Exhibit
99
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NASDAQ®
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THE
NASDAQ STOCK MARKET
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8600
BLACKWELL ROAD
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ROCKVILLE,
MD 20850
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By Electronic Delivery to:
cgrinnell@cdti.com
September
15, 2009
Charles
W. Grinnell, Esq.
General
Counsel
Clean Diesel
Technologies, Inc.
10 Middle
Street, Suite 1100
Bridgeport,
CT 06604
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Re:
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Clean
Diesel Technologies, Inc. (the “Company” or “Clean
Diesel”)
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Nasdaq Symbol: CDTI
Dear Mr.
Grinnell:
According
to a Form 8-K dated September 1, 2009, John J. McCloy II resigned from Clean
Diesel’s board on August 28, 2009.1 As
a result, the Company no longer complies with Nasdaq’s independent director and
audit committee requirements as set forth in Listing Rule 5605.
However,
consistent with Listing Rules 5605(b)(1) and 5605(c)(4)(A), Nasdaq will provide
the Company a cure period in order to regain compliance as follows:
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·
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Until
the earlier of the Company’s next annual shareholders’ meeting or August
28, 2010; or
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·
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If
the next annual shareholders’ meeting is held before February 24, 2010,
then the Company must evidence compliance no later than February 24,
2010.
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The
Company must submit to Nasdaq documentation, including biographies of any new
directors, evidencing compliance with the rules no later than this
date. In the event the Company does not regain compliance by this
date, Nasdaq rules require Staff to provide written notification to the Company
that its securities will be delisted. At that time, the Company may
appeal the delisting determination to a Hearings Panel.
Listing Rule 5810(b)
requires that the Company, as promptly as possible but no later than four
business days from the receipt of this letter, make a public announcement
through the news media which discloses receipt of this letter and the Nasdaq
rules upon which it is based.2 The
Company must provide a copy of this announcement to Nasdaq’s MarketWatch
Department, Listing Qualifications Department, and Hearings Department at least
10 minute prior to its public dissemination.3 For
your convenience, we have enclosed a list of new services.4
_____________________________________
1 The
Company also appointed a non-independent director, Mr. Mungo Park to its board
on August 26, 2009.
2 We
also note that Item 3.01 of Form 8-K requires disclosure of the receipt of this
notification within four business days.
See, SEC
Release No. 34-49424.
3 The
notice should be submitted to Nasdaq’s MarketWatch Department through the
Electronic Disclosure service available at www.NASDAQ.net. The
facsimile numbers for Nasdaq’s Listing Qualifications and Hearings Departments
are +1 301 978 4028 and +1 301 978 8080, respectively.
4 The
Company must ensure that the full text of the required announcement is
disseminated publicly. The Company has not satisfied this requirement
if the announcement is published as a headline only or if the news service
determines not to publish the full text of the story. Nasdaq cannot
render advice to the Company with respect to the format or content of the public
announcement. The following is provided only as a guide that should
be modified following consultation with securities counsel: the
Company received a Nasdaq Staff Deficiency Letter on (DATE OF RECEIPT OF STAFF
DEFICIENCY LETTER) indicating that the Company fails to comply with the
(STOCKHOLDERS’ EQUITY, MINIMUM BID PRICE, MARKET VALUE OF PUBLICLY HELD SHARES,
etc.) requirements (s) for continued listing set forth in Listing Rule(s)
__________.
Charles
W. Grinnell, Esq.
September
15, 2009
Page
2
In the
event the Company does not make the required public announcement, trading in
your securities will be halted.
In
addition, an indicator will be broadcast over Nasdaq’s market data dissemination
network noting the Company’s non-compliance. The indicator will be
displayed with quotation information related to the Company’s securities on
Nasdaq.com, NasdaqTrader.com and by other third-party providers of market data
information. Also, a list of all non-compliant Nasdaq companies and
the reason(s) for such non-compliance is posted on our website at www.nasdaq.com. The
Company will be included in this list commencing five business days from the
date of this letter.
If you
have any questions, please contact Brie Charles, Associate Director, at +1 301
978 8039.
Sincerely,
/s/ Randy
Genau
Randy
Genau
Director
Nasdaq
Listing Qualifications