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: December 24, 2008
(Date of
earliest event reported):
INNODATA
ISOGEN, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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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
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incorporation)
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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
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(Registrant's
telephone number, including area code)
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N/A
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(Former
name or former address, if changed since last
report)
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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:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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(e) On
December 24, 2008 Innodata Isogen, Inc. (the “Company”) and Jack Abuhoff (the
“Executive”) entered into an amended and restated employment agreement (the
“Amended Agreement”) that amends and restates the employment agreement entered
into between the Company and the Executive on April 26, 2006 (the “Original
Employment Agreement”). A copy of the Original Employment Agreement is filed as
Exhibit 10.1 to a report on Form 8-K that the Company filed on April 27,
2006. The Executive is the Chairman and CEO of the
Company.
The
amendments were made primarily to comply with Section 409A of the Internal
Revenue Code, and with related regulations and guidance. In general, the
amendments relate to the timing of payments to the Executive under the Original
Employment Agreement, but do not change the amounts payable to the Executive
under the Original Employment Agreement.
The
foregoing summary description of the Amended Agreement is not intended to be
complete and is qualified in its entirety by reference to the complete text of
the Amended Agreement that is filed as an exhibit to this Report.
Item
9.01 Financial Statements
and Exhibits
(d)
Exhibits
Exhibit No.
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Description
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10.1
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Amended
and Restated Employment Agreement dated as of December 24, 2008 by and
between Innodata Isogen, Inc. and Jack S.
Abuhoff
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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: December
30, 2008
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By:
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/s/
Amy R. Agress
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Amy
R. Agress
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Vice
President and General
Counsel
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INDEX TO
EXHIBITS
Exhibit No.
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Description
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10.1
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Amended
and Restated Employment Agreement dated as of December 24, 2008 by and
between Innodata Isogen, Inc. and Jack S.
Abuhoff
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