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 11, 2009
(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)
371-8000
(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:
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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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
1.01 Entry
into a Material Definitive Agreement.
Reference
is made to Item 5.02 (c) for information on an employment agreement entered into
by Innodata Isogen, Inc. (the “Company”) and Mr. O’Neil Nalavadi in connection
with Mr. Nalavadi’s appointment as Chief Financial Officer and Senior Vice
President effective as of November 9, 2009.
Item
5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(b) Mr.
Jurgen Tanpho will cease to act as Interim Chief Financial Officer effective
November 9, 2009, the date on which Mr. Nalavadi will assume his role as Chief
Financial Officer. Mr. Tanpho will resume his functions as a senior executive of
the Company with various operational responsibilities.
(c) On
October 11, 2009 the Company appointed Mr. Nalavadi as Chief Financial Officer
and Senior Vice President effective November 9, 2009. The Company and Mr.
Nalavadi entered into a three year employment agreement (“Agreement”) that
provides for an annual base salary of $240,000, a cash bonus for each calendar
year to be determined pursuant to a written bonus plan which shall provide for a
target bonus equal to 30% of Mr. Nalavadi’s base salary for the year, and a cash
bonus of not less than $30,000 for the portion of the Agreement ending on
December 31, 2009. The Agreement also provides for indemnification, insurance
and other fringe benefits, and contains confidentiality, non-compete and
non-interference provisions.
As soon
as reasonably practicable following November 9, 2009, the Company will grant to
Mr. Nalavadi (i) an
incentive stock option for 100,000 shares of the Company’s common stock which
will vest at the rate of 25% per year; and (ii) restricted shares of the
Company’s common stock equal in number to the lesser of (A) 40,000 shares; and
(B) the number of shares having an aggregate fair market value of $230,000. The
restricted shares will be subject to transfer restrictions and forfeitability
provisions which will lapse at the rate of 25% per year.
Mr.
Nalavadi is also under certain circumstances entitled to receive the severance
and change of control payments described in the Agreement.
The
foregoing summary of the Agreement is qualified in its entirety by reference to
the complete text of the employment agreement that is filed as an exhibit to
this Report.
Prior to
joining the Company Mr. Nalavadi was the chief financial officer and a director
of R Systems International Ltd since 2000 and 2001, respectively. R
Systems is a provider of outsourced software product development and business
process outsourcing services. Prior
to R Systems, Mr. Nalavadi served as a senior vice president at UB Group, a $5
billion diversified conglomerate, and served as CFO of UB Groups’ outsourced IT
services company. Mr. Nalavadi was awarded a Bachelors of Commerce and Economics
degree from the University of Mumbai and qualified as a Chartered Accountant
with National Honor Roll. He is 49 years old.
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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Employment
Agreement between Innodata Isogen, Inc. and Mr. O’Neil
Nalavadi
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99.1
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Press
Release of Innodata Isogen, Inc. dated October 15,
2009
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SIGNATURES
Pursuant to the requirements of the
Securities and 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 15, 2009
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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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Employment
Agreement between Innodata Isogen, Inc. and Mr. O’Neil
Nalavadi
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99.1
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Press
Release of Innodata Isogen, Inc. dated October 15,
2009
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