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 31, 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 of (Commission File Number) (I.R.S. Employer
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.
On December 31, 2005, the Company granted a total of 220,000 fully vested,
non-qualified, options to certain officers and directors to purchase the
Company's common stock ("Shares") at an exercise price of $3.46 per share under
the Company's 2001 Stock Option Plan. The options expire on the earlier of (i)
December 30, 2015, (ii) 60 days after such officer or director is terminated or
resigns, and (iii) 12 months following the termination of such officer or
director as a result of death or disability. Shares issuable upon exercise of
the options are subject to the following restrictions: no Shares may be sold
during the first year after the date of grant; no more than 25% of the Shares
may be sold during the second year after the date of grant; no more than a total
of 50% of the Shares may be sold during the second and third years after the
date of grant; and no more than a total of 75% of the Shares may be sold 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.
Of the total options granted, 80,000 options were granted to Jack Abuhoff,
the CEO and President of the Company, 30,000 options were granted to Stephen
Agress, Vice President, Finance and Chief Accounting Officer of the Company,
35,000 options were granted to George Kondrach, Executive Vice President of the
Company and 25,000 options were granted to each of Haig Bagerdjian, John
Marozsan and Louise Forlenza, each a director of the Company.
The foregoing summary is qualified by reference to the forms of stock
option grant letters filed as exhibits to this Report.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibits Description
10.1 2001 Stock Option Plan. Incorporated by reference
from Exhibit A to Definitive Proxy dated June 29,
2001
10.2 Form of 2001 Stock Option Plan Grant Letter, dated
December 31, 2005, for Messrs. Abuhoff, Agress and
Kondrach, filed herewith
10.3 Form of 2001 Stock Option Plan Grant Letter, dated
December 31, 2005, for Messrs. Bagerdjian and
Marozsan and Ms. Forlenza, filed herewith
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: January 5, 2006 By: Stephen Agress
-----------------------------
Stephen Agress
Vice President, Finance
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INDEX TO EXHIBITS
Exhibits Description
10.1 2001 Stock Option Plan. Incorporated by reference
from Exhibit A to Definitive Proxy dated June 29,
2001
10.2 Form of 2001 Stock Option Plan Grant Letter, dated
December 31, 2005, for Messrs. Abuhoff, Agress and
Kondrach, filed herewith
10.3 Form of 2001 Stock Option Plan Grant Letter, dated
December 31, 2005, for Messrs. Bagerdjian and
Marozsan and Ms. Forlenza, filed herewith
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