Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of
Report: October 3, 2006
(Date
of
earliest event reported):
INNODATA
ISOGEN, INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
0-22196
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13-3475943
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(State
or other jurisdiction of
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(Commission
File Number)
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(I.R.S.
Employer
|
incorporation)
|
|
Identification
No.)
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Three
University Plaza
|
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07601
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Hackensack,
NJ 07601
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|
(Zip
Code)
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(Address
of principal executive offices)
|
|
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(201)
488-1200
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(Registrant's
telephone number, including area code)
|
|
N/A
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(Former
name or former address, if changed since last
report)
|
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
p Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
p Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
p Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
p Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Reference
is made to Item 5.02 for information on a transition agreement and option
modification letter, each dated September 29, 2006, that were entered into
by
the Company and Mr. Stephen Agress.
ITEM
5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
Stephen
Agress and the Company have agreed that Mr. Agress will resign as Vice
President, Finance and Chief Accounting Officer of the Company effective
September 30, 2006. Under the terms of a transition agreement, the Company
will
continue to employ Mr. Agress to provide transition services for a period of
up
to six months, and for compensation of up to $38,120. The agreement also
provides for the payment to Mr. Agress of $101,652 in cash severance payments.
In
addition, the Company and Mr. Agress have entered into a stock modification
agreement that modifies the expiration date of an option currently owned by
Mr.
Agress to purchase an aggregate of 100,000 shares of common stock at an exercise
price of $2.59. The option, which currently expires at a rate of 20,000 shares
per year commencing on May 31, 2009, has been modified wherein 20,000 shares
continue to expire on May 31, 2009, 20,000 shares continue to expire on May
31,
2010 and the remaining 60,000 shares also expire on May 31, 2010. The agreement
also provides that the options shall survive the termination of his employment.
The
foregoing summary of the transition agreement and stock option modification
agreement is qualified by reference to the form of the documents that are filed
as an exhibit to this Report.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
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Description
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|
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10.1
Transition Agreement
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Filed
herewith
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|
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10.2
Form of Stock Option Modification Agreement
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Filed
herewith
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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INNODATA
ISOGEN, INC. |
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Date:
October 3, 2006
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By: |
/s/
Jack Abuhoff
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Jack
Abuhoff
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Chairman,
President &
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Chief
Executive Officer
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INDEX
TO
EXHIBITS
Description
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|
|
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10.1
Transition Agreement
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Filed
herewith
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|
|
10.2
Form of Stock Option Modification Agreement
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Filed
herewith
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