<SUBMISSION>
<ACCESSION-NUMBER>0001513162-14-000227
<TYPE>DEFA14A
<PUBLIC-DOCUMENT-COUNT>4
<FILING-DATE>20140407
<DATE-OF-FILING-DATE-CHANGE>20140407
<EFFECTIVENESS-DATE>20140407
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>CLEAN DIESEL TECHNOLOGIES INC
<CIK>0000949428
<ASSIGNED-SIC>3564
<IRS-NUMBER>061393453
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>DEFA14A
<ACT>34
<FILE-NUMBER>001-33710
<FILM-NUMBER>14747409
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>4567 TELEPHONE ROAD
<STREET2>SUITE 100
<CITY>VENTURA
<STATE>CA
<ZIP>93003
<PHONE>805 639 9458
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>4567 TELEPHONE ROAD
<STREET2>SUITE 100
<CITY>VENTURA
<STATE>CA
<ZIP>93003
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>DEFA14A
<SEQUENCE>1
<FILENAME>defa14a.htm
<DESCRIPTION>DEFA14A
<TEXT>
<HTML>
<head><title>DEFA14A</title> </head> <body style="FONT-SIZE:10pt; FONT-FAMILY:Times New Roman; COLOR:#000000; MARGIN-TOP:0px"><br> <p style="MARGIN-BOTTOM:15px; FONT-SIZE:14pt; MARGIN-TOP:0px" align=center><b>UNITED STATESSECURITIES AND EXCHANGE COMMISSION</b></p> <p style="MARGIN-BOTTOM:12px; FONT-SIZE:11pt; MARGIN-TOP:0px" align=center><b>Washington, DC 20549</b></p> <p style="MARGIN-BOTTOM:0px; FONT-SIZE:18pt; MARGIN-TOP:26px" align=center><b>SCHEDULE 14A</b></p> <p style="MARGIN-BOTTOM:0px; BORDER-TOP:#000000 1px solid; PADDING-LEFT:291px; MARGIN-TOP:0px; PADDING-RIGHT:291px" align=center>&nbsp;</p> <p style="MARGIN-BOTTOM:12px; FONT-SIZE:11pt; MARGIN-TOP:0px" align=center><b>(Rule&nbsp;14a-101)Proxy Statement Pursuant to Section&nbsp;14(a) of the SecuritiesExchange Act Of 1934</b></p> <p style="MARGIN-BOTTOM:0px; MARGIN-TOP:7px">Filed by the Registrant <font style=FONT-FAMILY:Wingdings>&#254;</font>Filed by a Party other than the Registrant <font style=FONT-FAMILY:Wingdings>o</font>Check the appropriate box:</p> <p style="MARGIN:0px; LINE-HEIGHT:6pt"><br></p> <table width=705 bordercolor=transparent style="FONT-SIZE:10pt; WIDTH:705px; MARGIN-TOP:0px" cellpadding=0 cellspacing=0> <tr style=FONT-SIZE:0px> <td width=16> <td width=24> <td width=8> <td width=646 /> </tr><tr> <td width=16 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; FONT-FAMILY:Wingdings; MARGIN-TOP:0px; PADDING-RIGHT:1px">o<font style="FONT-FAMILY:Times New Roman"> &nbsp;</font></p></td> <td width=24 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:1px">&nbsp;</p></td> <td width=8 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:1px">&nbsp;</p></td> <td width=646 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:96px">Preliminary Proxy Statement</p></td></tr> <tr> <td width=16 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; FONT-FAMILY:Wingdings; MARGIN-TOP:0px; PADDING-RIGHT:1px">o<font style="FONT-FAMILY:Times New Roman"> &nbsp;</font></p></td> <td width=24 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:1px">&nbsp;</p></td> <td width=8 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:1px">&nbsp;</p></td> <td width=646 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:96px">Confidential, For Use Of The Commission Only (as Permitted By Rule&nbsp;14a-6(e)(2))</p></td></tr> <tr> <td width=16 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; FONT-FAMILY:Wingdings; MARGIN-TOP:0px; PADDING-RIGHT:1px">o<font style="FONT-FAMILY:Times New Roman"> &nbsp;</font></p></td> <td width=24 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:1px">&nbsp;</p></td> <td width=8 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:1px">&nbsp;</p></td> <td width=646 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:96px">Definitive Proxy Statement</p></td></tr> <tr> <td width=16 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; FONT-FAMILY:Wingdings; MARGIN-TOP:0px; PADDING-RIGHT:1px">&#254;<font style="FONT-FAMILY:Times New Roman"> &nbsp;</font></p></td> <td width=24 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:1px">&nbsp;</p></td> <td width=8 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:1px">&nbsp;</p></td> <td width=646 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:96px">Definitive Additional Materials</p></td></tr> <tr> <td width=16 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; FONT-FAMILY:Wingdings; MARGIN-TOP:0px; PADDING-RIGHT:1px">o<font style="FONT-FAMILY:Times New Roman"> &nbsp;</font></p></td> <td width=24 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:1px">&nbsp;</p></td> <td width=8 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:1px">&nbsp;</p></td> <td width=646 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:96px">Soliciting Material Pursuant to &#167;240.14a-12</p></td></tr></table> <p style="MARGIN-BOTTOM:0px; FONT-SIZE:24pt; MARGIN-TOP:34px" align=center><b>CLEAN DIESEL TECHNOLOGIES, INC.</b></p> <p style="MARGIN-BOTTOM:0px; FONT-SIZE:11pt; BORDER-TOP:#000000 1px solid; PADDING-LEFT:92px; MARGIN-TOP:1px; PADDING-RIGHT:92px" align=center>&nbsp;</p> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px" align=center>(Name of Registrant as Specified in its Charter)</p> <p style="MARGIN-BOTTOM:0px; BORDER-TOP:#000000 1px solid; MARGIN-TOP:10px" align=center><br> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px" align=center>(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)</p><br> <p> <p style=MARGIN:0px><br></p> <p style=MARGIN:0px><br></p> <hr size=1> <p style="MARGIN-BOTTOM:0px; FONT-SIZE:5pt; PAGE-BREAK-BEFORE:always; PADDING-LEFT:92px; MARGIN-TOP:10px; PADDING-RIGHT:92px" align=center>&nbsp;</p> <p style="MARGIN-BOTTOM:0px; MARGIN-TOP:7px">Payment of Filing Fee (Check the appropriate box):</p> <p style="MARGIN:0px; LINE-HEIGHT:6pt"><br></p> <table width=705 bordercolor=transparent style="FONT-SIZE:10pt; WIDTH:705px; MARGIN-TOP:0px" cellpadding=0 cellspacing=0> <tr style=FONT-SIZE:0px> <td width=24> <td width=8> <td width=656 /> </tr><tr> <td width=24 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; FONT-FAMILY:Wingdings; MARGIN-TOP:0px; PADDING-RIGHT:1px">&#254;<font style="FONT-FAMILY:Times New Roman"> &nbsp;</font></p></td> <td width=8 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:1px">&nbsp;</p></td> <td width=656 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:1px">No fee required.</p></td></tr> <tr> <td width=24 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; FONT-FAMILY:Wingdings; MARGIN-TOP:0px; PADDING-RIGHT:1px">o<font style="FONT-FAMILY:Times New Roman"> &nbsp;</font></p></td> <td width=8 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:1px">&nbsp;</p></td> <td width=656 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:1px">Fee computed on table below per Exchange Act Rules&nbsp;14a-6(i)(1) and 0-11.</p></td></tr></table> <p style="MARGIN:0px; LINE-HEIGHT:6pt"><br></p> <table width=705 bordercolor=transparent style="FONT-SIZE:10pt; WIDTH:705px; MARGIN-TOP:0px" cellpadding=0 cellspacing=0> <tr style=FONT-SIZE:0px> <td width=31> <td width=24> <td width=8> <td width=631 /> </tr><tr> <td width=31 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:1px">&nbsp;</p></td> <td width=24 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:1px">(1)</p></td> <td width=8 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:1px">&nbsp;</p></td> <td width=631 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:1px">Title of each class of securities to which transaction applies:</p></td></tr> <tr> <td width=31 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:1px">&nbsp;</p></td> <td width=664 colspan=3 style="BORDER-BOTTOM:#000000 1px solid; MARGIN-TOP:0px" valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:3px">&nbsp;</p></td></tr> <tr> <td width=31 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:1px">&nbsp;</p></td> <td width=24 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:1px">(2)</p></td> <td width=8 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:1px">&nbsp;</p></td> <td width=631 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:1px">Aggregate number of securities to which transaction applies:</p></td></tr> <tr height=1 style=HEIGHT:1px> <td width=31 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:1px">&nbsp;</p></td> <td width=664 colspan=3 style="BORDER-BOTTOM:#000000 1px solid; MARGIN-TOP:0px" valign=top /> </tr><tr> <td width=31 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:1px">&nbsp;</p></td> <td width=24 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:1px">(3)</p></td> <td width=8 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:1px">&nbsp;</p></td> <td width=631 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:54px">Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule&nbsp;0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):</p></td></tr> <tr> <td width=31 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:1px">&nbsp;</p></td> <td width=664 colspan=3 style="BORDER-BOTTOM:#000000 1px solid; MARGIN-TOP:0px" valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:3px">&nbsp;</p></td></tr> <tr> <td width=31 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:1px">&nbsp;</p></td> <td width=24 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:1px">(4)</p></td> <td width=8 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:1px">&nbsp;</p></td> <td width=631 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:1px">Proposed maximum aggregate value of transaction:</p></td></tr> <tr> <td width=31 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:1px">&nbsp;</p></td> <td width=664 colspan=3 style="BORDER-BOTTOM:#000000 1px solid; MARGIN-TOP:0px" valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:3px">&nbsp;</p></td></tr> <tr> <td width=31 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:1px">&nbsp;</p></td> <td width=24 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:1px">(5)</p></td> <td width=8 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:1px">&nbsp;</p></td> <td width=631 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:1px">Total fee paid:</p></td></tr> <tr> <td width=31 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:1px">&nbsp;</p></td> <td width=664 colspan=3 style="BORDER-BOTTOM:#000000 1px solid; MARGIN-TOP:0px" valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:3px">&nbsp;</p></td></tr></table> <p style="MARGIN:0px; LINE-HEIGHT:6pt"><br></p> <table width=705 bordercolor=transparent style="FONT-SIZE:10pt; WIDTH:705px; MARGIN-TOP:0px" cellpadding=0 cellspacing=0> <tr style=FONT-SIZE:0px> <td width=24> <td width=8> <td width=662 /> </tr><tr> <td width=24 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; FONT-FAMILY:Wingdings; MARGIN-TOP:0px; PADDING-RIGHT:1px">o<font style="FONT-FAMILY:Times New Roman"> &nbsp;</font></p></td> <td width=8 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:1px">&nbsp;</p></td> <td width=662 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:1px">Fee paid previously with preliminary materials.</p></td></tr> <tr> <td width=24 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; FONT-FAMILY:Wingdings; MARGIN-TOP:0px; PADDING-RIGHT:1px">o<font style="FONT-FAMILY:Times New Roman"> &nbsp;</font></p></td> <td width=8 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:1px">&nbsp;</p></td> <td width=662 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:1px">Check box if any part of the fee is offset as provided by Exchange Act Rule&nbsp;0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.</p></td></tr></table> <p style="MARGIN:0px; LINE-HEIGHT:6pt"><br></p> <table width=705 bordercolor=transparent style="FONT-SIZE:10pt; WIDTH:705px; MARGIN-TOP:0px" cellpadding=0 cellspacing=0> <tr style=FONT-SIZE:0px> <td width=31> <td width=24> <td width=8> <td width=631 /> </tr><tr> <td width=31 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:1px">&nbsp;</p></td> <td width=24 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:1px">(1)</p></td> <td width=8 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:1px">&nbsp;</p></td> <td width=631 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:1px">Amount Previously Paid:</p></td></tr> <tr> <td width=31 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:1px">&nbsp;</p></td> <td width=664 colspan=3 style="BORDER-BOTTOM:#000000 1px solid; MARGIN-TOP:0px" valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:3px">&nbsp;</p></td></tr> <tr> <td width=31 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:1px">&nbsp;</p></td> <td width=24 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:1px">(2)</p></td> <td width=8 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:1px">&nbsp;</p></td> <td width=631 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:1px">Form, Schedule or Registration Statement No.:</p></td></tr> <tr> <td width=31 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:1px">&nbsp;</p></td> <td width=664 colspan=3 style="BORDER-BOTTOM:#000000 1px solid; MARGIN-TOP:0px" valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:3px">&nbsp;</p></td></tr> <tr> <td width=31 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:1px">&nbsp;</p></td> <td width=24 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:1px">(3)</p></td> <td width=8 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:1px">&nbsp;</p></td> <td width=631 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:1px">Filing Party:</p></td></tr> <tr> <td width=31 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:1px">&nbsp;</p></td> <td width=664 colspan=3 style="BORDER-BOTTOM:#000000 1px solid; MARGIN-TOP:0px" valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:3px">&nbsp;</p></td></tr> <tr> <td width=31 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:1px">&nbsp;</p></td> <td width=24 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:1px">(4)</p></td> <td width=8 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:1px">&nbsp;</p></td> <td width=631 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:1px">Date Filed:</p></td></tr> <tr> <td width=31 style=MARGIN-TOP:0px valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:1px">&nbsp;</p></td> <td width=664 colspan=3 style="BORDER-BOTTOM:#000000 1px solid; MARGIN-TOP:0px" valign=top> <p style="MARGIN-BOTTOM:11px; MARGIN-TOP:0px; PADDING-RIGHT:3px">&nbsp;</p></td></tr></table> <p style="MARGIN-BOTTOM:0px; MARGIN-TOP:15px; LINE-HEIGHT:0.05pt"><br>&nbsp;</p> <hr size=1> <p style="FONT-FAMILY:Lucida Bright,Times New Roman; PAGE-BREAK-BEFORE:always; MARGIN:0px"><b>TO OUR </b><b>STOCKHOLDERS</b><b>:</b></p> <p style="MARGIN-BOTTOM:12px; MARGIN-TOP:0px"><br></p> <p style="MARGIN-BOTTOM:10px; FONT-SIZE:9pt; FONT-FAMILY:Lucida Bright,Times New Roman; MARGIN-TOP:0px; TEXT-INDENT:48px">CDTi has made significant strides from a year ago. We have reduced our costs, improved our gross margins and advanced our products and technologies. We had a very strong year with our original equipment manufacturer (OEM) customer Honda and continued to expand our footprint to other Honda platform models. Our research and development efforts remained largely focused on the continued development of new advanced low-platinum group metal, or PGM, and zero-PGM, or ZPGM, materials and we made important progress growing our patent portfolio.</p> <p style="MARGIN-BOTTOM:10px; FONT-SIZE:9pt; FONT-FAMILY:Lucida Bright,Times New Roman; MARGIN-TOP:0px; TEXT-INDENT:48px">Our financial performance was marked by continuing improvement throughout the year. We are pleased to report a greater than 26% reduction in our net loss, a nearly 13% decrease in our total operating expenses, and a 360 basis point increase in our gross margin for 2013. We are, however, disappointed in our top line performance for the year, with total revenue declining 8.7% due in large part to a substantial amount of heavy duty diesel systems retrofit sales that occurred in the first quarter of 2012 under the London low emission zone program, which concluded in 2012. Our Heavy Duty Diesel Systems business regained momentum during the second half of the year with a pick-up in the California retrofit market. The bright spot was our Catalyst Division, which achieved revenue growth of 14.1% after excluding intercompany sales. As we mentioned earlier, we experienced steady improvement throughout 2013 and we are pleased to have concluded the year on a strong note, highlighted by revenue growth across both divisions. </p> <p style="FONT-SIZE:9pt; FONT-FAMILY:Lucida Bright,Times New Roman; PADDING-BOTTOM:0px; MARGIN:0px 0px 6px; TEXT-INDENT:48px">We accomplished a number of important operational objectives during the year. In particular, we:</p> <p style="MARGIN-BOTTOM:-1pt; FONT-SIZE:1pt; MARGIN-TOP:10px" /> <p style="MARGIN-BOTTOM:0px; FONT-SIZE:11pt; FONT-FAMILY:Symbol; WIDTH:48px; FLOAT:left; PADDING-BOTTOM:0px; MARGIN-TOP:0px; PADDING-RIGHT:0px; MARGIN-RIGHT:0px; TEXT-INDENT:24px">&#183;</p> <p style="MARGIN-BOTTOM:6px; FONT-SIZE:9pt; FONT-FAMILY:Lucida Bright,Times New Roman; PADDING-TOP:0px; PADDING-LEFT:48px; MARGIN-TOP:0px; PADDING-RIGHT:0px; MARGIN-RIGHT:0px; TEXT-INDENT:-2px">Continued to expand our product portfolio with successful verifications from the California Air Resources Board and the Environmental Protection Agency, or EPA.</p> <p style="MARGIN-BOTTOM:0px; FONT-SIZE:11pt; FONT-FAMILY:Symbol; WIDTH:48px; FLOAT:left; PADDING-BOTTOM:0px; CLEAR:left; MARGIN-TOP:0px; TEXT-INDENT:24px">&#183;</p> <p style="MARGIN-BOTTOM:6px; FONT-SIZE:9pt; FONT-FAMILY:Lucida Bright,Times New Roman; PADDING-TOP:0px; PADDING-LEFT:48px; MARGIN-TOP:0px; TEXT-INDENT:-2px">Strengthened our Board of Directors with the appointment of Lon E. Bell, Ph.D., an experienced industry executive with significant technology and commercialization experience and first-hand understanding of the automotive industry.</p> <p style="MARGIN-BOTTOM:-1pt; FONT-SIZE:1pt; MARGIN-TOP:5px" /> <p style="MARGIN-BOTTOM:0px; FONT-SIZE:11pt; FONT-FAMILY:Symbol; WIDTH:48px; FLOAT:left; PADDING-BOTTOM:0px; CLEAR:left; MARGIN-TOP:0px; TEXT-INDENT:24px">&#183;</p> <p style="MARGIN-BOTTOM:6px; FONT-SIZE:9pt; FONT-FAMILY:Lucida Bright,Times New Roman; PADDING-LEFT:48px; MARGIN-TOP:0px; TEXT-INDENT:-2px">Began supplying CDTi's high-performance Mixed Phase Catalyst technology for Honda<font style="FONT-FAMILY:Arial Unicode MS,Times New Roman">&#146;</font>s 2013 Accord Hybrid and Accord Plug-In Hybrid.</p> <p style="MARGIN-BOTTOM:0px; FONT-SIZE:11pt; FONT-FAMILY:Symbol; WIDTH:48px; FLOAT:left; PADDING-BOTTOM:0px; CLEAR:left; MARGIN-TOP:0px; TEXT-INDENT:24px">&#183;</p> <p style="MARGIN-BOTTOM:19px; FONT-SIZE:9pt; FONT-FAMILY:Lucida Bright,Times New Roman; PADDING-LEFT:48px; MARGIN-TOP:0px; TEXT-INDENT:-2px" align=justify>Filed 40 patents pertaining to our unique ZPGM catalyst technologies and 6 patents pertaining to our advanced low-PGM catalyst technology. </p> <p style="MARGIN-BOTTOM:7px; FONT-SIZE:9pt; FONT-FAMILY:Lucida Bright,Times New Roman; CLEAR:left; MARGIN-TOP:14px" align=justify><b>Driving a Lean Enterprise</b></p> <p style="MARGIN-BOTTOM:19px; FONT-SIZE:9pt; FONT-FAMILY:Lucida Bright,Times New Roman; MARGIN-TOP:0px; TEXT-INDENT:48px">We remain committed to continuous improvement processes that drive operational excellence and cost management throughout our company. This includes leveraging best practices across our platforms and improving functional performance in critical areas such as sales execution, product quality and low cost sourcing. We aim to build a customer-focused culture in all aspects of our business. For several years now, we have focused on operating and financial improvements. In 2013, we were successful in streamlining our manufacturing operations. We took many cost containment actions to control our manufacturing, and general and administrative costs. The work we did to align our cost structure with our current level of sales paid-off as demonstrated by the reduction in our operating expenses by nearly 13% in 2013, compared to the prior year. </p> <p style="MARGIN-BOTTOM:7px; FONT-SIZE:9pt; FONT-FAMILY:Lucida Bright,Times New Roman; MARGIN-TOP:14px" align=justify><b>The Macro T</b><b>re</b><b>nds Continue to Remain in Place</b></p> <p style="MARGIN-BOTTOM:10px; FONT-SIZE:9pt; FONT-FAMILY:Lucida Bright,Times New Roman; MARGIN-TOP:0px; TEXT-INDENT:48px">We are making additional investments in our advanced low-PGM and ZPGM technologies as we prepare to capitalize on opportunities for top-line growth driven by increasingly stringent emission regulations worldwide. The work we are doing in this area is often evolutionary and based on the specific application and, therefore, will take time and resources to bring to fruition. A component of this strategy includes combining our manufacturing expertise with advanced low-PGM and ZPGM materials to develop advanced catalysts in powder form to allow for potentially broader distribution and delivery options resulting in new commercial opportunities. While it may sound simple, this is a complicated materials science challenge.</p> <p style="MARGIN-BOTTOM:10px; MARGIN-TOP:0px"><br><br></p> <p style="FONT-SIZE:12pt; FONT-FAMILY:Arial; MARGIN:0px">&nbsp;</p> <p style=MARGIN:0px><br></p> <hr size=1> <p style="MARGIN-BOTTOM:10px; FONT-SIZE:9pt; FONT-FAMILY:Lucida Bright,Times New Roman; PAGE-BREAK-BEFORE:always; MARGIN-TOP:0px; TEXT-INDENT:48px">All of this work relates directly to the growth drivers of our business. One of the most important is the tightening of worldwide emission standards. We believe that the recent finalization of the EPA<font style="FONT-FAMILY:Arial Unicode MS,Times New Roman">&#146;</font>s Tier 3 light-duty vehicle emission standard will provide us with an important future growth opportunity. Tier 3 standards, which are to be phased in between 2017 and 2025, are designed to further reduce emissions from light duty vehicles by approximately 70% to 80% and some heavy duty vehicles by approximately 60%. The EPA expects the new standards to increase per-vehicle PGM loadings by 50% for palladium and 20% for rhodium. &nbsp;&nbsp;</p> <p style="MARGIN-BOTTOM:19px; FONT-SIZE:9pt; FONT-FAMILY:Lucida Bright,Times New Roman; MARGIN-TOP:0px; TEXT-INDENT:48px">In conversations with OEMs, we consistently hear that minimizing the reliance on and exposure to PGM supply is a critical business concern. The challenge for the industry is to dramatically reduce PGM use while still meeting the increased air quality requirements. As global vehicle production levels continue to increase annually and emission regulations intensify, global demand for the PGMs used in the manufacture of emission control catalysts is expected to increase, resulting in potential supply issues. This presents a real challenge for automotive OEMs. We believe our technology provides a solution to OEMs that contrasts with current solutions; one that reduces the dependence upon increasingly costly and scarce PGMs to meet stringent emission standards, such as Tier 3.</p> <p style="MARGIN-BOTTOM:7px; FONT-SIZE:9pt; FONT-FAMILY:Lucida Bright,Times New Roman; MARGIN-TOP:0px" align=justify><b>Clos</b><b>ing Remark</b><b>s</b></p> <p style="MARGIN-BOTTOM:10px; FONT-SIZE:9pt; FONT-FAMILY:Lucida Bright,Times New Roman; MARGIN-TOP:0px; TEXT-INDENT:48px">With the macro trends looking favorable, we are focused on targeted growth opportunities and executing on our strategy. We made meaningful progress in the execution of our business strategy during 2013, and as a result, delivered significant improvement in many of our key performance metrics. We feel positive about our growth and productivity initiatives as we begin the year, giving us optimism about our ability to deliver improved performance driven by healthy end markets and the strength of our business as we progress through 2014.</p> <p style="MARGIN-BOTTOM:10px; FONT-SIZE:9pt; FONT-FAMILY:Lucida Bright,Times New Roman; MARGIN-TOP:0px; TEXT-INDENT:48px">In closing, we would like to acknowledge the contribution of all of our employees for their hard work in 2013 and would also like to thank our customers for their confidence in CDTi.</p> <p style="MARGIN-BOTTOM:10px; FONT-SIZE:9pt; FONT-FAMILY:Lucida Bright,Times New Roman; MARGIN-TOP:0px; TEXT-INDENT:48px">Lastly, on behalf of the Board of Directors and all of us at CDTi, we thank you, our stockholders, for your continued interest and support.</p> <p style=MARGIN:0px><br></p> <p style="FONT-SIZE:9pt; FONT-FAMILY:Lucida Bright,Times New Roman; MARGIN:0px">Sincerely,</p> <p style=MARGIN:0px>&nbsp;</p> <p style=MARGIN:0px>&nbsp;</p> <table width=975 bordercolor=transparent style="FONT-SIZE:10pt; HEIGHT:110px; WIDTH:975px; MARGIN-TOP:0px" cellpadding=0 cellspacing=0> <tr style=FONT-SIZE:0px> <td><img width=209 height=69 style="HEIGHT:69px; WIDTH:209px" src=defa14a004.jpg> <td><img width=209 height=69 style="HEIGHT:69px; WIDTH:209px" src=defa14a003.jpg> <td><img width=209 height=69 style="HEIGHT:69px; WIDTH:209px" src=defa14a002.gif></td></tr> <tr> <td width=325 style="WIDTH:325px; VERTICAL-ALIGN:top" valign=top> <p style="MARGIN-BOTTOM:10px; FONT-SIZE:9pt; FONT-FAMILY:Lucida Bright,Times New Roman; MARGIN-TOP:0px"><b>Alexander Ellis III</b></p> <p style="MARGIN-BOTTOM:8px; FONT-SIZE:8pt; FONT-FAMILY:Lucida Bright,Times New Roman; MARGIN-TOP:0px">Chairman of the Board of Directors</p></td> <td width=325 style="WIDTH:325px; VERTICAL-ALIGN:top" valign=top> <p style="MARGIN-BOTTOM:10px; FONT-SIZE:9pt; FONT-FAMILY:Lucida Bright,Times New Roman; MARGIN-TOP:0px"><b>Nikhil A. Mehta</b></p> <p style="MARGIN-BOTTOM:8px; FONT-SIZE:8pt; FONT-FAMILY:Lucida Bright,Times New Roman; MARGIN-TOP:0px">Member of the Interim Office of the <br>Chief Executive Officer and Chief <br>Financial Officer</p></td> <td width=325 style="WIDTH:325px; VERTICAL-ALIGN:middle" valign=middle> <p style="MARGIN-BOTTOM:10px; FONT-SIZE:9pt; FONT-FAMILY:Lucida Bright,Times New Roman; MARGIN-TOP:0px"><b>Pedro J. Lopez-Baldrich</b></p> <p style="MARGIN-BOTTOM:8px; FONT-SIZE:8pt; FONT-FAMILY:Lucida Bright,Times New Roman; MARGIN-TOP:0px">Member of the Interim Office of the <br>Chief Executive Officer, General <br>Counsel, Corporate Secretary and <br>Vice President</p></td></tr></table> <p style="MARGIN-BOTTOM:12px; MARGIN-TOP:0px"><br></p> <p style="MARGIN-BOTTOM:12px; MARGIN-TOP:0px"><br><br></p> <p style=MARGIN:0px><br></p> <p style=MARGIN:0px><br></p></body>
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end
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</SUBMISSION>
