(Name of Issuer)
Common Stock, par value $0.01 per share
|
(Title of Class of Securities)
18449C 401
|
(CUSIP Number)
Mr. Charles J. McDermott
RockPort Capital Partners, L.P.
160 Federal Street, 18th Floor
Boston, MA 02110
(617) 912-1420
with a copy to:
Chadbourne & Parke LLP
30 Rockefeller Plaza
New York, New York 10112-0127
Attn: Jonathan M.A. Melmed
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 15, 2010
|
(Date of Event which Requires Filing of this Statement)
|
SCHEDULE 13D
|
||
CUSIP No. 18449C 401
|
Page 2 of 17 Pages
|
*1
|
NAMES OF REPORTING PERSONS
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rockport Capital Partners, L.P.
Tax ID Number:
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
|
7
|
SOLE VOTING POWER
416,073 shares
|
BENEFICIALLY
OWNED BY
|
8
|
SHARED VOTING POWER
0 shares
|
EACH
REPORTING
|
9
|
SOLE DISPOSITIVE POWER
416,073 shares
|
PERSON
WITH
|
10
|
SHARED DISPOSITIVE POWER
0 shares
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
416,073 shares
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.87%
|
14
|
TYPE OF REPORTING PERSON
PN
|
SCHEDULE 13D
|
||
CUSIP No. 18449C 401
|
Page 3 of 17 Pages
|
1
|
NAMES OF REPORTING PERSONS
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RockPort Capital I LLC
Tax ID Number:
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
|
7
|
SOLE VOTING POWER
416,073 shares
|
BENEFICIALLY
OWNED BY
|
8
|
SHARED VOTING POWER
0 shares
|
EACH
REPORTING
|
9
|
SOLE DISPOSITIVE POWER
416,073 shares
|
PERSON
WITH
|
10
|
SHARED DISPOSITIVE POWER
0 shares
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
416,073 shares
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.87%
|
14
|
TYPE OF REPORTING PERSON
OO
|
SCHEDULE 13D
|
||
CUSIP No. 18449C 401
|
Page 4 of 17 Pages
|
1
|
NAMES OF REPORTING PERSONS
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RP Co-Investment Fund I, L.P.
Tax ID Number:
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
|
7
|
SOLE VOTING POWER
41,950 shares
|
BENEFICIALLY
OWNED BY
|
8
|
SHARED VOTING POWER
0 shares
|
EACH
REPORTING
|
9
|
SOLE DISPOSITIVE POWER
41,950 shares
|
PERSON
WITH
|
10
|
SHARED DISPOSITIVE POWER
0 shares
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,950 shares
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.10%
|
14
|
TYPE OF REPORTING PERSON
PN
|
SCHEDULE 13D
|
||
CUSIP No. 18449C 401
|
Page 5 of 17 Pages
|
1
|
NAMES OF REPORTING PERSONS
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RP Co-Investment Fund I GP, LLC
Tax ID Number:
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
|
7
|
SOLE VOTING POWER
41,950 shares
|
BENEFICIALLY
OWNED BY
|
8
|
SHARED VOTING POWER
0 shares
|
EACH
REPORTING
|
9
|
SOLE DISPOSITIVE POWER
41,950 shares
|
PERSON
WITH
|
10
|
SHARED DISPOSITIVE POWER
0 shares
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,950 shares
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.10%
|
14
|
TYPE OF REPORTING PERSON
OO
|
SCHEDULE 13D
|
||
CUSIP No. 18449C 401
|
Page 6 of 17 Pages
|
1
|
NAMES OF REPORTING PERSONS
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alexander Ellis III
Tax ID Number:
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
|
NUMBER OF
SHARES
|
7
|
SOLE VOTING POWER
0 shares
|
BENEFICIALLY
OWNED BY
|
8
|
SHARED VOTING POWER
458,023 shares
|
EACH
REPORTING
|
9
|
SOLE DISPOSITIVE POWER
0 shares
|
PERSON
WITH
|
10
|
SHARED DISPOSITIVE POWER
458,023 shares
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
458,023 shares
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.97%
|
14
|
TYPE OF REPORTING PERSON
IN
|
SCHEDULE 13D
|
||
CUSIP No. 18449C 401
|
Page 7 of 17 Pages
|
1
|
NAMES OF REPORTING PERSONS
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Janet B. James
Tax ID Number:
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
|
NUMBER OF
SHARES
|
7
|
SOLE VOTING POWER
0 shares
|
BENEFICIALLY
OWNED BY
|
8
|
SHARED VOTING POWER
458,023 shares
|
EACH
REPORTING
|
9
|
SOLE DISPOSITIVE POWER
0 shares
|
PERSON
WITH
|
10
|
SHARED DISPOSITIVE POWER
458,023 shares
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
458,023 shares
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.97%
|
14
|
TYPE OF REPORTING PERSON
IN
|
SCHEDULE 13D
|
||
CUSIP No. 18449C 401
|
Page 8 of 17 Pages
|
1
|
NAMES OF REPORTING PERSONS
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William E. James
Tax ID Number:
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
|
NUMBER OF
SHARES
|
7
|
SOLE VOTING POWER
0 shares
|
BENEFICIALLY
OWNED BY
|
8
|
SHARED VOTING POWER
458,023 shares
|
EACH
REPORTING
|
9
|
SOLE DISPOSITIVE POWER
0 shares
|
PERSON
WITH
|
10
|
SHARED DISPOSITIVE POWER
458,023 shares
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
458,023 shares
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.97%
|
14
|
TYPE OF REPORTING PERSON
IN
|
SCHEDULE 13D
|
||
CUSIP No. 18449C 401
|
Page 9 of 17 Pages
|
1
|
NAMES OF REPORTING PERSONS
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles J. McDermott
Tax ID Number:
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
|
NUMBER OF
SHARES
|
7
|
SOLE VOTING POWER
0 shares
|
BENEFICIALLY
OWNED BY
|
8
|
SHARED VOTING POWER
458,023 shares
|
EACH
REPORTING
|
9
|
SOLE DISPOSITIVE POWER
0 shares
|
PERSON
WITH
|
10
|
SHARED DISPOSITIVE POWER
458,023 shares
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
458,023 shares
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.97%
|
14
|
TYPE OF REPORTING PERSON
IN
|
SCHEDULE 13D
|
||
CUSIP No. 18449C 401
|
Page 10 of 17 Pages
|
1
|
NAMES OF REPORTING PERSONS
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David J. Prend
Tax ID Number:
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
|
NUMBER OF
SHARES
|
7
|
SOLE VOTING POWER
0 shares
|
BENEFICIALLY
OWNED BY
|
8
|
SHARED VOTING POWER
458,023 shares
|
EACH
REPORTING
|
9
|
SOLE DISPOSITIVE POWER
0 shares
|
PERSON
WITH
|
10
|
SHARED DISPOSITIVE POWER
458,023 shares
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
458,023 shares
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.97%
|
14
|
TYPE OF REPORTING PERSON
IN
|
SCHEDULE 13D
|
||
CUSIP No. 18449C 401
|
Page 11 of 17 Pages
|
1
|
NAMES OF REPORTING PERSONS
SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stoddard M. Wilson
Tax ID Number:
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
|
NUMBER OF
SHARES
|
7
|
SOLE VOTING POWER
0 shares
|
BENEFICIALLY
OWNED BY
|
8
|
SHARED VOTING POWER
458,023 shares
|
EACH
REPORTING
|
9
|
SOLE DISPOSITIVE POWER
0 shares
|
PERSON
WITH
|
10
|
SHARED DISPOSITIVE POWER
458,023 shares
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
458,023 shares
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.97%
|
14
|
TYPE OF REPORTING PERSON
IN
|
SCHEDULE 13D
|
||
CUSIP No. 18449C 401
|
Page 12 of 17 Pages
|
Item 1.
|
Security and Issuer.
|
Item 2.
|
Identity and Background.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
SCHEDULE 13D
|
||
CUSIP No. 18449C 401
|
Page 13 of 17 Pages
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the Issuer.
|
SCHEDULE 13D
|
||
CUSIP No. 18449C 401
|
Page 14 of 17 Pages
|
SCHEDULE 13D
|
||
CUSIP No. 18449C 401
|
Page 15 of 17 Pages
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer.
|
SCHEDULE 13D
|
||
CUSIP No. 18449C 401
|
Page 16 of 17 Pages
|
Item 7.
|
Material to be Filed as Exhibits.
|
Exhibit 1.
|
Agreement and Plan of Merger, dated as of May 13, 2010 (the “Merger Agreement”), among Clean Diesel Technologies, Inc., CDTI Merger Sub, Inc. and Catalytic Solutions, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Clean Diesel Technologies, Inc. filed on June 28, 2007).
|
Exhibit 2.
|
Letter Agreement, dated September 1, 2010, among Clean Diesel Technologies, Inc., CDTI Merger Sub, Inc., and Catalytic Solutions, Inc., constituting an amendment to the Merger Agreement (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Clean Diesel Technologies, Inc. filed on September 9, 2010).
|
Exhibit 3.
|
Letter Agreement, dated September 14, 2010, among Clean Diesel Technologies, Inc., CDTI Merger Sub, Inc. and Catalytic Solutions, Inc., constituting an amendment of the Merger Agreement (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Clean Diesel Technologies, Inc. filed on September 20, 2010).
|
Exhibit 4.
|
Registration Rights Agreement, dated as of October 15, 2010, by and among Catalytic Solutions, Inc. and each of the Purchasers signatory thereto, as assumed by Clean Diesel Technologies, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Clean Diesel Technologies, Inc. filed on October 21, 2010).
|
Joint Filing Agreement, dated as of October 22, 2010, among the Reporting Persons. Filed herewith.
|
Exhibit 6.
|
Powers of Attorney of the Reporting Persons, dated as of October 14, 2010. Filed as Exhibit 24.1 to the Form 4 of the Reporting Persons filed on October 16, 2010.
|
SCHEDULE 13D
|
||
CUSIP No. 18449C 401
|
Page 17 of 17 Pages
|
Dated: October 22, 2010
|
Rockport Capital Partners, L.P.
|
|
By:
|
Rockport Capital I, LLC, its General Partner
|
|
By:
|
/s/ Tom Scott, Attorney-in-Fact*
|
|
RP Co-Investment Fund I, L.P.
|
||
By:
|
RP Co-Investment Fund I GP, LLC, its General Partner
|
|
By:
|
/s/ Tom Scott, Attorney-in-Fact*
|
|
RockPort Capital I, LLC
|
||
By:
|
/s/ Tom Scott, Attorney-in-Fact*
|
|
RP Co-Investment Fund I GP, LLC
|
||
By:
|
/s/ Tom Scott, Attorney-in-Fact*
|
|
Alexander Ellis III | ||
By:
|
/s/ Tom Scott, Attorney-in-Fact*
|
|
Janet B. James | ||
By:
|
/s/ Tom Scott, Attorney-in-Fact*
|
|
William E. James | ||
By:
|
/s/ Tom Scott, Attorney-in-Fact*
|
|
Charles J. McDermott | ||
1By:
|
/s/ Tom Scott, Attorney-in-Fact*
|
|
David J. Prend | ||
By:
|
/s/ Tom Scott, Attorney-in-Fact*
|
|
Stoddard M. Wilson | ||
By:
|
/s/ Tom Scott, Attorney-in-Fact*
|