Delaware
|
2810
|
06-1393453
|
||
(State
or other jurisdiction of incorporation or organization)
|
|
(Primary
Standard Industrial Classification Code Number
|
(I.R.S.
Employer Identification No.)
|
TITLE
OF EACH CLASS OF SECURITIES TO BE
REGISTERED
|
AMOUNT
TO BE
REGISTERED(1)
|
PROPOSED
MAXIMUM
AGGREGATE
PRICE
PER
UNIT
|
PROPOSED
MAXIMUM
AGGREGATE
OFFERING
PRICE
|
AMOUNT
OF
REGISTRATION
FEE
|
||||
|
|
|
|
|
||||
Common
Stock
|
2,109,500
Shares
|
$15.25
(2)
|
$32,169,875
(2)
|
$987.62
(2)
|
||||
|
|
|
|
|
||||
Common
Stock Underlying the Class B Warrants
|
690,500
Shares
|
$15.25
(2)
|
$10,530,025
(2)
|
$323.27
(2)
|
||||
|
|
|
|
|
||||
Class
B Warrants
|
690,500
Warrants
|
─
|
─
|
─
(3)
|
(1)
|
There
is also being registered hereunder an indeterminate number of shares
of
common stock as shall be issuable pursuant to Rule 416 to prevent
dilution resulting from stock splits, stock dividends or similar
transactions, and in such event the number of shares registered
shall
automatically be increased to cover the additional shares in accordance
with Rule 416 under the Securities
Act.
|
(2)
|
This
registration statement originally registered offerings or reofferings
of
1,400,000 shares of common stock, 700,000 Class A warrants, 700,000
Class
B warrants and 1,400,000 shares of common stock underlying the
Class A and
Class B warrants. Prior to the expiration of the Class A
warrants on July 2, 2007, such warrants were exercised for 699,883
shares
of common stock, and prior to the date of this amendment 9,500
Class B
warrants were exercised. No additional securities are being
registered, and pursuant to Rule 457(a), no additional registration
fee is
owed. The fees noted above were paid by the registrant on June
28, 2007 in connection with the initial filing of this registration
statement.
|
(3)
|
No
additional fee required pursuant to Rule
457(g).
|
PAGE
|
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1
|
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1
|
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2
|
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3
|
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7
|
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7
|
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8
|
|
8
|
|
10
|
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11
|
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24
|
|
35
|
|
39
|
|
47
|
|
48
|
|
49
|
|
50
|
|
51
|
|
53
|
|
54
|
|
54
|
|
54
|
|
F-1
|
·
|
Actions
taken by regulatory bodies relating to the verification, registration
or
health effects of our products.
|
·
|
The
extent to which our Platinum Plus fuel-borne catalyst and ARIS nitrogen
oxides reduction products obtain market
acceptance.
|
·
|
The
timing and size of customer
purchases.
|
·
|
Customer
concerns about the stability of our business which could cause them
to
seek alternatives to our solutions and
products.
|
·
|
our
ability to obtain additional financing that will be necessary to
fund our
continuing operations;
|
·
|
technological
innovations or new products that we or our competitors
make;
|
·
|
verification
of our products by various governmental agencies including but not
limited
to the U.S. Environmental Protection
Agency;
|
·
|
cost
and availability of raw materials, including precious metals necessary
for
the production of our products;
|
·
|
developments
with respect to patents or proprietary
rights;
|
·
|
changes
in environmental policy or regulations in the United States or
abroad;
|
·
|
fluctuations
in market demand for and supply of our products and technologies;
and
|
·
|
price
and volume fluctuations in the stock market at large that do not
relate to
our operating performance.
|
OTC
Bulletin Board or
|
|
|||||||||||||||
NASDAQ
Capital Market
|
London
Stock Exchange AIM
|
|||||||||||||||
2005
|
(In
U.S. $)
|
(In
GBP)
|
||||||||||||||
High
|
Low
|
High
|
Low
|
|||||||||||||
1st
Quarter
|
$ |
9.50
|
$ |
5.75
|
£ |
4.50
|
£ |
2.40
|
||||||||
2nd
Quarter
|
$ |
11.50
|
$ |
5.05
|
£ |
4.85
|
£ |
1.65
|
||||||||
3rd
Quarter
|
$ |
9.75
|
$ |
6.00
|
£ |
4.60
|
£ |
2.50
|
||||||||
4th
Quarter
|
$ |
9.00
|
$ |
5.00
|
£ |
2.75
|
£ |
2.05
|
2006
|
||||||||||||||||
High
|
Low
|
High
|
Low
|
|||||||||||||
1st
Quarter
|
$ |
5.80
|
$ |
4.00
|
£ |
3.25
|
£ |
2.25
|
||||||||
2nd
Quarter
|
$ |
9.75
|
$ |
5.30
|
£ |
5.00
|
£ |
2.90
|
||||||||
3rd
Quarter
|
$ |
9.75
|
$ |
7.00
|
£ |
5.00
|
£ |
3.60
|
||||||||
4th
Quarter
|
$ |
9.00
|
$ |
7.25
|
£ |
4.85
|
£ |
3.90
|
2007
|
||||||||||||||||
High
|
Low
|
High
|
Low
|
|||||||||||||
1st
Quarter
|
$ |
12.25
|
$ |
8.30
|
£ |
6.00
|
£ |
4.25
|
||||||||
2nd
Quarter
|
$ |
17.00
|
$ |
10.25
|
£ |
7.75
|
£ |
4.65
|
||||||||
3rd
Quarter
|
$ |
15.00
|
$ |
10.25
|
£ |
8.00
|
£ |
5.50
|
||||||||
4th
Quarter*
|
$ |
19.00
|
$ |
12.50
|
£ |
8.00
|
£ |
5.50
|
Plan
Category
|
|
Number of Shares to be
Issued Upon Exercise of
Outstanding
Options, Warrants and Rights
|
|
Weighted
Average
Exercise
Price of
Outstanding Options,
Warrants and Rights
|
|
Number of Shares
Number
of Securities Remaining Available for Future
Issuance
|
|
Options:
|
|||||||
Equity
compensation plans approved by security holders
|
|
648,0871
|
|
$10.08
|
|
— 1
|
|
Equity
compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
—
|
Total
Options
|
|
648,087
|
|
$10.08
|
|
—
|
|
Warrants:
|
|||||||
Equity
compensation plans approved by shareholders
|
|
—
|
|
—
|
|
—
|
|
Equity
compensation plans not approved by shareholders
|
|
1,557,4242
|
|
|
$10.98
|
|
—
|
Total
Warrants
|
|
1,557,424
|
|
$10.98
|
|
—
|
1
|
Represents
awards issued under the 1994 Incentive Plan. The maximum number
of awards allowed under the 1994 Incentive Plan is 17.5% of our issued
and
outstanding common stock less the outstanding options, and is subject
to a
sufficient number of shares of authorized
capital.
|
2
|
Included
in this number are 1,400,000 warrants to be issued as a result of
the
December 29, 2006 private placement and 66,400 warrants to be issued
as
partial consideration to the placement
agent.
|
For
the years ended
December
31,
|
Six
months ended
June
30,
|
|||||||||||||||||||||||||||
2006
|
2005
|
2004
|
2003
|
2002
|
2007
|
2006
|
||||||||||||||||||||||
STATEMENT
OF OPERATIONS
|
(unaudited)
|
|||||||||||||||||||||||||||
(in
thousands, except share amounts)
|
||||||||||||||||||||||||||||
Revenue:
|
||||||||||||||||||||||||||||
Product
sales
|
$ |
860
|
$ |
760
|
$ |
659
|
$ |
373
|
$ |
142
|
$ |
344
|
$ |
413
|
||||||||||||||
License
and royalty revenue
|
74
|
47
|
54
|
194
|
299
|
1,115
|
2
|
|||||||||||||||||||||
Consulting
and other
|
189
|
5
|
9
|
|
|
|
133
|
|||||||||||||||||||||
Total
revenue
|
1,123
|
812
|
722
|
567
|
441
|
1,459
|
548
|
|||||||||||||||||||||
Operating
costs and expenses:
|
||||||||||||||||||||||||||||
Cost
of revenue
|
658
|
471
|
455
|
219
|
86
|
221
|
272
|
|||||||||||||||||||||
Selling,
general and administrative
|
5,278
|
4,963
|
3,962
|
2,695
|
2,291
|
3,298
|
2,715
|
|||||||||||||||||||||
Research
and development
|
510
|
439
|
506
|
855
|
693
|
192
|
395
|
|||||||||||||||||||||
Patent
amortization and other expense
|
235
|
170
|
90
|
58
|
43
|
176
|
93
|
|||||||||||||||||||||
Loss
from operations
|
(5,558 | ) | (5,231 | ) | (4,291 | ) | (3,260 | ) | (2,672 | ) | (2,428 | ) | (2,927 | ) | ||||||||||||||
Foreign
currency exchange gain/loss)
|
104
|
(221 | ) |
101
|
|
|
─
|
─
|
||||||||||||||||||||
Interest
income/(expense), net
|
58
|
26
|
47
|
15
|
30
|
94
|
48
|
|||||||||||||||||||||
Other
|
12
|
|
|
|
|
|
105
|
|||||||||||||||||||||
Net
loss
|
$ | (5,384 | ) | $ | (5,426 | ) | $ | (4,143 | ) | $ | (3,245 | ) | $ | (2,642 | ) | $ | (2,334 | ) | $ | (2,774 | ) | |||||||
Basic
and diluted loss per common share
|
$ | (1.03 | ) | $ | (1.48 | ) | $ | (1.29 | ) | $ | (1.28 | ) | $ | (1.16 | ) | $ | (0.37 | ) | $ | (0.54 | ) | |||||||
Basic
and diluted weighted-average shares outstanding
|
5,212
|
3,678
|
3,214
|
2,544
|
2,284
|
6,333
|
5,179
|
|||||||||||||||||||||
As
of December 31,
|
As
of June 30,
|
|||||||||||||||||||||||
2006
|
2005
|
2004
|
2003
|
2002
|
2007
|
|||||||||||||||||||
BALANCE
SHEET DATA
|
(unaudited)
|
|||||||||||||||||||||||
(in
thousands)
|
||||||||||||||||||||||||
Current
assets
|
$ |
8,287
|
$ |
5,505
|
$ |
4,868
|
$ |
7,023
|
$ |
2,757
|
$ |
12,521
|
||||||||||||
Total
assets
|
9,018
|
6,274
|
5,513
|
7,441
|
2,979
|
13,270
|
||||||||||||||||||
Current
liabilities
|
1,070
|
496
|
391
|
868
|
223
|
631
|
||||||||||||||||||
Long-term
liabilities
|
|
|
|
|
418
|
|
||||||||||||||||||
Working
capital
|
7,217
|
5,009
|
4,477
|
6,155
|
2,534
|
11,890
|
||||||||||||||||||
Stockholders’
equity
|
7,948
|
5,778
|
5,122
|
6,573
|
2,338
|
12,639
|
(in
thousands)
|
||||||||
Three
Months Ended
|
||||||||
June
30,
|
||||||||
2007
|
2006
|
|||||||
Non-cash
stock-based compensation
|
$ |
91
|
$ |
53
|
||||
Compensation
and benefits
|
653
|
582
|
||||||
Total
compensation and benefits
|
$ |
744
|
$ |
635
|
||||
Professional
|
365
|
231
|
||||||
Travel
|
158
|
135
|
||||||
Occupancy
|
123
|
95
|
||||||
Sales
and marketing expenses
|
72
|
42
|
||||||
Depreciation
and all other
|
33
|
48
|
||||||
Total
selling, general and administrative expense
|
$ |
1,495
|
$ |
1,186
|
(in
thousands)
|
||||||||
Six
Months Ended
|
||||||||
June
30,
|
||||||||
2007
|
2006
|
|||||||
Non-cash
stock-based compensation
|
$ |
642
|
$ |
106
|
||||
Severance
|
|
357
|
||||||
Compensation
and benefits
|
1,254
|
1,174
|
||||||
Total
compensation and benefits
|
$ |
1,896
|
$ |
1,637
|
||||
Professional
|
588
|
432
|
||||||
Travel
|
296
|
259
|
||||||
Occupancy
|
235
|
196
|
||||||
Sales
and marketing expenses
|
160
|
89
|
||||||
Depreciation
and all other
|
123
|
102
|
||||||
Total
selling, general and administrative expense
|
$ |
3,298
|
$ |
2,715
|
(in
thousands)
|
||||||||
Years
ended December 31,
|
||||||||
2006
|
2005
|
|||||||
Compensation
and benefits
|
$ |
3,061
|
$ |
2,771
|
||||
Professional
services
|
792
|
834
|
||||||
Travel
|
538
|
546
|
||||||
Occupancy
|
406
|
475
|
||||||
Sales
and marketing expenses
|
279
|
161
|
||||||
Depreciation
and all other
|
202
|
176
|
||||||
Total
selling, general and administrative expense
|
$ |
5,278
|
$ |
4,963
|
(in
thousands)
|
||||||||
Years
ended December 31,
|
||||||||
2005
|
2004
|
|||||||
Product
sales
|
$ |
760
|
$ |
659
|
||||
Licensing
fees and royalty
|
47
|
54
|
||||||
Consulting
and other
|
5
|
9
|
||||||
Total
revenue
|
$ |
812
|
$ |
722
|
(in
thousands)
|
||||||||
Years
ended December 31,
|
||||||||
2005
|
2004
|
|||||||
Compensation
and benefits
|
$ |
2,771
|
$ |
2,128
|
||||
Professional
services
|
834
|
744
|
||||||
Travel
|
546
|
407
|
||||||
Occupancy
|
475
|
423
|
||||||
Sales
and marketing expenses
|
161
|
115
|
||||||
Depreciation
and all other
|
176
|
145
|
||||||
Total
selling, general and administrative expense
|
$ |
4,963
|
$ |
3,962
|
(in
thousands)
|
|||||||||||||||||
Less
than
|
1
to 3
|
4
to 5
|
Over
5
|
||||||||||||||
Total
|
1
Year
|
Years
|
Years
|
Years
|
|||||||||||||
Operating
Leases
|
$ |
260
|
$ |
83
|
$ |
177
|
$ ─
|
$ ─
|
|||||||||
Other
|
319
|
35
|
142
|
142
|
─
|
||||||||||||
Total
|
$ |
579
|
$ |
118
|
$ |
319
|
$ |
142
|
$ ─
|
||||||||
Three
Months Ended
|
||||||||||||||||
2007
|
March
31
|
June
30
|
||||||||||||||
Total
revenue
|
$ |
216
|
$ |
1,243
|
||||||||||||
Gross
profit *
|
100
|
1,138
|
||||||||||||||
Net
loss attributable to common stockholders
|
(1,815 | ) | (519 | ) | ||||||||||||
Basic
and diluted net loss per common share
|
(0.30 | ) | (0.08 | ) | ||||||||||||
Three
Months Ended
|
||||||||||||||||
2006
|
March
31
|
June
30
|
September
30
|
December
31
|
||||||||||||
Total
revenue
|
$ |
269
|
$ |
279
|
$ |
339
|
$ |
236
|
||||||||
Gross
profit *
|
153
|
123
|
133
|
56
|
||||||||||||
Net
loss attributable to common stockholders
|
(1,584 | ) | (1,190 | ) | (1,114 | ) | (1,496 | ) | ||||||||
Basic
and diluted net loss per common share
|
(0.31 | ) | (0.23 | ) | (0.21 | ) | (0.30 | ) | ||||||||
Three
Months Ended
|
||||||||||||||||
2005
|
March
31
|
June
30
|
September
30
|
December
31
|
||||||||||||
Total
revenue
|
$ |
192
|
$ |
268
|
$ |
166
|
$ |
186
|
||||||||
Gross
profit *
|
82
|
107
|
64
|
88
|
||||||||||||
Net
loss attributable to common stockholders
|
(1,191 | ) | (1,286 | ) | (1,489 | ) | (1,460 | ) | ||||||||
Basic
and diluted net loss per common share
|
(0.35 | ) | (0.37 | ) | (0.43 | ) | (0.35 | ) | ||||||||
Three
Months Ended
|
||||||||||||||||
2004
|
March
31
|
June
30
|
September
30
|
December
31
|
||||||||||||
Total
revenue
|
$ |
194
|
$ |
93
|
$ |
241
|
$ |
194
|
||||||||
Gross
profit *
|
62
|
40
|
92
|
73
|
||||||||||||
Net
loss attributable to common stockholders
|
(808 | ) | (885 | ) | (1,243 | ) | (1,207 | ) | ||||||||
Basic
and diluted net loss per common share
|
(0.25 | ) | (0.30 | ) | (0.40 | ) | (0.35 | ) |
·
|
nitrogen
oxides (NOx);
|
·
|
particulate
matter (PM);
|
·
|
carbon
monoxide (CO); and
|
·
|
hydrocarbon
(HC).
|
·
|
Fuel-borne
catalyst;
|
·
|
Selective
catalytic reduction;
|
·
|
Catalyzed
wire mesh filter;
|
·
|
Biofuels;
and
|
·
|
Emission
control systems.
|
·
|
The
cost effective means of controlling the four principal emissions
from
diesel engines (nitrogen oxides, particulate matter, carbon monoxide
and
hydrocarbon).
|
·
|
Reduction
of carbon dioxide (CO2)
and other
greenhouse gas emissions by enhancing combustion
efficiency.
|
·
|
Reduction
of carbon dioxide and other greenhouse gas emissions by enabling
long-term
reliable performance of emission control
systems.
|
·
|
Effective
utilization of strategic catalytic materials such as platinum enables
reduced emission control system costs, recycling strategies and low
nitrogen dioxide emission levels.
|
·
|
Low
cost, reliable and durable diesel particulate filter performance
through
catalyzed wire mesh filter systems in retrofit
applications.
|
(dollars
in thousands)
|
||||||||||||||||||||||||
For
the years ended December 31,
|
||||||||||||||||||||||||
2006
|
2005
|
2004
|
||||||||||||||||||||||
Product
sales
|
$ |
860
|
76.6 | % | $ |
760
|
93.6 | % | $ |
659
|
91.3 | % | ||||||||||||
License
and royalty revenue
|
74
|
6.6 | % |
47
|
5.8 | % |
54
|
7.5 | % | |||||||||||||||
Consulting
and other
|
189
|
16.8 | % |
5
|
0.6 | % |
9
|
1.2 | % | |||||||||||||||
Total
|
$ |
1,123
|
100.0 | % | $ |
812
|
100.0 | % | $ |
722
|
100.0 | % | ||||||||||||
Six
Months Ended June 30,
|
||||||||||||||||||||||||
2007
|
2006
|
|||||||||||||||||||||||
Product
sales
|
$ |
344
|
23.6 | % | $ |
413
|
75.4 | % | ||||||||||||||||
License
and royalty revenue
|
1,115
|
76.4 | % |
2
|
0.4 | % | ||||||||||||||||||
Consulting
and other
|
|
─
|
133
|
24.3 | % | |||||||||||||||||||
Total
|
$ |
1,459
|
100.0 | % | $ |
548
|
100.0 | % |
Name
|
Age
|
Position
|
||
John
A. de Havilland
|
69
|
Director
|
||
Derek
R. Gray
|
74
|
Chairman
of Board of Directors
|
||
Charles
W. Grinnell
|
70
|
Director,
Vice President, General Counsel and Corporate Secretary
|
||
John
J. McCloy II
|
69
|
Director
|
||
David
F. Merrion
|
71
|
Director
|
||
Bernhard
Steiner
|
59
|
Director,
President and Chief Executive Officer
|
||
Dr.
Walter G. Copan
|
53
|
Executive
Vice President - North American Operations & Chief Technology
Officer
|
||
Timothy
Rogers
|
45
|
Executive
Vice President - International Operations
|
||
Ann
B. Ruple
|
55
|
Vice
President, Treasurer and Chief Financial Officer
|
||
Name
|
Fees
Earned
Or
Paid
in Cash
($)
|
Option
Awards
($)
(3)
|
Total
($)
|
||||||||
(a)
|
(b)
|
(d)
|
(e)
|
||||||||
J.
A. de Havilland
|
$ | 30,000 | (1) |
$ ─
|
$ |
30,000
|
|||||
D.
R. Gray
|
70,000 | (1) |
─
|
70,000
|
|||||||
J.
J. McCloy II
|
30,000
|
─
|
30,000
|
||||||||
D.
F. Merrion
|
33,750 | (2) |
82,843
|
96,593
|
(1)
|
Of
these fee amounts, Messrs. de Havilland and Gray, respectively,
accepted
payments for $15,000 in the form of 2,236 shares and for $70,000
in the
form of 10,434 shares. These shares which were valued at the
high and low trading prices over the quarter in which the fees
were
earned, are not deferred compensation and, having been purchased,
are not
stock awards.
|
(2)
|
Includes
$20,000 fees due to service on the Company’s Technical Advisory
Board.
|
(3)
|
No
stock options were awarded in 2006 to the directors, except to
Mr.
Merrion. The value shown for Mr. Merrion’s option was
calculated in accordance with SFAS No. 123(R) and does not represent
cash
paid to the optionee.
|
Name
|
Number
of Securities Underlying Unexercised Options #
|
Option
Exercise Price
|
Option
Expiration Date
|
||||||
(a)
|
(b)
|
(c)
|
(d)
|
||||||
John
A. de Havilland (1)
|
2,000
|
$ |
4.50
|
06/14/09
|
|||||
2,000
|
$ |
12.50
|
02/10/10
|
||||||
2,000
|
$ |
9.825
|
03/14/11
|
||||||
5,000
|
$ |
14.50
|
03/13/12
|
||||||
4,000
|
$ |
8.25
|
06/11/13
|
||||||
2,000
|
$ |
15.35
|
12/02/13
|
||||||
3,000
|
$ |
9.70
|
12/09/14
|
||||||
3,000
|
$ |
5.10
|
12/20/15
|
||||||
Derek
R. Gray (1)
|
2,000
|
$ |
4.50
|
06/14/09
|
|||||
2,000
|
$ |
12.50
|
02/10/10
|
||||||
2,000
|
$ |
9.825
|
03/14/11
|
||||||
5,000
|
$ |
14.50
|
03/13/12
|
||||||
7,000
|
$ |
8.25
|
06/11/13
|
||||||
4,000
|
$ |
15.35
|
12/02/13
|
||||||
5,000
|
$ |
9.70
|
12/09/14
|
||||||
3,000
|
$ |
5.10
|
12/20/15
|
||||||
John
J. McCloy II
|
10,000
|
$ |
7.875
|
06/09/15
|
|||||
3,000
|
$ |
5.10
|
12/20/15
|
||||||
David
F. Merrion
|
11,000
|
$ |
8.375
|
11/13/16
|
(1)
|
Excludes
non-compensatory warrants issued in conjunction with investment
transactions consummated by this director (see footnote 2 to the
table,
“Principal Stockholders and Stock Ownership of
Management”). Each of these options is for a ten year term and
was fully vested on date of
grant.
|
·
|
to
ensure that we remain as a market leader in the development of innovative,
technical solutions;
|
·
|
to
attract, engage and retain top talent that ensures the achievement
of
business goals, strategies and
objectives;
|
·
|
to
support an integrated team-oriented philosophy;
and
|
·
|
to
provide stockholders with a superior rate of
return.
|
·
|
the
executive’s compensation relative to other
officers;
|
·
|
recent
and expected performance of the
executive;
|
·
|
our
recent and expected overall performance;
and
|
·
|
our
overall budget for base salary
increases.
|
·
|
Participation
in the incentive program was limited to
managers.
|
·
|
For
every dollar of salary reduction under the salary reduction program
described above, the participant would have the opportunity to recover
that reduction by a cash bonus payable on the attainment of progress
toward the U.S. and International sales goals for 2006. 25% of
the bonus could be earned by meeting thresholds within the sales
targets
and the balance on meeting personal goals agreed by the relevant
manager
and approved by the Chief Executive Officer. Reduced salaries
could be made good on attaining 65% of targets, another incremental
amount
almost equal to the salary reduction could be earned, if the revenue
targets are attained, and, if revenues were to reach 150% of the
target,
an amount approaching three times the salary reduction could be
earned.
|
·
|
In
2006, the financial metrics set for that year’s bonus program were not
achieved, and, accordingly, awards were not made to participants
in the
MIP. A limited number of employees, however, did receive cash
bonuses awarded in the Committee’s business judgment on an individual
performance basis, principally related to our success in the 2006
fund
raising effort and also with respect to individual efforts related
to our
technologies. The individual performance awards to the Named
Executive Officers are set out in the “Bonus” column of the Summary
Compensation Table below. The Committee’s approval of specific
bonus payments to individual employees was based on several
considerations, including the employee’s base salary and specific
identifiable achievements. The 2006 bonus for Dr. Steiner was
principally based on the Committee’s evaluation of the value to Clean
Diesel arising from Dr. Steiner’s efforts in the 2006 fund raising
program.
|
Name
and Principal Position
|
Year
|
|
Salary
|
|
|
Bonus
(4)
|
|
|
Option
Awards
|
|
|
Non-Equity
Incentive Plan Compensation ($) (4)
|
|
|
All
Other Compensation
(5)
|
|
|
Total
|
|||||||
(a)
|
(b)
|
|
(c)
|
|
|
(d)
|
|
|
(e)
|
|
|
(f)
|
|
|
(g)
|
|
|
(h)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Bernhard
Steiner
President
and
Chief
Executive Officer
|
2006
|
|
$
|
222,172
|
|
|
$
|
67,585
|
|
|
$
|
─
|
|
|
$
|
─
|
|
|
$
|
66,269
|
|
|
$
|
356,026
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ann
B. Ruple (1)
Vice
President, Treasurer
and
Chief Financial Officer
|
2006
|
|
$
|
8,247
|
|
|
$
|
─
|
|
|
$
|
73,888
|
(6)
|
|
$
|
─
|
|
|
$
|
─
|
|
|
$
|
82,135
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Walter
G. Copan
Executive
Vice President
North
America and Chief
Technical
Officer
|
2006
|
|
$
|
195,000
|
|
|
$
|
25,000
|
|
|
$
|
─
|
|
|
$
|
─
|
|
|
$
|
27,446
|
|
|
$
|
247,446
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Timothy
Rogers
Executive
Vice President
International
|
2006
|
|
$
|
227,096
|
|
|
$
|
19,643
|
|
|
$
|
─
|
|
|
$
|
─
|
|
|
$
|
─
|
|
|
$
|
246,739
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
R.
Glen Reid
Vice
President
Sales
and Marketing
|
2006
|
|
$
|
163,797
|
|
|
$
|
─
|
|
|
$
|
─
|
|
|
$
|
─
|
|
|
$
|
27,304
|
|
|
$
|
191,101
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James
M. Valentine (2)
Former
President and
Chief
Operating Officer
|
2006
|
|
$
|
17,263
|
|
|
$
|
─
|
|
|
$
|
─
|
|
|
$
|
1
|
|
|
$
|
357,475
|
|
|
$
|
374,738
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David
W. Whitwell (3)
Former
Senior Vice President – Administration,
Treasurer
and Chief
Financial
Officer
|
2006
|
|
$
|
174,137
|
|
|
$
|
─
|
|
|
$
|
─
|
|
|
$
|
─
|
|
|
$
|
25,703
|
|
|
$
|
199,840
|
(1)
|
Ms.
Ruple commenced employment on December 13,
2006.
|
(2)
|
Mr.
Valentine resigned on January 19, 2006 and, based on legal advice,
he was
entitled to base salary and benefits continuation for one year
or until he
obtained comparable employment. Thus, Mr. Valentine’s salary to
his resignation date is reflected in column (c) and his salary
and
benefits continuation thereafter is reflected in column
(g).
|
(3)
|
Mr.
Whitwell resigned effective November 13, 2006. No severance
payments were due to Mr. Whitwell following his
resignation.
|
(4)
|
Bonus
payments were for personal performance. No incentive awards
were earned under the 2006 Incentive Plan. The salary and bonus
payments to Dr. Steiner and Mr. Rogers were paid in euros and
sterling,
respectively, and were valued by the dollar conversion rate for
those
currencies as reported in the Wall Street Journal with respect
to banking
transactions of $1 million or more as of the date
accrued.
|
(5)
|
“All
Other Compensation” includes salary continuation, 401K match, life
insurance premiums, disability insurance premiums, medical and
dental
insurance premiums, and, for Dr. Steiner, includes €50,000 ($67,585)
pursuant to his employment agreement as cash in lieu of medical
and
retirement plan benefits.
|
(6)
|
The
option award was 10,000 shares on December 13, 2006 to Ms. Ruple
and does
not represent cash paid to the optionee. The dollar amounts
reflect the aggregate grant fair date value in accordance with
SFAS No.
123R. The methodology of and all assumptions made in the
valuation of these option awards are disclosed in Note 7 to Clean
Diesel
Technologies’ Consolidated Financial Statements for the fiscal year
2006.
|
Grant
|
||||||||||||||||||||||||||||||||
All
Other
|
Date
|
|||||||||||||||||||||||||||||||
Option
|
Fair
|
|||||||||||||||||||||||||||||||
Awards:
|
Exercise
|
Value
|
||||||||||||||||||||||||||||||
Number
of
|
or
Base
|
Closing
|
of
Stock
|
|||||||||||||||||||||||||||||
Estimated
Future Payouts Under Non-
|
Securities
|
Price
of
|
Price
|
and
|
||||||||||||||||||||||||||||
Equity
Incentive Plan Awards
|
Underlying
|
Option
|
Date
of
|
Option
|
||||||||||||||||||||||||||||
Grant
|
Meeting
|
Threshold
|
Target
|
Maximum
|
Options (2)
|
Awards (3)
|
Grant
|
Awards
|
||||||||||||||||||||||||
Name
|
Date
(1)
|
Date
|
($)
|
($)
|
($)
|
(#)
|
($)
|
($)
|
($)
|
|||||||||||||||||||||||
Bernhard
Steiner
|
─
|
12/19/05
|
$ |
28,666
|
$ |
172,000
|
$ |
257,999
|
─
|
─
|
─
|
─
|
||||||||||||||||||||
Ann
B. Ruple
|
12/13/06
|
11/25/06
|
─
|
─
|
─
|
10,000
|
$ |
8.25
|
$ |
8.10
|
$ |
73,888
|
||||||||||||||||||||
Walter
G. Copan
|
─
|
12/19/05
|
$ |
13,332
|
$ |
80,000
|
$ |
119,988
|
─
|
─
|
─
|
─
|
||||||||||||||||||||
Timothy
Rogers
|
─
|
12/19/05
|
$ |
18,509
|
$ |
49,356
|
$ |
74,118
|
─
|
─
|
─
|
─
|
||||||||||||||||||||
R.
Glen Reid
|
─
|
12/19/05
|
$ |
6,489
|
$ |
17,305
|
$ |
25,957
|
─
|
─
|
─
|
─
|
||||||||||||||||||||
James
M. Valentine
|
─
|
12/19/05
|
─
|
─
|
─
|
─
|
─
|
─
|
─
|
|||||||||||||||||||||||
David
W. Whitwell
|
─
|
12/19/05
|
$ |
7,382
|
$ |
44,290
|
$ |
66,436
|
─
|
─
|
─
|
─
|
(1)
|
The
Board met to grant the option to Ms. Ruple on November 25, 2006
but to
take effect and to be priced on her first date of employment so
that the
grant date was December 13, 2006.
|
(2)
|
Under
the current policy of the Board, employee options are granted for
a ten
year term to vest one third immediately and one third on each of
the first
and second anniversaries of grant. The option award to Ms.
Ruple was an incentive stock option. With the exception of this
award, no stock option awards were made in 2006 to employees or
officers.
|
(3)
|
Our
options are valued for exercise price purposes at the mean of the
high and
low trading prices or, if none, bid and asked prices, as reported
on the
Alternative Investment Market (U.K.) and the Over-The-Counter Bulletin
Board (U.S.) on the grant
date.
|
Name
|
Number
of
Securities
Underlying
Unexercised
Options
#
Exercisable
|
Number
of
Securities
Underlying
Unexercised
Options
#
Unexercisable
|
Option
Exercise
Price
|
Option
Expiration
Date
(1)
|
|||||||||
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
|||||||||
Bernard
Steiner
|
30,000
10,000
13,333
|
─
─
6,666
|
$ |
9.20
9.70
5.10
|
09/13/14
12/09/14
12/20/15
|
||||||||
Ann
B. Ruple
|
3,333
|
6,666
|
$ |
8.25
|
12/13/16
|
||||||||
Walter
G. Copan
|
5,000
6,600
|
15,000
3,333
|
$ |
6.96
5.10
|
08/03/15
12/20/15
|
||||||||
Timothy
G. Rogers
|
20,000
4,000
6,666
|
─
─
3,333
|
$ |
9.75
9.70
5.10
|
09/30/13
12/09/14
12/20/15
|
||||||||
R.
Glen Reid
|
10,000
8,000
4,000
4,000
2,266
|
─
─
─
─
1,133
|
$ |
16.50
8.25
15.35
9.70
5.10
|
04/23/12
06/11/13
12/02/13
12/09/14
12/20/15
|
||||||||
James
M. Valentine
|
8,500
5,977
15,000
12,000
20,000
16,000
8,000
6,000
1,777
|
─
─
─
─
─
─
─
─
─
|
$ |
23.13
4.50
12.50
9.83
14.50
8.25
15.35
9.70
5.10
|
02/06/07
06/14/09
02/10/10
03/14/11
03/13/12
06/11/13
12/02/13
12/09/14
12/20/15
|
||||||||
David
W. Whitwell
|
12,000
8,000
16,000
8,910
6,200
4,000
3,333
|
─
─
─
─
─
─
─
|
$ |
11.88
9.83
14.50
8.25
15.35
9.70
5.10
|
11/10/09
03/14/11
03/13/12
06/11/13
12/02/13
12/09/14
12/20/15
|
(1)
|
The
option expiration date indicated is the tenth anniversary of the
date of
grant. Each of the foregoing options is for a ten-year term and
vests as to the shares granted, one third on grant and one third
on the
first and one third on the second anniversaries of grant. On
resignation, those of the above options which have not expired may
continue to be exercisable for time periods depending on length of
employment, so that such options are exercisable for 180 days, if
employed
less than three years; for two years, if employed for between three
and
five years; for three years, if employed between five and seven years;
for
five years if employed more than seven years; but in no event later
than
the basic ten-year option term. In case of death, total
disability or normal retirement, the portion of the option then vested
shall continue in force and be exercisable until the expiration of
the
basic ten-year term, but the then unvested portion of the option
shall
terminate and be of no effect.
|
Percentage
|
||||||||
Beneficial
Owner
|
Number
of
|
Beneficially
|
||||||
Name
and Address (1)
|
Shares (2)(3)
|
Owned
(4)
|
||||||
Channel
Hotels and Properties Limited (3)
|
387,638
|
5.2 | % | |||||
Udaset
Holdings Limited
|
302,292
|
4.1 | % | |||||
Kanis
SA
|
343,769
|
4.6 | % | |||||
Positive
Securities Limited (David M. Hunter) (3)
|
422,773
|
5.7 | % | |||||
Fuel
Tech, Inc. (2)(3)
|
370,023
|
5.0 | % | |||||
Waltham Forest
Friendly Society (2)(3)
|
344,892
|
4.5 | % | |||||
Ruffer
LLP (Roy Nominees) (3)
|
1,056,671
|
14.2 | % | |||||
Hawkwood
Fund Management (3)
|
451,296
|
6.1 | % | |||||
Duckworth
Esq.
|
400,000
|
5.1 | % | |||||
Ram
Ltd.
|
295,139
|
4.0 | % | |||||
Avenir
Finances S.A.
|
600,000
|
8.0 | % | |||||
Directors
and Named Executive Officers
|
||||||||
Walter
G. Copan (2)
|
30,062
|
*
|
||||||
John
A. de Havilland (2)
|
49,551
|
*
|
||||||
Derek
R. Gray (2)
|
201,418
|
2.8 | % | |||||
Charles
W. Grinnell (2)
|
55,881
|
*
|
||||||
John
J. McCloy II (2)
|
25,444
|
*
|
||||||
David
F. Merrion (2)
|
16,000
|
*
|
||||||
Timothy
Rogers (2)
|
37,776
|
*
|
||||||
Bernhard
Steiner (2)
|
100,090
|
1.3 | % | |||||
Ann
B. Ruple (2)
|
5,946
|
*
|
||||||
All
Directors and Officers as a Group (9 persons) (2)
|
522,175
|
7.0 | % |
(1)
|
The
address of Channel Hotels and Properties Limited is Gouray Lodge,
Le Mont
de Gouray, Grouville, Jersey, Channel Islands JE3 9GH; of Udaset
Holdings
Limited is Lord Coutanche House, 62-68 Esplanade Street, St. Helier,
Jersey, Channel Islands JE4 5PS; of Kanis SA, c/o SG Associates,
Ltd., 45
Queen Anne Street, London W1G 9JF, U.K.; of Positive Securities Limited
is
31, The Parade, St. Helier, Jersey, Channel Islands JE2 3QQ; of Fuel
Tech,
Inc. is 512 Kingsland Drive, Batavia IL 60510; of Waltham Forest
Friendly
Society is Key House, 342 Hoe Street, Walthamstow, London E17 9XP,
U.K.;
of Ruffer LLP is 80 Queen Victoria Street, London SW1E 52C; and of
Hawkwood Fund Management and of Duckworth Esq. is The Jersey Trust
Company, Elizabeth House, 9 Castle Street, St. Helier, Jersey, Channel
Islands JE4 2QP; of Ram Ltd. is 45 Queen Anne Street, London W1G
9JF,
U.K.; of Avenir Finances S.A. is Channel House, Forest Lane, St.
Peter
Port, Guernsey GY1 4HL, 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 Channel Hotels
and
Properties Limited, 39,482 shares; Udaset Holdings Limited, 23,991
shares;
Kanis SA, 22,767 shares; Positive Securities Limited, 51,450 shares;
Waltham Forest Friendly Society, 5,000 shares; Fuel Tech, Inc., 5,000
shares; Hawkwood Fund Management, 74,074 shares; Ram Ltd., 39,667
shares;
Avenir Finances SA, 150,000 shares; Dr. Copan, 25,741 shares; Mr.
de
Havilland, 38,763 shares; Mr. Rogers, 32,037 shares; Dr. Steiner,
66,000
shares; Mr. Gray, 62,655 shares; Mr. Grinnell, 50,000 shares; Mr.
McCloy,
18,000 shares; Mr. Merrion, 16,000 shares; Ms. Ruple, 3,894 shares;
and,
for all directors and officers as a group, 313,090 shares. The
amount for Mr. de Havilland and for directors and officers as a group
does
not include 8,027 shares owned by Mr. de Havilland’s adult children as to
which he disclaims beneficial
ownership.
|
(3)
|
To
our knowledge the directors and Named Executive Officers hold sole
beneficial ownership and investment power over the shares reported;
Fuel
Tech, Inc. has sole beneficial ownership and investment power over
its
shareholdings, and the remaining beneficial owners have at least
shared
investment power over their
shareholdings.
|
(4)
|
The
percentages are percentages of outstanding stock and have been calculated
by including warrants and options exercisable within 60 days by the
respective stockholders. In addition, 3% rather than 5% is
presented in accordance with standard U.K. practice due to our listing
on
the Alternative Investment Market of the London Stock
Exchange.
|
·
|
for
any breach of the director’s duty of loyalty to us or our
stockholders;
|
·
|
for
acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of
law;
|
·
|
for
unlawful payments of dividends, stock purchases or redemptions under
Delaware law; and
|
·
|
for
any transaction from which the director derived an improper personal
benefit.
|
·
|
our
Board of Directors approved either the business combination or the
transaction that resulted in the stockholder becoming an interested
stockholder prior to the date the person attained the
status;
|
·
|
upon
consummation of the transaction that resulted in the stockholder
becoming
an interested stockholder, the interested stockholder owned at least
85%
of our voting stock outstanding at the time the transaction commenced,
excluding, for purposes of determining the number of shares outstanding,
shares owned by persons who are directors and also officers and issued
employee stock plans, under which employee participants do not have
the
right to determine confidentiality whether shares held under the
plan will
be tendered in a tender or exchange offer;
or
|
·
|
the
business combination is approved by our Board of Directors on or
subsequent to the date the person became an interested stockholder
and
authorized at an annual or special meeting of the stockholders by
the
affirmative vote of the holders of at least 66 2/3%
of the
outstanding voting stock that is not owned by the interested
stockholder.
|
·
|
1%
of the number of shares of common stock then outstanding,
or
|
·
|
the
average weekly trading volume of the common stock the four calendar
weeks
preceding the filing of a notice on Form 144 with respect to the
sale.
|
Beneficial
|
||||||||||||
|
Ownership
|
|||||||||||
Beneficial
|
|
of
Shares
|
||||||||||
Ownership
|
Number
of
|
of
Common
|
|
|||||||||
of
Shares of
|
Shares
of
|
Stock
After
|
Percentage
|
|||||||||
|
Common
|
Common
|
Giving
|
to
be
|
||||||||
Relationship
|
Stock
at
|
Stock
|
|
Effect to
|
Owned
|
|||||||
with
The
|
August
31
|
Offered
|
Class
B
|
Proposed
|
After
|
|||||||
Name
of Selling Stockholder
|
Company
|
2007
|
For
Sale (1)
|
Warrants
|
Sale
|
Offering
|
||||||
Stanley
Cohen & Anne Cohen
|
106,670
|
106,669
|
26,667
|
─
|
*
|
|||||||
Lucy
Roth & Stanley Cohen & Anne Cohen
|
122,015
|
122,016
|
30,504
|
─
|
*
|
|||||||
Udaset
Holdings Limited
|
302,293
|
91,309
|
22,827
|
210,983
|
2.6%
|
|||||||
Regency
House Limited
|
192,093
|
148,148
|
37,037
|
43,945
|
*
|
|||||||
Positive
Securities Limited (David Malcolm Hunter)
|
422,773
|
164,441
|
41,122
|
258,336
|
3.2%
|
|||||||
Channel
Hotels and Properties Limited
|
387,638
|
148,148
|
37,037
|
239,490
|
3.0%
|
|||||||
Maison
de Bas Investments Limited
|
15,850
|
11,849
|
2,962
|
4,000
|
*
|
|||||||
Sallie
Martin
|
7,124
|
5,924
|
1,481
|
1,200
|
*
|
|||||||
Aith
Holdings Limited
|
16,607
|
8,296
|
2,074
|
8,311
|
*
|
|||||||
Avenir
Finances S.A.
|
600,000
|
600,000
|
150,000
|
─
|
*
|
|||||||
Roy
Nominees Ltd A/C 845379 Eur Client
|
30,200
|
15,200
|
3,800
|
15,000
|
*
|
|||||||
Roy
Nominees Ltd A/C 845387 USD Client
|
10,000
|
10,000
|
2,500
|
─
|
*
|
|||||||
Roy
Nominees Ltd A/C 845360 30 PCT Client
|
167,000
|
105,600
|
26,400
|
61,400
|
*
|
|||||||
Roy
Nominees Ltd A/C 845336 Client Charity
|
28,800
|
4,000
|
1,000
|
24,800
|
*
|
|||||||
Roy
Nominees Ltd A/C 845000 Client Capital
|
187,200
|
185,200
|
46,300
|
2,000
|
*
|
|||||||
Yew
Tree Investments Limited
|
148,148
|
148,148
|
37,037
|
─
|
*
|
|||||||
Myriagon
Special Situations Inc.
|
148,148
|
148,148
|
37,037
|
─
|
*
|
|||||||
Liechtensteinische
Landesbank AG
|
104,000
|
104,000
|
26,000
|
─
|
*
|
|||||||
New
Energy Fund LP
|
59,257
|
59,257
|
14,814
|
─
|
*
|
|||||||
Kinloch
Rice Fields LLC
|
59,257
|
59,257
|
14,814
|
─
|
*
|
|||||||
Globex
Limited
|
44,740
|
44,740
|
11,185
|
─
|
*
|
|||||||
S.P.
Angel (Nominees) Ltd.
|
83,231
|
52,000
|
13,000
|
31,231
|
*
|
|||||||
John
Anthony de Havilland
|
Director
|
49,551
|
10,000
|
2,500
|
39,551
|
*
|
||||||
Rahn
& Bodmer
|
12,000
|
12,000
|
3,000
|
─
|
*
|
|||||||
The
Shimpling Trust Limited
|
119,647
|
94,645
|
23,661
|
35,001
|
*
|
|||||||
Cadogan
Settled Estates Limited
|
159,765
|
38,000
|
─
|
121,765
|
1.5%
|
|||||||
Ram
Limited
|
295,139
|
148,148
|
37,037
|
146,991
|
1.8%
|
|||||||
SGA
Trustees Limited a/c AFP
|
85,145
|
14,813
|
3,703
|
74,035
|
*
|
|||||||
Cello
Investments Limited
|
15,628
|
14,813
|
3,703
|
815
|
*
|
|||||||
Kanis
SA
|
343,769
|
74,073
|
18,518
|
259,696
|
3.2%
|
|||||||
Addis
Properties Limited a/c RF
|
62,719
|
29,628
|
7,407
|
29,387
|
*
|
|||||||
Derek
Gray
|
Director
|
201,418
|
14,813
|
3,703
|
186,605
|
2.3%
|
||||||
Walter
Copan
|
Officer
|
30,062
|
2,221
|
740
|
27,841
|
*
|
||||||
John
Benton
|
740
|
740
|
─
|
─
|
||||||||
Timothy
Rogers
|
Officer
|
37,776
|
1,110
|
370
|
36,666
|
*
|
||||||
Ann
Ruple
|
Officer
|
5,944
|
2,611
|
560
|
3,333
|
*
|
||||||
TOTAL
|
4,662,347
|
2,799,965
|
690,500
|
1,862,382
|
·
|
a
block trade in which a broker or dealer so engaged will attempt to
sell
the shares as agent, but may position and resell a portion of the
block as
principal to facilitate the
transaction;
|
·
|
purchase
by a broker or dealer as principal and resale by the broker or dealer
for
its account pursuant to this
prospectus;
|
·
|
ordinary
brokerage transactions and transactions in which a broker solicits
purchasers;
|
·
|
privately
negotiated transactions;
|
·
|
if
such a sale qualifies, in accordance with Rule 144 promulgated under
the
Securities Act rather than pursuant to this prospectus;
and
|
·
|
any
other method permitted pursuant to applicable
law.
|
·
|
the
name of each of the participating
broker-dealers,
|
·
|
the
number of shares involved,
|
·
|
the
price at which the shares were
sold,
|
·
|
the
commission paid or discounts or concessions allowed to the broker-dealers,
where applicable,
|
·
|
a
statement to the effect that the broker-dealers did not conduct any
investigation to verify the information set out or incorporated by
reference in this prospectus, and
|
·
|
any
other facts material to the
transaction.
|
Consolidated
Financial Statements
|
|
Report
of Independent Registered Public Accounting Firm
|
F-2
|
Consolidated
Balance Sheet as of December 31, 2006 and 2005
|
F-3
|
Consolidated
Statement of Operations for the years ended December 31, 2006, 2005
and 2004
|
F-4
|
Consolidated
Statement of Stockholders’ Equity for the years ended December 31,
2006, 2005 and 2004
|
F-5
|
Consolidated
Statement of Cash Flows for the years ended December 31, 2006, 2005
and 2004
|
F-6
|
Notes
to Consolidated Financial Statements
|
F-7
|
Condensed
Consolidated Financial Statements
|
|
Condensed
Consolidated Balance Sheets as of June 30, 2007 (Unaudited) and December
31, 2006
|
F-21
|
Condensed
Consolidated Statements of Operations for the three and six months
ended
June 30, 2007 and 2006 (Unaudited)
|
F-22
|
Condensed
Consolidated Statements of Cash Flows for the six months ended June
30,
2007 and 2006 (Unaudited)
|
F-23
|
Notes
to Condensed Consolidated Quarterly Financial Statements for the
six
months ended June 30, 2007 (Unaudited)
|
F-24
|
December
31,
|
||||||||
2006
|
2005
|
|||||||
Assets
|
||||||||
Current
assets:
|
||||||||
Cash
and cash equivalents
|
$ |
5,314
|
$ |
4,513
|
||||
Accounts
receivable, net of allowance of $34 and $11, respectively
|
100
|
125
|
||||||
Inventories,
net
|
365
|
285
|
||||||
Other
current assets
|
96
|
94
|
||||||
Subscriptions
receivable, net
|
2,412
|
488
|
||||||
Total
current assets
|
8,287
|
5,505
|
||||||
Patents,
net
|
603
|
567
|
||||||
Fixed
assets, net of accumulated depreciation of $350 and $259,
respectively
|
91
|
175
|
||||||
Other
assets
|
37
|
27
|
||||||
Total
assets
|
$ |
9,018
|
$ |
6,274
|
||||
Liabilities
and Stockholders’ Equity
|
||||||||
Current
liabilities:
|
||||||||
Accounts
payable
|
$ |
330
|
$ |
170
|
||||
Accrued
expenses
|
740
|
317
|
||||||
Deferred
revenue
|
─
|
9
|
||||||
Total
current liabilities
|
1,070
|
496
|
||||||
Commitments
(Note 8)
|
||||||||
Stockholders’
equity:
|
||||||||
Preferred
stock, par value $0.01 per share, authorized 100,000; no shares
issued and
outstanding
|
─
|
─
|
||||||
Common
stock, par value $0.01 per share: authorized 9,000,000 and 6,000,000
shares, respectively; issued and outstanding 5,964,493 and 5,073,871
shares, respectively
|
60
|
51
|
||||||
subscribed
and to be issued 667,998 and 141,022 shares, respectively
|
7
|
1
|
||||||
Additional
paid-in capital, net of subscriptions receivable of $1,901 at December
31,
2006
|
52,854
|
45,319
|
||||||
Accumulated
other comprehensive income
|
4
|
─
|
||||||
Accumulated
deficit
|
(44,977 | ) | (39,593 | ) | ||||
Total
stockholders’ equity
|
7,948
|
5,778
|
||||||
Total
liabilities and stockholders’ equity
|
$ |
9,018
|
$ |
6,274
|
For
the years ended December 31,
|
||||||||||||
Revenue:
|
2006
|
2005
|
2004
|
|||||||||
Additive
revenue
|
$ |
591
|
$ |
411
|
$ |
299
|
||||||
Hardware
revenue
|
269
|
349
|
360
|
|||||||||
License
and royalty revenue
|
74
|
47
|
54
|
|||||||||
Consulting
and other
|
189
|
5
|
9
|
|||||||||
Total
revenue
|
1,123
|
812
|
722
|
|||||||||
Costs
and expenses:
|
||||||||||||
Cost
of revenue
|
658
|
471
|
455
|
|||||||||
Selling,
general and administrative
|
5,278
|
4,963
|
3,962
|
|||||||||
Research
and development
|
510
|
439
|
506
|
|||||||||
Patent
amortization and other expense
|
235
|
170
|
90
|
|||||||||
Operating
costs and expenses
|
6,681
|
6,043
|
5,013
|
|||||||||
Loss
from operations
|
(5,558 | ) | (5,231 | ) | (4,291 | ) | ||||||
Other
income (expense):
|
||||||||||||
Foreign
currency exchange gain (loss)
|
104
|
(221 | ) |
101
|
||||||||
Interest
income
|
58
|
26
|
47
|
|||||||||
Other
|
12
|
─
|
─
|
|||||||||
Net
loss
|
$ | (5,384 | ) | $ | (5,426 | ) | $ | (4,143 | ) | |||
Basic
and diluted loss per common share
|
$ | (1.03 | ) | $ | (1.48 | ) | $ | (1.29 | ) | |||
Basic
and diluted weighted-average number of common shares
outstanding
|
5,212
|
3,678
|
3,214
|
For
the years ended December 31,
|
||||||||||||
2006
|
2005
|
2004
|
||||||||||
Net
loss
|
$ | (5,384 | ) | $ | (5,426 | ) | $ | (4,143 | ) | |||
Other
comprehensive income:
|
||||||||||||
Foreign
currency translation adjustment
|
4
|
─
|
─
|
|||||||||
Comprehensive
loss
|
$ | (5,380 | ) | $ | (5,426 | ) | $ | (4,143 | ) |
Accumulated
|
||||||||||||||||||||||||||||||||
Common
Stock
|
Additional
|
Other
|
Total
|
|||||||||||||||||||||||||||||
Common
Stock
|
To
be Issued
|
Paid-in
|
Comprehensive
|
Accumulated
|
Stockholders’
|
|||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Income
(Loss)
|
Deficit
|
Equity
|
|||||||||||||||||||||||||
Balance
at December 31, 2003
|
3,136
|
$ |
31
|
─
|
$ |
─
|
$ |
35,566
|
$ |
─
|
$ | (30,024 | ) | $ |
6,573
|
|||||||||||||||||
Net
loss
|
─
|
─
|
─
|
─
|
─
|
─
|
(4,143 | ) | (4,143 | ) | ||||||||||||||||||||||
Options
exercised
|
7
|
─
|
─
|
─
|
89
|
─
|
─
|
89
|
||||||||||||||||||||||||
Issuance
of common stock
|
285
|
3
|
─
|
─
|
2,540
|
─
|
─
|
2,543
|
||||||||||||||||||||||||
Payment
of directors’ fees in common stock
|
5
|
─
|
─
|
─
|
57
|
─
|
─
|
57
|
||||||||||||||||||||||||
Broker
fee credit from 2003
|
─
|
─
|
─
|
─
|
3
|
─
|
─
|
3
|
||||||||||||||||||||||||
Balance
at December 31, 2004
|
3,433
|
$ |
34
|
─
|
$ |
─
|
$ |
39,255
|
$ |
─
|
$ | (34,167 | ) | $ |
5,122
|
|||||||||||||||||
Net
loss
|
─
|
─
|
─
|
─
|
─
|
─
|
(5,426 | ) | (5,426 | ) | ||||||||||||||||||||||
Options
exercised
|
─
|
─
|
─
|
─
|
2
|
─
|
─
|
2
|
||||||||||||||||||||||||
Issuance
of common stock
|
1,635
|
17
|
5,505
|
─
|
─
|
5,522
|
||||||||||||||||||||||||||
Common
stock subscribed and to be issued
|
─
|
─
|
141
|
1
|
487
|
─
|
─
|
488
|
||||||||||||||||||||||||
Payment
of directors’ fees in common stock
|
5
|
─
|
─
|
─
|
70
|
─
|
─
|
70
|
||||||||||||||||||||||||
Balance
at December 31, 2005
|
5,073
|
$ |
51
|
141
|
$ |
1
|
$ |
45,319
|
$ |
─
|
$ | (39,593 | ) | $ |
5,778
|
|||||||||||||||||
Net
loss
|
─
|
─
|
─
|
─
|
─
|
─
|
(5,384 | ) | (5,384 | ) | ||||||||||||||||||||||
Options
exercised
|
3
|
─
|
─
|
─
|
14
|
─
|
─
|
14
|
||||||||||||||||||||||||
Compensation
expense for stock options
|
─
|
─
|
─
|
─
|
304
|
─
|
─
|
304
|
||||||||||||||||||||||||
Issuance
of common stock
|
876
|
9
|
(141 | ) | (1 | ) |
4,718
|
─
|
─
|
4,726
|
||||||||||||||||||||||
Common
stock subscribed and to be issued
|
─
|
─
|
668
|
7
|
4,306
|
─
|
─
|
4,313
|
||||||||||||||||||||||||
Subscriptions
receivable, net (unpaid as of March 23, 2007)
|
─
|
─
|
─
|
─
|
(1,901 | ) |
─
|
─
|
(1,901 | ) | ||||||||||||||||||||||
Foreign
currency translation
|
─
|
─
|
─
|
─
|
─
|
4
|
─
|
4
|
||||||||||||||||||||||||
Payment
of directors’ fees in common stock
|
12
|
─
|
─
|
─
|
94
|
─
|
─
|
94
|
||||||||||||||||||||||||
Balance
at December 31, 2006
|
5,964
|
$ |
60
|
668
|
$ |
7
|
$ |
52,854
|
$ |
4
|
$ | (44,977 | ) | $ |
7,948
|
For
the years ended December 31,
|
||||||||||||
2006
|
2005
|
2004
|
||||||||||
Operating
activities
|
||||||||||||
Net
loss
|
$ | (5,384 | ) | $ | (5,426 | ) | $ | (4,143 | ) | |||
Adjustments
to reconcile net loss to cash used in operating
activities:
|
||||||||||||
Depreciation
and amortization
|
138
|
163
|
132
|
|||||||||
Provision
for inventory
|
27
|
43
|
─
|
|||||||||
Provision
for doubtful accounts, net
|
23
|
12
|
─
|
|||||||||
Compensation
expense for stock options
|
304
|
─
|
88
|
|||||||||
Loss
on disposition/abandonment of fixed assets/patents
|
23
|
33
|
19
|
|||||||||
Changes
in operating assets and liabilities:
|
||||||||||||
Accounts
receivable
|
2
|
7
|
(40 | ) | ||||||||
Inventories
|
(107 | ) |
59
|
(76 | ) | |||||||
Other
current assets and other assets
|
(12 | ) | (23 | ) | (7 | ) | ||||||
Deferred
compensation and pension benefits
|
─
|
─
|
(306 | ) | ||||||||
Accounts
payable and accrued expense
|
678
|
167
|
21
|
|||||||||
Deferred
revenue
|
(9 | ) |
9
|
─
|
||||||||
Net
cash used for operating activities
|
(4,317 | ) | (4,956 | ) | (4,312 | ) | ||||||
Investing
activities
|
||||||||||||
Patent
costs
|
(94 | ) | (235 | ) | (186 | ) | ||||||
Purchase
of fixed assets
|
(20 | ) | (85 | ) | (164 | ) | ||||||
Net
cash used for investing activities
|
(114 | ) | (320 | ) | (350 | ) | ||||||
Financing
activities
|
||||||||||||
Proceeds
from issuance of common stock, net
|
5,214
|
5,522
|
2,408
|
|||||||||
Proceeds
from exercise of stock options
|
14
|
2
|
1
|
|||||||||
Proceeds
from broker fee credit
|
─
|
─
|
3
|
|||||||||
Net
cash provided by financing activities
|
5,228
|
5,524
|
2,412
|
|||||||||
Effect
of exchange rate changes on cash
|
4
|
─
|
─
|
|||||||||
Net
increase (decrease) in cash and cash
equivalents cash
equivalents
|
$ |
801
|
$ |
248
|
$ | (2,250 | ) | |||||
Cash
and cash equivalents at beginning of the year
|
4,513
|
4,265
|
6,515
|
|||||||||
Cash
and cash equivalents at end of the year
|
$ |
5,314
|
$ |
4,513
|
$ |
4,265
|
||||||
Supplemental
non-cash activities:
|
||||||||||||
Common
stock subscribed, net
|
$ |
4,313
|
$ |
488
|
$ ─
|
|||||||
Payment
of accrued directors’ fees in common stock
|
94
|
70
|
57
|
|||||||||
Stock
issued as payment for deferred compensation
|
─
|
─
|
135
|
1.
|
Business
|
2.
|
Significant
Accounting Policies
|
As
a percentage of consolidated revenue:
|
||||||||||||
Years
ended December 31,
|
||||||||||||
2006
|
2005
|
2004
|
||||||||||
Customer
A
|
29 | % | 11 | % | 35 | % | ||||||
Customer
B
|
13 | % | 12 | % |
*
|
|||||||
Customer
C
|
*
|
*
|
16 | % | ||||||||
Customer
D
|
*
|
24 | % |
*
|
||||||||
Customer
E
|
*
|
10 | % |
*
|
(in
thousands, except per share amounts)
|
||||||||
Years
ended December 31,
|
||||||||
2005
|
2004
|
|||||||
Net
loss attributable to common stock holders as reported
|
$ | (5,426 | ) | $ | (4,143 | ) | ||
Add:
Stock-based compensation expense included in reported net loss, net
of related tax effects
|
─
|
88
|
||||||
Deduct:
Total stock-based employee compensation expense determined under
fair
value-based method for all awards, net of related tax
effects
|
(875 | ) | (826 | ) | ||||
Pro
forma net loss attributable to common stockholders
|
$ | (6,301 | ) | $ | (4,881 | ) | ||
Net
loss per share attributable to common stockholders:
|
||||||||
Basic
and diluted net loss per common share - as reported
|
$ | (1.48 | ) | $ | (1.29 | ) | ||
Basic
and diluted per common share - pro forma
|
$ | (1.71 | ) | $ | (1.52 | ) |
(in
thousands)
|
||||||||||||
Years
ended December 31,
|
||||||||||||
2006
|
2005
|
2004
|
||||||||||
Compensation
and benefits
|
$ |
3,061
|
$ |
2,771
|
$ |
2,128
|
||||||
Professional
services
|
792
|
834
|
744
|
|||||||||
Travel
|
538
|
546
|
407
|
|||||||||
Occupancy
|
406
|
475
|
423
|
|||||||||
Sales
and marketing expenses
|
279
|
161
|
115
|
|||||||||
Depreciation
and all other
|
202
|
176
|
145
|
|||||||||
Total
selling, general and administrative expense
|
$ |
5,278
|
$ |
4,963
|
$ |
3,962
|
3.
|
Inventories
|
(in
thousands)
|
||||||||
December
31,
|
||||||||
2006
|
2005
|
|||||||
Finished
Platinum Plus fuel-borne catalyst
|
$ |
144
|
$ |
59
|
||||
Platinum
concentrate/metal
|
103
|
119
|
||||||
Hardware
|
119
|
55
|
||||||
Other
|
26
|
52
|
||||||
$ |
392
|
$ |
285
|
|||||
Less:
inventory reserves
|
(27 | ) |
─
|
|||||
Inventories,
net
|
$ |
365
|
$ |
285
|
4.
|
Patents
|
(in
thousands)
|
||||||||
December
31,
|
||||||||
2006
|
2005
|
|||||||
Patents
|
$ |
742
|
$ |
665
|
||||
Less:
accumulated amortization
|
(139 | ) | (98 | ) | ||||
Patents,
net
|
$ |
603
|
$ |
567
|
5.
|
Accrued
Expenses
|
(in
thousands)
|
||||||||
December
31,
|
||||||||
2006
|
2005
|
|||||||
Accrued
placement agent fees
|
$ |
410
|
$ |
13
|
||||
Accrued
directors’ fees
|
144
|
94
|
||||||
Accrued
compensation
|
122
|
─
|
||||||
Professional
fees and other
|
64
|
210
|
||||||
Accrued
expenses
|
$ |
740
|
$ |
317
|
6.
|
Stockholders’
Equity
|
7.
|
Stock
Options and Warrants
|
Years
ended December 31,
|
||||||
2006
|
2005
|
2004
|
||||
Expected
term in years
|
8.64
|
4.0
|
4.0
|
|||
Risk-free
interest rate
|
4.56%
|
4.2%
|
4.2%
|
|||
Expected
volatility
|
104.7%
|
106.9%
|
99.4%
|
|||
Dividend
yield
|
0%
|
0%
|
0%
|
2006
|
2005
|
2004
|
||||||||||||||||||||||
Shares
|
Weighted
Average
Exercise
Price
|
Shares
|
Weighted
Average
Exercise
Price
|
Shares
|
Weighted
Average
Exercise
Price
|
|||||||||||||||||||
Outstanding
at beginning of year
|
649,187
|
$ |
10.305
|
533,677
|
$ |
11.97
|
449,590
|
$ |
12.25
|
|||||||||||||||
Options
granted
|
21,000
|
$ |
8.315
|
134,800
|
$ |
5.725
|
93,800
|
$ |
9.90
|
|||||||||||||||
Options
exercised
|
(3,000 | ) | $ |
4.50
|
(400 | ) | $ |
4.50
|
(9,712 | ) | $ |
6.08
|
||||||||||||
Options expired | (9,666 | ) | $ | 23.08 | (8,000 | ) | $ | 11.73 |
─
|
$ | ─ | |||||||||||||
Options forfeited | (9,433 | ) | $ | 9.995 | (10,890 | ) | $ | 34.10 |
─
|
$ | ─ | |||||||||||||
Outstanding
at end of year
|
648,087
|
$ |
10.08
|
649,187
|
$ |
10.305
|
533,677
|
$ |
11.97
|
|||||||||||||||
Options
exercisable at year-end
|
597,931
|
$ |
10.41
|
566,987
|
$ |
10.93
|
439,410
|
$ |
12.35
|
|||||||||||||||
Options
available for grant at year-end
|
144,853
|
─
|
─
|
|||||||||||||||||||||
Weighted-average
fair value of options granted during the year
|
$ |
7.465
|
$ |
4.30
|
$ |
6.95
|
||||||||||||||||||
Aggregate
intrinsic value – options exercised
|
$ |
3,000
|
$ |
200
|
$ |
75,605
|
||||||||||||||||||
Aggregate
intrinsic value – options outstanding
|
$ |
566,729
|
||||||||||||||||||||||
Aggregate
intrinsic value – options exercisable
|
$ |
556,605
|
Options
Outstanding
|
Options
Exercisable
|
|||||||||||||||||||||
Range
of
Exercise
Prices
|
Number
Outstanding
|
Weighted
Average
Remaining
Contractual
Life
(In
Years)
|
Weighted
Average
Exercise
Price
|
Number
Exercisable
|
Weighted
Average
Exercise
Price
|
|||||||||||||||||
$ |
3.60
– 5.10
|
137,443
|
6.73
|
$ |
4.875
|
111,954
|
$ |
4.825
|
||||||||||||||
$ |
6.955
– 8.375
|
123,910
|
4.82
|
$ |
7.95
|
99,243
|
$ |
8.10
|
||||||||||||||
$ |
9.20
– 11.875
|
184,700
|
6.05
|
$ |
9.835
|
184,700
|
$ |
9.835
|
||||||||||||||
$ |
12.50
– 23.125
|
202,033
|
4.60
|
$ |
15.16
|
202,033
|
$ |
15.16
|
||||||||||||||
$ |
3.60
– 23.125
|
648,087
|
6.05
|
$ |
10.08
|
597,931
|
$ |
10.41
|
2006
|
2005
|
2004
|
||||||||||||||||||||||
Shares
|
Weighted
Average
Exercise
Price
|
Shares
|
Weighted
Average
Exercise
Price
|
Shares
|
Weighted
Average
Exercise
Price
|
|||||||||||||||||||
Outstanding
at beginning of year
|
101,346
|
$ |
8.835
|
106,346
|
$ |
9.125
|
111,346
|
$ |
10.96
|
|||||||||||||||
Warrants to be issued | 1,466,400 | $ | 11.125 | ─ | $ |
─
|
─ | $ | ─ | |||||||||||||||
Warrants exercised | ─ | $ |
─
|
─ | $ |
─
|
─ | $ | ─ | |||||||||||||||
Warrants
expired or forfeited
|
(10,322 | ) | $ |
10.00
|
(5,000 | ) | $ |
15.00
|
(5,000 | ) | $ |
50.00
|
||||||||||||
Outstanding
and to be issued at end of year
|
1,557,424
|
$ |
10.98
|
101,346
|
$ |
8.835
|
106,346
|
$ |
9.125
|
|||||||||||||||
Warrants
exercisable at year-end
|
1,557,424
|
$ |
10.98
|
101,346
|
$ |
8.835
|
106,346
|
$ |
9.125
|
|||||||||||||||
Aggregate
intrinsic value
|
$ |
102,325
|
Warrants
Outstanding and Exercisable
|
||||||||||||||
Range
of
Exercise
Prices
|
Number
Outstanding
And
Exercisable
|
Weighted
Average
Remaining
Contractual
Life
(In
Years)
|
Weighted
Average
Exercise
Price
|
|||||||||||
$ |
7.50
– $8.4375
|
129,459
|
3.02
|
$ |
8.21
|
|||||||||
$ |
10.00
– $11.125
|
727,965
|
0.63
|
$ |
10.015
|
|||||||||
$ |
12.50
|
700,000
|
0.99
|
$ |
12.50
|
|||||||||
$ |
7.50
– $12.50
|
1,557,424
|
1.18
|
$ |
10.98
|
8.
|
Commitments
|
9.
|
Related
Party Transactions
|
10.
|
License,
Marketing and Joint Development
Agreements
|
11.
|
Income
Taxes
|
(in
thousands)
|
||||||||
December
31,
|
||||||||
2006
|
2005
|
|||||||
Research
and development
|
$ |
1,680
|
$ |
1,629
|
||||
Net
operating loss carryforwards
|
14,991
|
12,981
|
||||||
Options
|
122
|
|
||||||
Deferred
tax assets
|
16,793
|
14,610
|
||||||
Less:
valuation allowance
|
(16,793 | ) | (14,610 | ) | ||||
$ | | $ |
|
Years
ended December 31,
|
||||||
2006
|
2005
|
2004
|
||||
Income
taxes (benefits) at statutory rates
|
(34%)
|
(34%)
|
(34%)
|
|||
Change
in valuation allowance
|
34%
|
34%
|
34%
|
|||
Income
taxes (benefits)
|
%
|
%
|
%
|
12.
|
Geographic
Information
|
(in
thousands)
|
||||||||||||
Years
ended December 31,
|
||||||||||||
2006
|
2005
|
2004
|
||||||||||
U.S.
|
$ |
684
|
$ |
675
|
$ |
468
|
||||||
Europe
|
117
|
48
|
2
|
|||||||||
Asia
|
322
|
89
|
252
|
|||||||||
Total
revenue
|
$ |
1,123
|
$ |
812
|
$ |
722
|
13.
|
Subsequent
Events
|
14.
|
Quarterly
Financial Data (unaudited)
|
Three
Months Ended
|
||||||||||||||||
2006
|
March
31
|
June
30
|
September
30
|
December
31
|
||||||||||||
Total
revenue
|
$ |
269
|
$ |
279
|
$ |
339
|
$ |
236
|
||||||||
Gross
profit *
|
153
|
123
|
133
|
56
|
||||||||||||
Net
loss attributable to common stockholders
|
(1,584 | ) | (1,190 | ) | (1,114 | ) | (1,496 | ) | ||||||||
Basic
and diluted net loss per common share
|
(0.31 | ) | (0.23 | ) | (0.21 | ) | (0.30 | ) |
Three
Months Ended
|
||||||||||||||||
2005
|
March
31
|
June
30
|
September
30
|
December
31
|
||||||||||||
Total
revenue
|
$ |
192
|
$ |
268
|
$ |
166
|
$ |
186
|
||||||||
Gross
profit *
|
82
|
107
|
64
|
88
|
||||||||||||
Net
loss attributable to common stockholders
|
(1,191 | ) | (1,286 | ) | (1,489 | ) | (1,460 | ) | ||||||||
Basic
and diluted net loss per common share
|
(0.35 | ) | (0.37 | ) | (0.43 | ) | (0.35 | ) |
June
30,
|
December
31,
|
|||||||
2007
|
2006
|
|||||||
(Unaudited)
|
||||||||
Assets
|
||||||||
Current
assets:
|
||||||||
Cash
and cash equivalents
|
$ |
10,778
|
$ |
5,314
|
||||
Accounts
receivable, net of allowance of $63 and $34, respectively
|
1,031
|
100
|
||||||
Inventories,
net
|
609
|
365
|
||||||
Other
current assets
|
103
|
96
|
||||||
Subscription
receivable, net
|
─
|
2,412
|
||||||
Total
current assets
|
12,521
|
8,287
|
||||||
Patents,
net
|
638
|
603
|
||||||
Fixed
assets, net of accumulated depreciation of $385 and $350,
respectively
|
74
|
91
|
||||||
Other
assets
|
37
|
37
|
||||||
Total
assets
|
$ |
13,270
|
$ |
9,018
|
||||
Liabilities
and stockholders’ equity
|
||||||||
Current
liabilities:
|
||||||||
Accounts
payable
|
$ |
174
|
$ |
330
|
||||
Accrued
expenses
|
457
|
740
|
||||||
Total
current liabilities
|
631
|
1,070
|
||||||
Stockholders’
equity:
|
||||||||
Preferred
Stock, par value $0.01 per share; authorized 100,000 shares; no
shares
issued and outstanding
|
─
|
─
|
||||||
Common
Stock, par value $0.01 per share: authorized 12,000,000 shares;
issued
7,115,232 and 5,964,493 shares, respectively
|
71
|
60
|
||||||
subscribed
and to be issued 0 and 667,998 shares, respectively
|
─
|
7
|
||||||
Additional
paid-in capital, net of subscriptions receivable of $0 and $1,901,
respectively
|
59,875
|
52,854
|
||||||
Treasury
stock, 86 and 0 shares, respectively, of common stock, at
cost
|
(1 | ) |
─
|
|||||
Accumulated
other comprehensive income
|
5
|
4
|
||||||
Accumulated
deficit
|
(47,311 | ) | (44,977 | ) | ||||
Total
stockholders’ equity
|
12,639
|
7,948
|
||||||
Total
liabilities and stockholders’ equity
|
$ |
13,270
|
$ |
9,018
|
Three
Months Ended
June
30,
|
Six
Months Ended
June
30,
|
|||||||||||||||
2007
|
2006
|
2007
|
2006
|
|||||||||||||
Revenue:
|
||||||||||||||||
Product
sales
|
$ |
139
|
$ |
218
|
$ |
344
|
$ |
413
|
||||||||
Technology
licensing fees and royalties
|
1,104
|
1
|
1,115
|
2
|
||||||||||||
Consulting
and other
|
─
|
60
|
─
|
133
|
||||||||||||
Total
revenue
|
1,243
|
279
|
1,459
|
548
|
||||||||||||
Costs
and expenses:
|
||||||||||||||||
Cost
of revenue
|
105
|
156
|
221
|
272
|
||||||||||||
Selling,
general and administrative
|
1,495
|
1,186
|
3,298
|
2,715
|
||||||||||||
Research
and development
|
150
|
177
|
192
|
395
|
||||||||||||
Patent
amortization and other expense
|
79
|
50
|
176
|
93
|
||||||||||||
Operating
costs and expenses
|
1,829
|
1,569
|
3,887
|
3,475
|
||||||||||||
Loss
from operations
|
(586 | ) | (1,290 | ) | (2,428 | ) | (2,927 | ) | ||||||||
Other
income (expense):
|
||||||||||||||||
Interest
income
|
67
|
21
|
94
|
48
|
||||||||||||
Other
income (expense)
|
─
|
79
|
─
|
105
|
||||||||||||
Net
loss
|
$ | (519 | ) | $ | (1,190 | ) | $ | (2,334 | ) | $ | (2,774 | ) | ||||
Basic
and diluted loss per common share
|
$ | (0.08 | ) | $ | (0.23 | ) | $ | (0.37 | ) | $ | (0.54 | ) | ||||
Basic
and diluted weighted-average number of common shares
outstanding
|
6,550
|
5,222
|
6,333
|
5,179
|
Six
Months Ended
June
30,
|
||||||||
2007
|
2006
|
|||||||
Operating
activities
|
||||||||
Net
loss
|
$ | (2,334 | ) | $ | (2,774 | ) | ||
Adjustments
to reconcile net loss to cash used in operating
activities:
|
||||||||
Depreciation
and amortization
|
68
|
79
|
||||||
Provision
for doubtful accounts, net
|
30
|
18
|
||||||
Compensation
expense for stock options
|
642
|
106
|
||||||
Changes
in operating assets and liabilities:
|
||||||||
Accounts
receivable
|
(961 | ) | (57 | ) | ||||
Inventories
|
(244 | ) | (161 | ) | ||||
Other
current assets and other assets
|
(7 | ) | (44 | ) | ||||
Accounts
payable and accrued expenses
|
(298 | ) |
381
|
|||||
Net
cash used for operating activities
|
(3,104 | ) | (2,452 | ) | ||||
Investing
activities
|
||||||||
Patent
costs
|
(68 | ) | (62 | ) | ||||
Purchase
of fixed assets
|
(18 | ) |
─
|
|||||
Net
cash used for investing activities
|
(86 | ) | (62 | ) | ||||
Financing
activities
|
||||||||
Proceeds
from issuance of common stock, net
|
4,313
|
488
|
||||||
Proceeds
from exercise of warrants, net
|
4,346
|
─
|
||||||
Proceeds
from exercise of stock options
|
40
|
14
|
||||||
Stockholder-related
charges
|
(45 | ) |
─
|
|||||
Net
cash provided by financing activities
|
8,654
|
502
|
||||||
Net
increase (decrease) in cash and cash equivalents
|
$ |
5,464
|
$ | (2,012 | ) | |||
Cash
and cash equivalents at beginning of the period
|
5,314
|
4,513
|
||||||
Cash
and cash equivalents at end of the period
|
$ |
10,778
|
$ |
2,501
|
||||
Supplemental
non-cash activities:
|
||||||||
Payment
of accrued directors’ fees in common stock
|
$ |
140
|
$ |
94
|
(in
thousands)
|
||||||||||||||||
Three
Months Ended
|
Six
Months Ended
|
|||||||||||||||
June
30,
|
June
30,
|
|||||||||||||||
2007
|
2006
|
2007
|
2006
|
|||||||||||||
Non-cash
stock-based compensation
|
$ |
91
|
$ |
53
|
$ |
642
|
$ |
106
|
||||||||
Severance
|
─
|
─
|
─
|
357
|
||||||||||||
Compensation
and benefits
|
653
|
582
|
1,254
|
1,174
|
||||||||||||
Total
compensation and benefits
|
$ |
744
|
$ |
635
|
$ |
1,896
|
$ |
1,637
|
||||||||
Professional
|
365
|
231
|
588
|
432
|
||||||||||||
Travel
|
158
|
135
|
296
|
259
|
||||||||||||
Occupancy
|
123
|
95
|
235
|
196
|
||||||||||||
Sales
and marketing expenses
|
72
|
42
|
160
|
89
|
||||||||||||
Depreciation
and all other
|
33
|
48
|
123
|
102
|
||||||||||||
Total
selling, general and administrative expense
|
$ |
1,495
|
$ |
1,186
|
$ |
3,298
|
$ |
2,715
|
(in
thousands)
|
||||||||
June
30,
|
December
31,
|
|||||||
2007
|
2006
|
|||||||
Finished
Platinum Plus
|
$ |
151
|
$ |
144
|
||||
Platinum
concentrate/metal
|
312
|
103
|
||||||
Hardware
|
122
|
119
|
||||||
Other
|
39
|
26
|
||||||
$ |
624
|
$ |
392
|
|||||
Less: inventory
reserves
|
(15 | ) | (27 | ) | ||||
Inventories,
net
|
$ |
609
|
$ |
365
|
|
Number
of Shares
|
Weighted
Average Exercise Price
|
Weighted
Average Remaining Contractual Term in Years
|
Aggregate
Intrinsic
Value
|
||||||||||||
Options
outstanding as of December 31, 2006
|
648,087
|
$ |
10.082
|
|
|
|||||||||||
Granted
|
125,000
|
$ |
9.100
|
|
|
|||||||||||
Exercised
|
(21,785 | ) | $ |
6.776
|
|
|
||||||||||
Forfeited/cancelled
|
(13,550 | ) | $ |
5.075
|
||||||||||||
Expired
|
(20,333 | ) | $ |
23.018
|
|
|
||||||||||
Options
outstanding as of June 30, 2007
|
717,419
|
$ |
9.717
|
6.36
|
$ |
3,250,407
|
||||||||||
Options
exercisable as of June 30, 2007
|
610,620
|
$ |
10.017
|
5.88
|
$ |
2,599,366
|
Expected
term in years
|
8.64
|
Risk-free
interest rate
|
4.67%
|
Expected
volatility
|
104.7%
|
Dividend
yield
|
0%
|
Forfeiture
rate
|
5.0%
|
Number
of Shares
|
Weighted
Average Exercise Price
|
|||||||
Warrants
outstanding and to be issued as of December 31, 2006
|
1,557,424
|
$ |
10.98
|
|||||
Issued
|
74,142
|
8.44
|
||||||
Exercised
|
(447,134 | ) |
10.00
|
|||||
Forfeited
|
(27 | ) |
11.49
|
|||||
Expired
|
─
|
─
|
||||||
Warrants
outstanding and exercisable as of June 30, 2007
|
1,184,405
|
$ |
11.20
|
|||||
Weighted-average
remaining contractual term in years
|
1.17
|
|||||||
Aggregate
intrinsic value
|
$ |
3,443,412
|
Three
Months Ended
June
30,
|
Six
Months Ended
June
30,
|
|||||||||||||||
2007
|
2006
|
2007
|
2006
|
|||||||||||||
Customer
A
|
*
|
17.9%
|
*
|
*
|
||||||||||||
Customer
B
|
*
|
21.1%
|
*
|
21.4%
|
||||||||||||
Customer
C
|
*
|
16.5%
|
*
|
14.6%
|
||||||||||||
Customer
D
|
80.4%
|
*
|
68.5
|
*
|
*
|
Represents
less than 10% revenue for that customer in the applicable
period. There were no other customers that represented 10% or
more of revenue for the periods
indicated.
|
(in
thousands)
|
||||||||||||||||
Three
Months Ended
|
Six
Months Ended
|
|||||||||||||||
June
30,
|
June
30,
|
|||||||||||||||
2007
|
2006
|
2007
|
2006
|
|||||||||||||
Net
loss
|
$ | (519 | ) | $ | (1,190 | ) | $ | (2,334 | ) | $ | (2,774 | ) | ||||
Other
comprehensive income:
|
||||||||||||||||
Foreign
currency translation adjustment
|
1
|
|
1
|
|
||||||||||||
Comprehensive
loss
|
$ | (518 | ) | $ | (1,190 | ) | $ | (2,333 | ) | $ | (2,774 | ) |
(in
thousands)
|
||||||||||||||||
Three
Months Ended
June
30,
|
Six
Months Ended
June
30,
|
|||||||||||||||
2007
|
2006
|
2007
|
2006
|
|||||||||||||
Revenue:
|
||||||||||||||||
U.S.
|
$ |
710
|
$ |
166
|
$ |
869
|
$ |
344
|
||||||||
U.K./Europe
|
533
|
54
|
569
|
72
|
||||||||||||
Asia
|
─
|
59
|
21
|
132
|
||||||||||||
Total
|
$ |
1,243
|
$ |
279
|
$ |
1,459
|
$ |
548
|
Securities
and Exchange Commission registration fee
|
$ |
1,311
|
||
Printing
fees and expenses
|
2,500
|
|||
Legal
fees and expenses
|
50,000
|
|||
Accounting
fees and expenses
|
42,000
|
|||
Transfer
Agent and Registrar fees and expenses
|
2,500
|
|||
Miscellaneous
expenses
|
1,689
|
|||
Total
|
$ |
100,000
|
(a)
|
(1)
Financial Statements
|
Exhibit
Number
|
Description
|
|
3(i)(a)
|
Restated
Certificate of Incorporation dated as of March 21, 2007 (incorporated
by
reference to Exhibit 3(i)(a) to Annual Report on Form 10-K filed
on March
30, 2007).
|
|
3(i)(b)
|
Certificate
of Amendment to Restated Certificate of Incorporation dated as of
June 15,
2007 (previously filed).
|
|
3(i)(c)
|
Certificate
of Elimination of Series A Convertible Preferred Stock dated June
18, 2004
(incorporated by reference to Exhibit to Registration Statement on
Form
S-8 [No. 333-117057] dated July 1, 2004).
|
|
3(ii)(a)
|
By-Laws
as amended through December 20, 2005 (incorporated by reference to
Exhibit
3(ii) to Annual Report on Form 10-K filed on March 30,
2007).
|
|
3(ii)(b)
|
Amendment
to By-Laws to add a new Section 5.8 dated August 9, 2007 (incorporated
by
reference to Exhibit 3(ii) to the Current Report on Form 8-K dated
August
9, 2007).
|
|
4
|
Specimen
Stock Certificate, Common Stock (incorporated by reference to Exhibit
to
Registration Statement on Form S-1 (No. 33-95840) dated as of August
16,
1995).
|
|
#5
|
Opinion
of Finn Dixon & Herling LLP.
|
|
10(a)
|
Assignment
of Intellectual Property Rights Fuel-Tech N.V. to Platinum Plus,
Inc. as
of November 5, 1997 (incorporated by reference to Exhibit to Form
10-K for
the year ended December 31, 1997).
|
|
10(b)
|
Assignment
of Intellectual Property Rights by Fuel Tech, Inc. to Clean Diesel
Technologies, Inc. as of November 5, 1997 (incorporated by reference
to
Exhibit to Form 10-K for the year ended December 31,
1997).
|
10(c)
|
Assignment
Agreement as of November 5, 1997 among Platinum Plus, Inc., Fuel-Tech
N.V.
and Clean Diesel Technologies, Inc. (incorporated by reference to
Exhibit
to Form 10-K for the year ended December 31, 1997).
|
|
10(d)
|
1994
Incentive Plan as amended through August 8, 1996 (incorporated by
reference to Exhibit 10(d) to Annual Report on Form 10-K filed on
March
30, 2007).
|
|
10(e)
|
Form
of Incentive Stock Option Agreement (incorporated by reference to
Exhibit
10(g) to Annual Report on Form 10-K filed on March 30,
2007).
|
|
10(f)
|
Form
of Non-Qualified Stock Option Agreement (incorporated by reference
to
Exhibit 10(h) to Annual Report on Form 10-K filed on March 30,
2007).
|
|
10(g)
|
Form
of Non-Executive Director Stock Option Agreement (incorporated by
reference to Exhibit to Registration Statement on Form S-8 [No.
333-117057] dated July 1, 2004).
|
|
10(h)
|
Management
Services Agreement between Clean Diesel Technologies, Inc., Fuel
Tech,
Inc. and Fuel-Tech N.V. as of June 1, 1996 (incorporated by reference
to
Exhibit to Form 10-Q for the quarter ended September 30,
1996).
|
|
10(i)
|
Office
Lease dated as of January 29, 2004 (incorporated by reference to
Exhibit
to Form 10-Q for quarter ended June 30, 2004).
|
|
10(j)
|
Registration
Rights Agreement between Clean Diesel Technologies, Inc. and Fuel-Tech
N.V. of November 5, 1997 (incorporated by reference to Exhibit to
Form
10-K for the year ended December 31, 1997).
|
|
10(k)
|
Registration
Rights Agreement between Clean Diesel Technologies, Inc. and Fuel-Tech
N.V. of March 24, 1997 (incorporated by reference to Exhibit to
Registration Statement on Form S-1 dated as of August 7,
1998).
|
|
10(l)
|
Registration
Rights Agreement between Clean Diesel Technologies, Inc. and the
holders
of Series A Convertible Preferred Stock as of November 11, 1998
(incorporated as reference to Exhibit to Form 10-Q for the period
ended
September 30, 1998).
|
|
10(m)
|
License
Agreement of July 13, 2001 between Clean Diesel Technologies, Inc.
and
Mitsui Co., Ltd as amended by Amendment No. 1 of December
18, 2002 (incorporated as reference to Exhibit to Form 10-Q for
quarter ended June 30, 2004).
|
|
10(n)
|
License
Agreement of March 31, 2003 between Clean Diesel Technologies, Inc.
and
Combustion Components Associates, Inc. (incorporated by reference
to
Exhibit to Exhibit to Form 10-Q for quarter ended June 30,
2004).
|
|
10(o)
|
Agreement
by and between R. Glen Reid and Clean Diesel Technologies, Inc. dated
as
of April 1, 2002 (incorporated by reference to Exhibit to Form 10-Q
for
quarter ended June 30, 2004).
|
|
10(p)
|
Agreement
by and between Bernhard Steiner and Clean Diesel Technologies, Inc.,
dated
as of September 13, 2004 (incorporated by reference to Exhibit to
Form 8-K
dated as of July 30, 2004).
|
|
10(q)
|
Amendment
No. 1 dated 1 March 2006 to agreement dated September 13, 2004 between
Bernhard Steiner and Clean Diesel Technologies, Inc. (incorporated
by
reference to Exhibit 10(v) to Annual Report on Form 10-K for the
year
ended December 31, 2005).
|
10(r)
|
Employment
Agreement dated September 23, 2003 between Tim Rogers and the Company
(incorporated by reference to Exhibit 10(x) to Annual Report on Form
10-K
filed on March 30, 2007).
|
|
10(s)
|
Employment
Agreement dated June 14, 2005 between Walter Copan and the Company
(incorporated by reference to Exhibit to Form 8-K dated as of August
3,
2005).
|
|
10(t)
|
Employment
Agreement dated November 29, 2006 between Ann B. Ruple and the Company
(incorporated by reference to Exhibit 10(z) to Annual Report on Form
10-K
filed on March 30, 2007).
|
|
10(u)
|
Form
of Commitment Letter by and between the Company and Non-U.S. Purchasers
of
Units consisting of shares of common stock and warrants (incorporated
by
reference to Exhibit 10.1 to Form 8-K dated as of December 29,
2006).
|
|
10(v)
|
Form
of Commitment Letter by and between the Company and U.S. Purchasers
of
Units consisting of shares of common stock and warrants (incorporated
by
reference to Exhibit 10.2 to Form 8-K dated as of December 29,
2006).
|
|
14
|
Code
of Ethics and Business Conduct (incorporated by reference to Exhibit
to
Annual Report on Form 10-K for the year ended December 31,
2004).
|
|
21
|
Subsidiaries
(incorporated by reference to Exhibit 21 to Annual Report on Form
10-K
filed on March 30, 2007).
|
|
#23(a)
|
Consent
of Eisner LLP.
|
|
23(b)
|
Consent
of Finn Dixon & Herling LLP is contained in Exhibit
5.
|
(1)
|
To
file, during any period in which offers or sales are being made,
a
post-effective amendment to this registration
statement:
|
(i)
|
To
include any prospectus required by section 10(a)(3) of the Securities
Act
of 1933;
|
(ii)
|
To
reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent
a
fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value
of
securities offered would not exceed that which was registered) and
any
deviation from the low or high end of the estimated maximum offering
range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and
price represent no more than 20% change in the maximum aggregate
offering
price set forth in the “Calculation of Registration Fee” table in the
effective registration statement;
|
(iii)
|
To
include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material
change to such information in the registration
statement.
|
(2)
|
That,
for the purpose of determining any liability under the Securities
Act of
1933, each such post-effective amendment shall be deemed to be a
new
registration statement relating to the securities offered therein,
and the
offering of such securities at that time shall be deemed to be the
initial
bona fide offering thereof.
|
(3)
|
To
remove from registration by means of a post-effective amendment any
of the
securities being registered which remain unsold at the termination
of the
offering.
|
(4)
|
Insofar
as indemnification for liabilities arising under the Securities Act
of
1933 may be permitted to directors, officers or persons controlling
the
Company pursuant to the foregoing provisions, we have been informed
that
in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities
Act and is therefore unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment
by
the registrant of expenses incurred or paid by a director, officer
or
controlling person of the registrant in the successful defense of
any
action, suit or proceeding) is asserted by such director, officer
or
controlling person in connection with the securities being registered,
the
registrant will, unless in the opinion of its counsel the matter
has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the
final
adjudication of such issue.
|
Exhibit
Number
|
Description
|
|
3(i)(a)
|
Restated
Certificate of Incorporation dated as of March 21, 2007 (incorporated
by
reference to Exhibit 3(i)(a) to Annual Report on Form 10-K filed
on March
30, 2007).
|
|
3(i)(b)
|
Certificate
of Amendment to Restated Certificate of Incorporation dated as of
June 15,
2007 (previously filed).
|
|
3(i)(c)
|
Certificate
of Elimination of Series A Convertible Preferred Stock dated June
18, 2004
(incorporated by reference to Exhibit to Registration Statement on
Form
S-8 [No. 333-117057] dated July 1, 2004).
|
|
3(ii)(a)
|
By-Laws
as amended through December 20, 2005 (incorporated by reference to
Exhibit
3(ii) to Annual Report on Form 10-K filed on March 30,
2007).
|
|
3(ii)(b)
|
Amendment
to By-Laws to add a new Section 5.8 dated August 9, 2007 (incorporated
by
reference to Exhibit 3(ii) to the Current Report on Form 8-K dated
August
9, 2007).
|
|
4
|
Specimen
Stock Certificate, Common Stock (incorporated by reference to Exhibit
to
Registration Statement on Form S-1 (No. 33-95840) dated as of August
16,
1995).
|
|
Opinion
of Finn Dixon & Herling LLP.
|
||
10(a)
|
Assignment
of Intellectual Property Rights Fuel-Tech N.V. to Platinum Plus,
Inc. as
of November 5, 1997 (incorporated by reference to Exhibit to Form
10-K for
the year ended December 31, 1997).
|
|
10(b)
|
Assignment
of Intellectual Property Rights by Fuel Tech, Inc. to Clean Diesel
Technologies, Inc. as of November 5, 1997 (incorporated by reference
to
Exhibit to Form 10-K for the year ended December 31,
1997).
|
|
10(c)
|
Assignment
Agreement as of November 5, 1997 among Platinum Plus, Inc., Fuel-Tech
N.V.
and Clean Diesel Technologies, Inc. (incorporated by reference to
Exhibit
to Form 10-K for the year ended December 31, 1997).
|
|
10(d)
|
1994
Incentive Plan as amended through August 8, 1996 (incorporated by
reference to Exhibit 10(d) to Annual Report on Form 10-K filed on
March
30, 2007).
|
|
10(e)
|
Form
of Incentive Stock Option Agreement (incorporated by reference to
Exhibit
10(g) to Annual Report on Form 10-K filed on March 30,
2007).
|
|
10(f)
|
Form
of Non-Qualified Stock Option Agreement (incorporated by reference
to
Exhibit 10(h) to Annual Report on Form 10-K filed on March 30,
2007).
|
|
10(g)
|
Form
of Non-Executive Director Stock Option Agreement (incorporated by
reference to Exhibit to Registration Statement on Form S-8 [No.
333-117057] dated July 1, 2004).
|
|
10(h)
|
Management
Services Agreement between Clean Diesel Technologies, Inc., Fuel
Tech,
Inc. and Fuel-Tech N.V. as of June 1, 1996 (incorporated by reference
to
Exhibit to Form 10-Q for the quarter ended September 30,
1996).
|
|
10(i)
|
Office
Lease dated as of January 29, 2004 (incorporated by reference to
Exhibit
to Form 10-Q for quarter ended June 30,
2004).
|
10(j)
|
Registration
Rights Agreement between Clean Diesel Technologies, Inc. and Fuel-Tech
N.V. of November 5, 1997 (incorporated by reference to Exhibit to
Form
10-K for the year ended December 31, 1997).
|
|
10(k)
|
Registration
Rights Agreement between Clean Diesel Technologies, Inc. and Fuel-Tech
N.V. of March 24, 1997 (incorporated by reference to Exhibit to
Registration Statement on Form S-1 dated as of August 7,
1998).
|
|
10(l)
|
Registration
Rights Agreement between Clean Diesel Technologies, Inc. and the
holders
of Series A Convertible Preferred Stock as of November 11, 1998
(incorporated as reference to Exhibit to Form 10-Q for the period
ended
September 30, 1998).
|
|
10(m)
|
License
Agreement of July 13, 2001 between Clean Diesel Technologies, Inc.
and
Mitsui Co., Ltd as amended by Amendment No. 1 of December
18, 2002 (incorporated as reference to Exhibit to Form 10-Q for
quarter ended June 30, 2004).
|
|
10(n)
|
License
Agreement of March 31, 2003 between Clean Diesel Technologies, Inc.
and
Combustion Components Associates, Inc. (incorporated by reference
to
Exhibit to Exhibit to Form 10-Q for quarter ended June 30,
2004).
|
|
10(o)
|
Agreement
by and between R. Glen Reid and Clean Diesel Technologies, Inc. dated
as
of April 1, 2002 (incorporated by reference to Exhibit to Form 10-Q
for
quarter ended June 30, 2004).
|
|
10(p)
|
Agreement
by and between Bernhard Steiner and Clean Diesel Technologies, Inc.,
dated
as of September 13, 2004 (incorporated by reference to Exhibit to
Form 8-K
dated as of July 30, 2004).
|
|
10(q)
|
Amendment
No. 1 dated 1 March 2006 to agreement dated September 13, 2004 between
Bernhard Steiner and Clean Diesel Technologies, Inc. (incorporated
by
reference to Exhibit 10(v) to Annual Report on Form 10-K for the
year
ended December 31, 2005).
|
|
10(r)
|
Employment
Agreement dated September 23, 2003 between Tim Rogers and the Company
(incorporated by reference to Exhibit 10(x) to Annual Report on Form
10-K
filed on March 30, 2007).
|
|
10(s)
|
Employment
Agreement dated June 14, 2005 between Walter Copan and the Company
(incorporated by reference to Exhibit to Form 8-K dated as of August
3,
2005).
|
|
10(t)
|
Employment
Agreement dated November 29, 2006 between Ann B. Ruple and the Company
(incorporated by reference to Exhibit 10(z) to Annual Report on Form
10-K
filed on March 30, 2007).
|
|
10(u)
|
Form
of Commitment Letter by and between the Company and Non-U.S. Purchasers
of
Units consisting of shares of common stock and warrants (incorporated
by
reference to Exhibit 10.1 to Form 8-K dated as of December 29,
2006).
|
|
10(v)
|
Form
of Commitment Letter by and between the Company and U.S. Purchasers
of
Units consisting of shares of common stock and warrants (incorporated
by
reference to Exhibit 10.2 to Form 8-K dated as of December 29,
2006).
|
|
14
|
Code
of Ethics and Business Conduct (incorporated by reference to Exhibit
to
Annual Report on Form 10-K for the year ended December 31,
2004).
|
|
21
|
Subsidiaries
(incorporated by reference to Exhibit 21 to Annual Report on Form
10-K
filed on March 30, 2007).
|
|
Consent
of Eisner LLP.
|
||
23(b)
|
Consent
of Finn Dixon & Herling LLP is contained in Exhibit
5.
|
CLEAN
DIESEL TECHNOLOGIES, INC
|
|||
October
4, 2007
|
By:
/s/ Bernhard Steiner
|
||
Date
|
Bernhard
Steiner
|
||
Chief
Executive Officer, President and
Director
|
Signature
|
Capacity
|
|
/s/
Bernhard Steiner
|
Chief
Executive Officer, President and Director
|
|
Bernhard Steiner
|
(principal
executive officer)
|
|
/s/
Ann B. Ruple
|
Chief
Financial Officer, Vice President and Treasurer
|
|
Ann B. Ruple
|
(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/
John J. McCloy
|
Director
|
|
John J. McCloy
|
||
/s/
David F. Merrion
|
Director
|
|
David F. Merrion
|