Attached files
| file | filename |
|---|---|
| EX-5.1 - EX-5.1 - CDTI ADVANCED MATERIALS, INC. | v59644m1exv5w1.htm |
| EX-23.1 - EX-23.1 - CDTI ADVANCED MATERIALS, INC. | v59644m1exv23w1.htm |
As filed with the Securities and Exchange Commission on
June 28, 2011
Registration
No. 333-
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
Washington, D.C. 20549
Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNDER
THE SECURITIES ACT OF 1933
Clean Diesel Technologies,
Inc.
(Exact name of registrant as specified in its charter)
(Exact name of registrant as specified in its charter)
|
Delaware
(State or other jurisdiction of incorporation or organization) |
2810 (Primary Standard Industrial Classification Code Number) |
06-1393453 (I.R.S. Employer Identification No.) |
4567
Telephone Road, Suite 206
Ventura, California 93003
(805) 639-9458
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Ventura, California 93003
(805) 639-9458
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Nikhil A.
Mehta
Chief Financial Officer and Treasurer
4567 Telephone Road, Suite 206
Ventura, California 93003
(805) 639-9458
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Chief Financial Officer and Treasurer
4567 Telephone Road, Suite 206
Ventura, California 93003
(805) 639-9458
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
|
Robert M. Smith
Marianne C. Sarrazin Reed Smith LLP 101 Second Street, Suite 1800 San Francisco, California 94105 (415) 659-5955 |
R. Scott Shean B. Shayne Kennedy Latham & Watkins LLP 650 Town Center Drive, 20th Floor Costa Mesa, California 92626-1925 (714) 540-1235 |
Approximate date of commencement of proposed sale to the
public: As soon as practicable after the
effective date of this Registration Statement.
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933 check the
following
box. o
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same
offering. þ 333-174680
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
If this Form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
“large accelerated filer,” “accelerated
filer” and “smaller reporting company” in
Rule 12b-2
of the Exchange Act. (Check one):
|
Large accelerated
filer o
|
Accelerated filer o |
Non-accelerated
filer o (Do not check if a smaller reporting company) |
Smaller reporting company þ |
CALCULATION
OF REGISTRATION FEE
|
Proposed Maximum |
Proposed Maximum |
Amount of |
||||||||||
|
Title of Each Class of |
Amount |
Offering |
Aggregate |
Registration |
||||||||
| Securities to be Registered | to be Registered(1) | Price per Share(2) | Offering Price(3) | Fee | ||||||||
|
Common stock, par value $0.01 per share
|
718,750 | $3.75 | $2,695,312 | $312.92 | ||||||||
| (1) | The shares being registered under this Registration Statement are in addition to the 2,415,000 shares registered pursuant to the Registration Statement on Form S-1 (333-174680). |
| (2) | Based on the public offering price of $3.75 per share. |
| (3) | Estimated in accordance with Rule 457(a) of the Securities Act of 1933. |
This Registration Statement shall become effective upon
filing with the Securities and Exchange Commission in accordance
with Rule 462(b) under the Securities Act of 1933, as
amended.
EXPLANATORY
NOTE AND INCORPORATION BY REFERENCE
This registration statement is being filed with respect to the
registration of additional shares of common stock, par value
$0.01 per share, of Clean Diesel Technologies, Inc., a Delaware
corporation, pursuant to Rule 462(b) under the Securities
Act of 1933, as amended. The contents of the earlier
registration statement on
Form S-1,
as amended (File
No. 333-174680),
which was declared effective by the Securities and Exchange
Commission on June 28, 2011, and all exhibits thereto are
incorporated in this registration statement by reference.
The required opinion and consents are listed on an
Exhibit Index attached hereto and filed herewith.
The Registrant hereby certifies that it (i) has initiated
and released a wire transfer to transmit the filing fee set
forth on the cover page of this Registration Statement to the
Securities and Exchange Commission’s account as soon as
practicable (but no later than the close of business on
June 29, 2011), (ii) will not revoke such wire
transfer, and (iii) has sufficient funds in the relevant
account to cover the amount of such filing fee.
PART II
INFORMATION
NOT REQUIRED IN PROSPECTUS
| Item 16. | Exhibits and Financial Statement Schedules. |
All exhibits filed with or incorporated by reference in
Registration Statement
No. 333-174680
are incorporated by reference into, and shall be deemed part of,
this registration statement, except the following, which are
filed herewith.
|
Exhibit No.
|
Description of Exhibit
|
|||
| 5 | .1* | Opinion of Reed Smith LLP as to validity of the securities issued. | ||
| 23 | .1* | Consent of KPMG LLP, Independent Registered Public Accounting Firm. | ||
| 23 | .2 | Consent of Reed Smith LLP (included in Exhibit 5.1). | ||
| 24 | .1† | Powers of Attorney | ||
| * | Filed or furnished herewith | |
| † | Included on the signature page to the Registrant’s Registration Statement on Form S-1 (File No. 333-174680) filed with the Commission on June 2, 2011 |
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Ventura, State of
California, on the 28th day of June, 2011.
CLEAN DIESEL TECHNOLOGIES, INC.
| By: |
/s/ Charles
F. Call
|
Charles F. Call
Chief Executive Officer
(Principal Executive Officer)
|
Signature
|
Title
|
Date
|
||||
|
/s/ Charles
F. Call Charles F. Call |
Director, Chief Executive Officer (Principal Executive Officer) | June 28, 2011 | ||||
|
/s/ Nikhil
A. Mehta Nikhil A. Mehta |
Chief Financial Officer (Principal Financial Officer) | June 28, 2011 | ||||
|
/s/ * David E. Shea |
Controller (Principal Accounting Officer) | June 28, 2011 | ||||
|
/s/ * Alexander “Hap” Ellis III |
Chairman of the Board | June 28, 2011 | ||||
|
/s/ * Bernard (“Bud”) H. Cherry |
Director | June 28, 2011 | ||||
|
/s/ * Charles R. Engles, Ph.D. |
Director | June 28, 2011 | ||||
|
/s/ * Mungo Park |
Director | June 28, 2011 | ||||
| By: |
/s/ Nikhil
A. Mehta Nikhil A. Mehta, Attorney-in-Fact |
|||||
| * | The undersigned does hereby sign this registration statement on behalf of the above indicated director and executive officer of Clean Diesel Technologies, Inc. pursuant to a power of attorney executed by such director and such executive officer. |
II-2