As filed with the Securities and Exchange Commission on August 24, 2004
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT 0F 1933
INNODATA ISOGEN, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3475943
(State or other jurisdiction (IRS Employer Identification Number)
of incorporation or organization)
THREE UNIVERSITY PLAZA, HACKENSACK, NEW JERSEY 07601
(Address of principal executive offices)
2001 STOCK OPTION PLAN
2002 STOCK OPTION PLAN
(Full Title of Plan)
AMY AGRESS, VICE PRESIDENT AND GENERAL COUNSEL
THREE UNIVERSITY PLAZA, HACKENSACK, NEW JERSEY 07601
(Name and address of agent for service)
(201) 488-1200
(Telephone number, including area code, of agent for service)
Copies of all Communications to: Oscar D. Folger, Esq.
521 Fifth Avenue
New York, New York 10175
(212) 697-6464
CALCULATION OF REGISTRATION FEE
------------------------------------- -------------------- ------------------------ ------------------------ ------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
OFFERING PRICE PER AGGREGATE OFFERING
TITLE OF SECURITIES TO BE REGISTERED AMOUNT TO BE SHARE (4) PRICE (4) AMOUNT OF
REGISTERED (1) REGISTRATION FEE
------------------------------------- -------------------- ------------------------ ------------------------ ------------------
Common Stock, $.01 par value 170,000 shares (2) $3.35 $569,500.00 $72.16
("Common Stock")
------------------------------------- -------------------- ------------------------ ------------------------ ------------------
Common Stock 30,000 (2) $3.26 $97,800.00 $12.39
------------------------------------- -------------------- ------------------------ ------------------------ ------------------
Common Stock 30,000 (2) $3.69 $110,700.00 $14.03
------------------------------------- -------------------- ------------------------ ------------------------ ------------------
Common Stock 20,000 (2) $3.60 $72,000.00 $9.12
------------------------------------- -------------------- ------------------------ ------------------------ ------------------
Common Stock 1,600,000 shares (3) $3.69 $5,904,000.00 $748.04
------------------------------------- -------------------- ------------------------ ------------------------ ------------------
Total 1,850,000 shares $6,754,000.00 $855.74
------------------------------------- -------------------- ------------------------ ------------------------ ------------------
(1) The Registration Statement also includes an undeterminable number of
additional shares that may become issuable pursuant to anti-dilution
provisions of the Plans.
(2) Represents shares that may be issued pursuant to options heretofore
granted pursuant to the Registrant's 2001 and 2002 Stock Option Plans.
(3) Represents shares that may be issued pursuant to options that may
hereafter be granted pursuant to the Registrant's 2001 and 2002 Stock
Option Plans.
(4) Calculated solely for the purpose of determining the registration fee
based upon the assumed offering prices of the shares determined pursuant
to Rules 457(h). In the case of shares purchasable upon exercise of
outstanding options, such assumed offering price is the exercise price
provided for in the relevant option. In the case of shares purchasable
upon exercise of options that may hereafter be granted, such assumed
offering price is $3.69, the average of the high and low sales prices of
the Company's Common Stock on August 19, 2004 as reported on the Nasdaq
National Market System.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
EXPLANATORY NOTE
As permitted by the rules of the Securities and Exchange Commission, this
Registration Statement omits the information specified in Part I of Form S-8.
The documents containing the information specified in Part I will be delivered
to the participants in the plans covered by this Registration Statement as
required by Rule 428(b) promulgated under the Securities Act of 1933, as
amended. Such documents are not being filed with the Securities and Exchange
Commission as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 of such Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
(the "Commission") by the Registrant, Innodata Isogen, Inc., a Delaware
corporation (the "Company"), pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are incorporated by reference in this registration
statement:
o Annual Report on Form 10-K for the year ended December 31, 2003;
o All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since December 31, 2003; and
o The section entitled "Description of Common Stock" contained in
Post-Effective Amendment No. 1 to the Company's Registration
Statement No. 33-62012 on Form SB-2 filed with the Commission, under
the Securities Act of 1933, and effective as of June 21, 1994.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all shares of Common Stock offered
hereby have been sold or which deregisters all then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to be
a part hereof from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this registration
statement to the extent that a statement contained herein or in any other
subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of Common Stock registered hereby have been
passed upon for the Company by Oscar D. Folger, Esq., New York, New York. Mr.
Folger's wife owns 253,853 shares of the Common Stock of the Company, Mr.
Folger's pension plan, of which he is a trustee and principal beneficiary, owns
136,164 shares of Common Stock, and a trust for the benefit of Mr. Folger owns
19,936 shares of Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Certificate of Incorporation of the Company provides that:
A director, or former director, shall not be liable to the
corporation or to any of its stockholders for monetary damages for breach
of fiduciary duty as a director, provided that this provision shall not
eliminate or limit the liability of a director: (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders; (ii)
for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law; (iii) under Section 174 of the
General Corporation Law of the State of Delaware, pertaining to the
liability of directors for unlawful payment of dividends or unlawful stock
purchase or redemption; or (iv) for any transaction from which the
director derived an improper personal benefit.
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The Company, as a Delaware corporation, is empowered by Section 145 of the
Delaware General Corporation Law, subject to the procedures and limitations
stated therein, to indemnify any person against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with any threatened, pending or completed action,
suit or proceeding in which such person is made a party by reason of his being
or having been a director, officer, employee or agent of the Registrant. The
statute provides that indemnification pursuant to its provisions is not
exclusive of other rights of indemnification to which a person may be entitled
under any by-law, agreement, vote of stockholders or disinterested directors, or
otherwise.
The Company's Certificate of Incorporation provides that all directors,
officers, employees and agents of the Company shall be entitled to be
indemnified by the Company to the fullest extent permitted by law. Furthermore,
the Company has entered into agreements with each director in which the Company
agrees to indemnify each director and officer to the maximum extent permitted by
law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Form of 2001 Stock Option Plan (1)
4.2 Form of 2002 Stock Option Plan (2)
5.1 Opinion of Oscar D. Folger as to legality
23.1 Consent of Oscar D. Folger (included in Exhibit 5.1)
23.2 Consent of Grant Thornton LLP
24.1 Power of Attorney (included on signature page)
(1) Incorporated by reference to Exhibit A to the Company's Proxy Statement
for its Annual Meeting of Stockholders on July 31, 2001.
(2) Incorporated by reference to Exhibit A to the Company's Proxy Statement
for its Annual Meeting of Stockholders on October 1, 2002.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
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o (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
o (ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the Registration Statement;
o (iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities and Exchange
Act of 1934) that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Hackensack, State of New Jersey on the 20th day of
August 2004.
INNODATA ISOGEN, INC.
By /s/ Jack Abuhoff
------------------------------------
Jack Abuhoff
Chairman of the Board of Directors
Chief Executive Officer and President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in their
respective capacities and on the respective dates indicated. Each person whose
signature appears below hereby authorizes Jack Abuhoff, Amy Agress and Stephen
Agress and each with full power of substitution, to execute in the name and on
behalf of such person any amendment or any post-effective amendment to this
Registration Statement and to file the same, with exhibits thereto, and other
documents in connection therewith, making such changes in this Registration
Statement as the Registrant deems appropriate.
Signature Title Date
/s/ Jack Abuhoff Chairman of the Board of Directors, August 20, 2004
------------------------------- Chief Executive Officer and President
Jack Abuhoff
/s/ Todd Solomon Vice Chairman of the Board of August 20, 2004
------------------------------- Directors and Consultant
Todd Solomon
/s/ Stephen Agress Vice President - Finance August 20, 2004
------------------------------- Chief Accounting Officer (Principal
Stephen Agress Accounting and Financial Officer)
/s/ Haig S. Bagerdjian Director August 20, 2004
-------------------------------
Haig S. Bagerdjian
/s/ Louise Forlenza Director August 20, 2004
-------------------------------
Louise Forlenza
/s/ Charles F. Goldfarb Director August 20, 2004
-------------------------------
Charles F. Goldfarb
/s/ John R. Marozsan Director August 20, 2004
-------------------------------
John R. Marozsan