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: July 24, 2008
(Date
of
earliest event reported)
INNODATA
ISOGEN, INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
0-22196
|
13-3475943
|
(State
or other jurisdiction
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(Commission
File Number)
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(I.R.S.
Employer
|
of
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)
371-2828
(Registrant's
telephone number, including area code)
N/A
(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:
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
5.02 |
Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
(e)
On
July 24, 2008 the Compensation Committee of the Board of Directors (the
“Compensation Committee”) of Innodata Isogen, Inc. (the “Company”) resolved that
incentive compensation awards for the named executive officers for 2008 would
be
based on the extent to which the Company achieves goals for 2008 revenues
(excluding revenue from mergers and acquisitions), bookings, pre-tax income,
and
revenues from mergers and acquisitions. The named executive officers are Jack
Abuhoff, Chairman, President and Chief Executive Officer, Steven Ford, Executive
Vice President and Chief Financial Officer, and Ashok Mishra, Executive Vice
President and Chief Operating Officer.
Specifically,
if the revenue goal is achieved, Messrs. Abuhoff, Ford and Mishra will receive
an award equal to 15%, 3.75% and 10%, respectively, of their respective
$424,350, $310,500 and $220,000 2008 base salaries.
If
the
bookings goal is achieved, Messrs. Abuhoff, Ford and Mishra will receive an
award equal to 15%, 3.75% and 10%, respectively, of their respective 2008 base
salaries.
If
the
pre-tax income goal is achieved, Messrs. Abuhoff, Ford and Mishra will receive
an award equal to 30%, 15% and 20%, respectively, of their respective 2008
base
salaries.
If
the
revenue from the mergers and acquisitions goal is achieved, Mr. Ford will
receive an award equal to 7.5% of his 2008 base salary.
For
each
1% (up to a maximum of 20%) by which actual performance exceeds any goal, the
award for that goal will increase by 3%. For each 1% by which actual performance
is less than any goal, the award for that goal will decrease by 4%.
If
less
than 85% of the revenue goal is achieved, no incentive compensation will be
earned for that performance measure. If less than 85% of the bookings goal
is
achieved, no incentive compensation will be earned for that performance measure.
If less than 90% of the pre-tax income goal is achieved, no incentive
compensation will be earned for that performance measure. If less than 90%
of
the revenue from mergers and acquisitions goal is achieved, no incentive
compensation will be earned for that performance measure.
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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|
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Date: July
30, 2008 |
By: |
/s/ Amy
R.
Agress |
|
Amy
R. Agress |
|
Vice
President, General Counsel and
Secretary |