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 22, 2005
(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 (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
THREE UNIVERSITY PLAZA 07601
HACKENSACK, NJ 07601 (Zip Code)
(Address of principal executive offices)
(201) 488-1200
(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:
|_| 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Reference is made to Item 5.02 for information on an employment agreement
and option grant letter, each dated December 22, 2005 that were entered into by
the Company and Mr. Steven L. Ford in connection with his appointment as Chief
Financial Officer on that date.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
On December 22, 2005, the Company appointed Mr. Ford as Chief Financial
Officer and Executive Vice President.
In connection with this appointment, the Company and Mr. Ford entered into
an employment agreement dated December 22, 2005. The agreement provides for
annual base compensation of $300,000, plus additional short term incentive
compensation conditioned on the attainment of certain quantity and quality
objectives to be established by the Compensation Committee of the Board of
Directors. The agreement also provides for insurance and other fringe benefits,
and contains confidentiality and non-compete and non-interference provisions.
Mr. Ford's employment under this agreement terminates on December 21, 2008
unless renewed.
Under a separate grant letter dated December 22, 2005, the Company granted
to Mr. Ford 250,000 fully vested options to purchase 250,000 shares of the
Company's common stock ("Shares") at an exercise price of $3.28 per share. The
options expire on the earlier of (i) December 21, 2015, (ii) 60 days after Mr.
Ford's employment ceases and (iii) 12 months following the termination of Mr.
Ford's employment as a result of his death or disability. Mr. Ford may not sell
any Shares during the first year after the date of grant; he may sell no more
than 25% of the Shares during the second year after the date of grant; he may
sell no more than a total of 50% of the Shares during the second and third years
after the date of grant, and he may sell no more than a total of 75% of the
Shares during the second, third and fourth years after the date of grant. No
restrictions on sales apply after the fourth anniversary of the date of grant.
Steven L. Ford was Chief Financial and Operating Officer of Medley Global
Advisors LLC from December 2004 to September 2005. From June 2002 until November
2004, Mr. Ford served as Chief Financial Officer and Executive Vice President of
Kroll Inc. Previously, Mr. Ford served as Executive Vice President and Chief
Financial Officer of Telscape International, Inc., a telecommunications company
in Atlanta. From 1994 to 2000, he was Vice President, International Chief
Financial Officer, and Controller for Equifax, Inc., serving in London from 1998
to 2000 as European Finance Director. Earlier, he held a variety of finance,
treasurer and controller positions at publicly-held middle market companies in
the manufacturing, computer and software industries. He is also a Certified
Public Accountant (inactive) and a member of the American Institute of Certified
Public Accountants. Mr. Ford began his career in 1974 at Arthur Young (now Ernst
& Young). He is 53 years old.
The foregoing summary of the employment agreement and stock option plan
grant letter is qualified by reference to the forms of these documents that are
filed as exhibits to this Report.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Description
10.1 Employment Agreement, dated December 22, 2005 Filed herewith
10.2 Form of 2001 Stock Option Plan Grant Letter,
dated December 22, 2005 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.
INNODATA ISOGEN, INC.
Date: December 28, 2005 By: /s/ Stephen Agress
----------------------------------
Stephen Agress
Vice President, Finance
INDEX TO EXHIBITS
Description
10.1 Employment Agreement, dated December 22, 2005 Filed herewith
10.2 Form of 2001 Stock Option Plan Grant Letter,
dated December 22, 2005 Filed herewith
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