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: May 16, 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
On May 16, 2005 the Company and each of Jack Abuhoff (CEO, President and
Chairman of the Board of Directors), Stephen Agress (Vice President - Finance
and Chief Accounting Officer), and Todd Solomon (Vice Chairman of the Board of
Directors), agreed to change the initial exercise price and initial expiration
date of certain of the options owned by these respective individuals to the new
exercise price of $2.59 and to the new expiration dates set forth below. All of
these options are fully vested.
The agreement with Jack Abuhoff relates to
(1) an option under the Company's 1998 Stock Option Plan to purchase
220,000 shares with an initial exercise price of $1.56 per share and
an initial expiration date of May 31, 2005, and provides for a new
exercise price of $2.59 per share and that the option will expire as
to 44,000 shares on May 31 of each of the five years commencing 2009
and ending 2013; and to
(2) an option under the Company's 1998 Stock Option Plan to purchase
770,000 shares with an initial exercise price of $2.25 per share and
an initial expiration date of October 8, 2005, and provides for a
new exercise price of $2.59 per share and that the option will
expire as to 154,000 shares on September 30 of each of the four
years commencing 2009 and ending 2012, and as to 154,000 shares on
March 31, 2014.
The agreement with Stephen Agress relates to an option under the
Company's 1996 Stock Option Plan to purchase 100,000 shares with an
initial exercise price of $1.56 per share and an initial expiration
date of May 31, 2005, and provides for a new exercise price of $2.59
per share and that the option will expire as to 20,000 shares on May
31 of each of the five years commencing 2009 and ending 2013. In
addition, the Company and Amy Agress (Vice President and General
Counsel) agreed to change the initial exercise price and initial
expiration date of 24,000 options owned by Amy Agress. Amy Agress is
the wife of Stephen Agress. Stephen Agress disclaims beneficial
ownership of options owned by his wife.
The agreement with Todd Solomon relates to an option under the
Company's 1998 Stock Option Plan to purchase 176,000 shares with an
initial exercise price of $1.56 per share and an initial expiration
date of May 31, 2005, and provides for a new exercise price of $2.59
per share and that the option will expire as to 35,000 shares on May
31 of each of the four years commencing 2009 and ending 2012 and as
to 36,000 shares on May 31, 2013.
Each of Jack Abuhoff, Stephen Agress and Todd Solomon agreed not to sell,
pledge or otherwise dispose of any of the shares of common stock received upon
exercise of his respective option(s) referred to above until the earlier to
occur of (i) May 16, 2007; (ii) the first day on which the closing market price
for the Company's stock is at least $5.00 per share for ten consecutive trading
days; or (iii) the termination of his employment or directorship (as applicable)
with the Company either (A) by the Company, for reasons other than "for cause";
or (B) by the option holder, upon mutual agreement between the option holder and
the Company.
Mr. Abuhoff further agreed to pay to the Company any pre-tax net profit
earned from the sale of the shares of common stock received upon exercise of his
options set forth above if he directly or indirectly competes with the Company
or solicits Company customers or clients during the period from May 16, 2005
until the first anniversary of the termination of his employment for any reason.
The foregoing summary is qualified by reference to the forms of the new
exercise price and expiration date agreements that are filed as exhibits
herewith.
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ITEM 9.01. Financial Statements and Exhibits
(c) Exhibits
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10.1. 1996 Stock Option Plan Incorporated herein by reference
from Exhibit A to Definitive
Proxy dated November 7, 1996
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10.2. 1998 Stock Option Plan Incorporated herein by reference
from Exhibit A to Definitive
Proxy dated November 5, 1998
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10.3. Form of 1996 Stock Option Agreement Filed herewith
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10.4. Form of 1998 Stock Option Agreement Filed herewith
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10.5. Form of new exercise price and Filed herewith
expiration date agreement for each
of Stephen Agress and Todd Solomon
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10.6. Form of new exercise price and Filed herewith
expiration date agreement for
Jack Abuhoff
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SIGNATURES
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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: May 20, 2005 By: /s/ Stephen Agress
--------------------------------
Stephen Agress
Vice President, Finance
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INDEX TO EXHIBITS
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10.1. 1996 Stock Option Plan Incorporated herein by reference
from Exhibit A to Definitive
Proxy dated November 7, 1996
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10.2. 1998 Stock Option Plan Incorporated herein by reference
from Exhibit A to Definitive
Proxy dated November 5, 1998
- --------------------------------------------------------------------------------
10.3. Form of 1996 Stock Option Agreement Filed herewith
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10.4. Form of 1998 Stock Option Agreement Filed herewith
- --------------------------------------------------------------------------------
10.5. Form of new exercise price and Filed herewith
expiration date agreement for each
of Stephen Agress and Todd Solomon
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10.6. Form of new exercise price and Filed herewith
expiration date agreement for
Jack Abuhoff
- --------------------------------------------------------------------------------
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