-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GubyjHA4SJN3e0fQ4VH3xypv1dpW9XH/F5BOgB88NRsQk93/MXyOhYRUyxnhK6R2 +QS65bIUZnQn5a28DrvTMA== 0001144204-05-016629.txt : 20050520 0001144204-05-016629.hdr.sgml : 20050520 20050520160253 ACCESSION NUMBER: 0001144204-05-016629 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20050516 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050520 DATE AS OF CHANGE: 20050520 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INNODATA ISOGEN INC CENTRAL INDEX KEY: 0000903651 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 133475943 STATE OF INCORPORATION: DE FISCAL YEAR END: 1216 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22196 FILM NUMBER: 05848353 BUSINESS ADDRESS: STREET 1: THREE UNIVERSITY PLAZA STREET 2: SUITE 506 CITY: HACKENSACK STATE: NJ ZIP: 07601 BUSINESS PHONE: 201 488 1200 MAIL ADDRESS: STREET 1: THREE UNIVERSITY PLAZA STREET 2: SUITE 506 CITY: HACKENSACK STATE: NJ ZIP: 07601 FORMER COMPANY: FORMER CONFORMED NAME: INNODATA CORP DATE OF NAME CHANGE: 19930505 8-K 1 v018860_8k.txt 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. 2 ITEM 9.01. Financial Statements and Exhibits (c) Exhibits - -------------------------------------------------------------------------------- 10.1. 1996 Stock Option Plan Incorporated herein by reference from Exhibit A to Definitive Proxy dated November 7, 1996 - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 10.6. Form of new exercise price and Filed herewith expiration date agreement for Jack Abuhoff - -------------------------------------------------------------------------------- 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: May 20, 2005 By: /s/ Stephen Agress -------------------------------- Stephen Agress Vice President, Finance 3 INDEX TO EXHIBITS - -------------------------------------------------------------------------------- 10.1. 1996 Stock Option Plan Incorporated herein by reference from Exhibit A to Definitive Proxy dated November 7, 1996 - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 10.6. Form of new exercise price and Filed herewith expiration date agreement for Jack Abuhoff - -------------------------------------------------------------------------------- 4 EX-10.3 2 v018860_ex10-3.txt EXHIBIT 10.3 Innodata Corporation 1996 Stock Option Plan (Please sign and return this form to Laurel Louison, 95 Rockwell Place, Brooklyn, NY 11217. If this signature page is not returned, options described below will be cancelled.) <> <> Grant Date: <> Shares Granted: <> Option Price: <> Last Date to Exercise: <> We are pleased to inform you that you have been granted an option to purchase Innodata Corporation (the "Company") common stock. Your grant has been made under the Company's Stock Option Plan, which together with the terms contained in this Notice, sets forth the terms and conditions of your grant and is incorporated herein by reference. A copy of the Plan and a copy of the Prospectus is available on file at the Human Resources Department. Please review these documents carefully. Vesting: Subject to the terms of the Plan, shares vest according to the following vesting schedule: <> Exercise: You may exercise this Option, in whole or in part, to purchase a whole number of vested shares at any time, by following the exercise procedures set up by the Company. All exercises must take place before the Last Date to Exercise, or such earlier date as is set out in the Plan following your death, disability or your ceasing to be an employee. The number of shares you may purchase as of any date cannot exceed the total number of shares vested by that date, less any shares you have previously acquired by exercising this Option. The Company reserves the right to revoke options granted if your conduct and/or actions are determined by the Board of Directors to adversely affect the Company's interests. Employment Requirements: The Plan sets out the terms and conditions that govern this grant in the event of your termination of employment, death or disability. In the event of your termination of employment, all further vesting of shares under this grant stops, and all unvested shares are canceled. As set forth in the Plan, you will have (30) Days after your employment ceases or is suspended to exercise your vested options, and in the event of your death or total disability your estate will have a period of (12) months to exercise any vested options. Taxes, Withholding and Disposition of Stock: This option is intended to be an Incentive Stock Option, as defined under Section 422(b) of the Internal Revenue Code. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to the exercise or sale of shares arising from this grant, the Company shall have the right to require such payments from you, or withhold such amounts from other payments due to you from the Company. You agree to notify the Company when you sell or otherwise transfer or dispose of the shares acquired by exercising this Option. I understand and agree to all terms listed above. By signing below I acknowledge my agreement to all terms and conditions contained in all previous options granted to me. Signature: ----------------------------- <> <> EX-10.4 3 v018860_ex10-4.txt EXHIBIT 10.4 Innodata Corporation 1998 Stock Option Plan (Please sign and return this form to Laurel Louison, 95 Rockwell Place, Brooklyn, NY 11217. If this signature page is not returned, options described below will be cancelled.) <> <> Grant Date: <> Shares Granted: <> Option Price: <> Last Date to Exercise: <> We are pleased to inform you that you have been granted an option to purchase Innodata Corporation (the "Company") common stock. Your grant has been made under the Company's Stock Option Plan, which together with the terms contained in this Notice, sets forth the terms and conditions of your grant and is incorporated herein by reference. A copy of the Plan and a copy of the Prospectus is available on file at the Human Resources Department. Please review these documents carefully. Vesting: Subject to the terms of the Plan, shares vest according to the following vesting schedule: <> Exercise: You may exercise this Option, in whole or in part, to purchase a whole number of vested shares at any time, by following the exercise procedures set up by the Company. All exercises must take place before the Last Date to Exercise, or such earlier date as is set out in the Plan following your death, disability or your ceasing to be an employee. The number of shares you may purchase as of any date cannot exceed the total number of shares vested by that date, less any shares you have previously acquired by exercising this Option. The Company reserves the right to revoke options granted if your conduct and/or actions are determined by the Board of Directors to adversely affect the Company's interests. Employment Requirements: The Plan sets out the terms and conditions that govern this grant in the event of your termination of employment, death or disability. In the event of your termination of employment, all further vesting of shares under this grant stops, and all unvested shares are canceled. As set forth in the Plan, you will have (30) Days after your employment ceases or is suspended to exercise your vested options, and in the event of your death or total disability your estate will have a period of (12) months to exercise any vested options. Taxes, Withholding and Disposition of Stock: This option is intended to be an Incentive Stock Option, as defined under Section 422(b) of the Internal Revenue Code. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment is required relating to the exercise or sale of shares arising from this grant, the Company shall have the right to require such payments from you, or withhold such amounts from other payments due to you from the Company. You agree to notify the Company when you sell or otherwise transfer or dispose of the shares acquired by exercising this Option. I understand and agree to all terms listed above. By signing below I acknowledge my agreement to all terms and conditions contained in all previous options granted to me. Signature: ---------------------------------- <> <> EX-10.5 4 v018860_ex10-5.txt EXHIBIT 10.5 [Innodata Isogen Letterhead] Re: ______ stock options granted under the Company's ____ Stock Option Plan on ______ with a strike price of $_____. Dear ___________: This is to confirm that on May 16, 2005 the Company and you agreed as follows: 1. The expiration date of the above referenced options is as set forth in the table below. Quantity Expiration Date 2. The strike price of the above referenced options is $2.59. 3. In addition to any other restriction on exercise, sale, pledge or other disposition under any other provision of the Stock Option Plan or option agreement that relate to these options (including, without limitation, the limited period of permitted exercises following death or other termination of employment, and to taxes, withholding and disposition of stock set forth in the option agreement which shall expressly continue to apply with regard to the above referenced options), you shall not until the Lockup Expiration Date (as hereinafter defined) sell, pledge or otherwise dispose of any shares that you at any time acquired or will acquire on exercise of these options. The "Lockup Expiration Date" is 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 (10) consecutive trading days; or (iii) the termination of your employment / directorship with the Company either (A) by the Company, for reasons other than "for cause"; or (B) by you, upon mutual agreement between you and the Company. 4. Until the Lockup Expiration Date certificates for the shares that will be issued to you upon exercise of these options will be endorsed with the following restrictive legend, in addition to any other restrictive legend necessary pursuant to applicable securities law, or otherwise: "The sale, pledge or other disposition of these shares is restricted as set forth in an instrument between the stockholder and the Company, a copy of which is on file at the offices of the Company." Sincerely, Innodata Isogen, Inc. By: --------------------------- Acknowledged and Agreed - ---------------------------------------- EX-10.6 5 v018860_ex10-6.txt EXHIBIT 10.6 [Innodata Isogen Letterhead] Re: __________ stock options granted under the Company's ____ Stock Option Plan on _________ with a strike price of $----. Dear Mr. Abuhoff: This is to confirm that on May 16, 2005 the Company and you agreed as follows: 1. The expiration date of the above referenced options is as set forth in the table below. Quantity Expiration Date 2. The strike price of the above referenced options is $2.59. 3. In addition to any other restriction on exercise, sale, pledge or other disposition under any other provision of the Stock Option Plan or option agreement that relate to these options (including, without limitation, the limited period of permitted exercises following death or other termination of employment, and to taxes, withholding and disposition of stock set forth in the option agreement which shall expressly continue to apply with regard to the above referenced options), you shall not until the Lockup Expiration Date (as hereinafter defined) sell, pledge or otherwise dispose of any shares that you at any time acquired or will acquire on exercise of these options. The "Lockup Expiration Date" is 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 (10) consecutive trading days; or (iii) the termination of your employment with the Company either (A) by the Company, for reasons other than "for cause"; or (B) by you, upon mutual agreement between you and the Company. 4. Until the Lockup Expiration Date certificates for the shares that will be issued to you upon exercise of these options will be endorsed with the following restrictive legend, in addition to any other restrictive legend necessary pursuant to applicable securities law, or otherwise: "The sale, pledge or other disposition of these shares is restricted as set forth in an instrument between the stockholder and the Company, a copy of which is on file at the offices of the Company." 5. In the event that during the Restricted Period (as hereinafter defined) you, without the express written consent of the Company's Board of Directors, (i) directly or indirectly own, manage, operate or control, or be employed in any capacity similar to the positions held by you with the Company, by any company or other for-profit entity, anywhere in the world, engaged in the business of content management and publishing systems, consulting, editorial, strategic planning and design services, abstracting, imaging, digitization, imaging, data conversion and XML services or any other business competitive with the Company's business at the time of your termination or resignation of employment, for any reason, with or without cause; (ii) directly or indirectly, solicit, divert or appropriate or attempt to solicit, divert or appropriate any customers or clients of the Company who or which were customers or clients of the Company at the time of the termination or resignation of your employment from the Company and with whom you had contact with during your employment with the Company and/or about whom you possess confidential or trade secret information, for purposes of you offering to such customers or clients of the Company products or services which are directly competitive to the products and services offered by the Company as of the date of your termination or resignation of employment with the Company for any reason, with or without cause or (iii) whether as an owner, partner, employee, consultant, broker, contractor or otherwise, and whether personally or through other persons, hire as an employee or retain the services of any employee or other person with whom you had contact during your employment with the Company and/or about whom you possess confidential information or trade secrets as a result of your employment with the Company, then, in addition to any other rights or remedies that the Company shall have as a result thereof under any other agreement or otherwise and whether or not your actions are prohibited under any agreement or otherwise, you shall at the Company's request forthwith account for and pay over to the Company any pre-tax net profit earned by you from the exercise of these options and the sale of the shares acquired upon exercise of these options. The "Restricted Period" means the period commencing May 16, 2005 until the first anniversary of the termination or resignation of your employment with the Company, for any reason, with or without cause. Sincerely, Innodata Isogen, Inc. By: --------------------------- Acknowledged and Agreed - ---------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----