Hoblyn during each quarter of 2003 on CDT business.
Mr. Peter-Hoblyn's 2003 base salary by quarter was $ 75,000, $ 68,750, $37,500
and $75,000. Also, in 2003 Mr. Peter-Hoblyn was awarded stock options to
acquire 70,000 CDT shares in accordance with the CDT philosophy of providing to
management incentives aligned with the interests of the stockholders.
This report has been provided by the following members of the Compensation
Committee of the Board of Directors of the Company: D. R. Gray and J. A. de
Havilland, Chairman.
PERFORMANCE GRAPH
The following line graph compares (i) the Company's cumulative total return to
stockholders per share of Common Stock for the five year period ending December
31, 2003 to that of (ii) the Russell 2000 index and (iii) the Standard and
Poor's 1500 Supercomposite Specialty Chemicals Index.
[GRAPHIC OMITED]
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
EMPLOYMENT AGREEMENTS
Messrs. Peter-Hoblyn, Rogers, Whitwell and Valentine have employment
agreements with the Company, effective August 1, 1995 for Messrs. Peter-Hoblyn
and Valentine, March 1, 2001 for Mr. Whitwell and January 1, 2004 for Mr.
Rogers. These agreements are for indefinite terms. If canceled by the Company
under circumstances that are "at will" as defined in the agreements, the Company
shall continue the employee's then base salary and benefits until the employee
finds other comparable employment but not for a period in excess of one year for
Messrs. Peter-Hoblyn and Valentine and nine months for Mr. Whitwell. Mr. Rogers
has an employment agreement which provides for three months notice by him or the
Company. The agreements also contain provisions relating to the employees'
obligations to maintain the confidentiality of the Company's proprietary
information and to protect such information from competitors and to assign
certain inventions to the Company.
MANAGEMENT AND SERVICES AGREEMENT
CDT entered into a Management and Services Agreement of July 1995, as
amended (the "Services Agreement") with Fuel Tech, Inc., a wholly-owned
subsidiary of Fuel-Tech N.V. Fuel-Tech N.V. is a principal stockholder of CDT.
Services provided to CDT under the Services Agreement are principally legal
services proved by Mr. Grinnell who is an employee of Fuel Tech, Inc. and a
director of Fuel-Tech N.V. and of CDT. In 2003, 2002 and 2001, the amounts of
$69,000, $60,000 and $73,000, respectively, were paid by CDT to Fuel Tech, Inc.
on account these services. Mr. Grinnell will recuse himself from consideration
of any transactions between these companies that may be, or may appear to be,
material to either company.
TECHNOLOGY ASSIGNMENTS
The Company's technology is comprised of patents, patent applications,
trade or service marks, data and know-how. A substantial portion of this
technology is held under assignments of technology from Fuel Tech, Inc. and Fuel
Tech affiliates. The assignments provide for running royalties payable to Fuel
Tech, Inc. commencing in 1998 of 2.5% of gross revenues derived from platinum
fuel catalysts. The Company paid royalties of $4,788 to Fuel Tech, Inc. under
these assignments in 2003. The Company may at any time terminate the royalty
obligation by payment to Fuel Tech,
Inc. in any year from 2003 through 2008 of amounts, depending on the year,
declining from $5,454,546 in 2004 to $1,090,910 in 2008.
GENERAL
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Company believes that all officers and directors of the Company were in
timely compliance in 2002 with filing requirements relating to beneficial
ownership reports under Section 16(a) of the Securities Exchange Act of 1934,
except that the filings due for Mr. Gray on September 29 and October 24 were
filed September 30 and February 9, 2004; a filing for Mr. Rogers due on January
23 was filed February 4; and a filing for Mr. Valentine on December 24 was filed
on January 26, 2004. Also, filings due on December 4 were made on February 16,
2004 for Messrs. Gray, de Havilland, Grinnell, Reid, Rogers, Whitwell and
Valentine.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended for inclusion in the proxy statement and
proxy to be mailed to all stockholders entitled to vote at the 2005 Annual
Meeting of Stockholders of the Company must be received in writing at the
address of the Company set out on the Notice of Meeting on or before December
27, 2004 and, if received thereafter, may be excluded by the Company.
COMMUNICATIONS WITH THE BOARD OF DIRECTORS
Any stockholder desiring to send a communication to the Board, or any
individual director, may forward such communication to the Corporate Secretary
to the address of the Company set out on the Notice of Meeting. Under procedures
fixed from time to time by the independent directors, the Corporate Secretary
will collect and organize all such communications and forward them to the Board
or individual director.
OTHER BUSINESS
Management knows of no other matters that may properly be, or are likely to
be, brought before the Meeting other than those described in this proxy
statement.
By Order of the Board of Directors
Charles W. Grinnell
Secretary
Stamford Connecticut
April 15, 2004
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON BEING SOLICITED BY THIS
PROXY STATEMENT, UPON WRITTEN REQUEST, A COPY OF THE ANNUAL REPORT OF THE
COMPANY ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2003, INCLUDING THE
FINANCIAL STATEMENTS AND SCHEDULES THERETO, AS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION. ALL SUCH REQUESTS SHOULD BE DIRECTED TO THE CORPORATE
SECRETARY AT THE ADDRESS OF THE COMPANY ON THE NOTICE OF MEETING.
STATEMENTS IN THIS PROXY STATEMENT WHICH ARE NOT HISTORICAL FACTS, SO-CALLED
"FORWARD-LOOKING STATEMENTS" ARE MADE PURSUANT TO THE SAFE HARBOR PROVISIONS OF
THE UNITED STATES PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. STOCKHOLDERS
ARE CAUTIONED THAT ALL FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND
UNCERTAINTIES, INCLUDING THOSE DETAILED IN THE COMPANY'S FILINGS WITH THE
SECURITIES EXCHANGE COMMISSION.
PROXY PROXY
SOLICITED BY THE BOARD OF DIRECTORS
CLEAN DIESEL TECHNOLOGIES, INC.
ANNUAL MEETING OF STOCKHOLDERS - JUNE 10, 2004
The undersigned hereby appoints Derek R. Gray, Jeremy D. Peter-Hoblyn or
Charles W. Grinnell, acting singly, with full power of substitution, proxies for
the undersigned and authorizes them to represent and vote, as designated on the
reverse side, all of the shares of Common Stock of Clean Diesel Technologies,
Inc. (the "Company") which the undersigned may be entitled to vote at the Annual
Meeting of Stockholders of the Company to be held at the offices of James M.
Finn & Co., Salisbury House, London Wall, London EC2 MSTI, U.K. at 11:00 a.m.
on Thursday, June 10, 2004, and at any adjournments or postponements of the
meeting, for the approval of the agenda items set forth below and with
discretionary authority as to any other matters that may properly come before
the meeting, all in accordance with and as described in the Notice of Meeting
and accompanying Proxy Statement. The Board of Directors recommends a vote for
election as Director of each of the nominees and for each other agenda item,
and, if no direction is given, this proxy will be voted for all nominees and for
such other items.
IMPORTANT - TO BE SIGNED AND DATED ON THE REVERSE SIDE
. Fold and Detach Here .
1. To approve the election as Directors of Derek R. Gray, John A. de Havilland,
Charles W. Grinnell, Jeremy D. Peter-Hoblyn and James M. Valentine.
FOR all nominees WITHHOLD
listed above (except AUTHORITY
as marked to the to vote for all
contrary) nominees listed above
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name on the line provided below.)
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2. To ratify the appointment Eisner LLP as the independent auditors for the year
2004.
FOR AGAINST ABSTAIN
Dated , 2004
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(Signature of Shareholder)
Please sign exactly as name appears.
If acting as attorney, executor, trustee
or in other representative capacity,
insert name and title.