UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934 (Amendment No. )
Filed
by
the Registrant x
Filed
by
a Party other than the Registrant o
Check
the
appropriate box:
o Preliminary
Proxy Statement
o Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
x Definitive
Proxy Statement
o Definitive
Additional Materials
o Soliciting
Material Pursuant to §240.14a-12
Innodata
Isogen, Inc.
(Name
of
Registrant as Specified In Its Charter)
(Name
of
Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
[X] No
fee
required.
[
] Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
1)
Title
of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3)
Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
4) Proposed
maximum aggregate value of transaction:
5)
Total
fee
paid:
o Fee
paid
previously with preliminary materials.
o Check
box
if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and
identify the filing for which the offsetting fee was paid previously. Identify
the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
| 1) |
Amount
Previously Paid:
|
| 2) |
Form,
Schedule or Registration Statement
No.:
|
| 3) |
Filing
Party
|
| 4) |
Date
Filed:
|
Three
University Plaza
Hackensack,
New Jersey 07601
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
TO
BE HELD JUNE 7, 2006
To
the Stockholders of Innodata Isogen, Inc.:
The
Annual Meeting of Stockholders of Innodata Isogen, Inc. (the "Company")
will be
held at Innodata Isogen, Inc., Three University Plaza, Hackensack, New
Jersey
07601 at 11:00 A.M. on June 7, 2006, for the following purposes:
|
(1)
|
To
elect four Directors of the Company to hold office until the
next Annual
Meeting of Stockholders and until their successors have been
duly elected
and qualified;
|
|
(2)
|
To
ratify the selection and appointment by the Company's Board of
Directors
of Grant Thornton LLP, independent auditors, as auditors for
the Company
for the year ending December 31, 2006; and
|
|
(3)
|
To
consider and transact such other business as may properly come
before the
meeting or any adjournments
thereof.
|
A
Proxy
Statement, form of Proxy, and the Annual Report to Stockholders of the
Company
for the year ended December 31, 2005 are enclosed herewith. Only holders
of
record of Common Stock of the Company at the close of business on April
11, 2006
will be entitled to notice of and to vote at the Annual Meeting and any
adjournments thereof. A complete list of the stockholders entitled to vote
will
be available for inspection by any stockholder during the meeting; in addition,
the list will be open for examination by any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of
at least
ten days prior to the meeting at the office of the Secretary of the Company,
located at Three University Plaza, Hackensack, New Jersey
07601.
By
Order
of the Board of Directors,
Amy
R.
Agress
Vice
President, General Counsel and Secretary
Hackensack,
New Jersey
April
27,
2006
All
stockholders are cordially invited to attend the Meeting. If you do not
expect
to be present, please sign and date the enclosed form of Proxy and return
it
promptly using the enclosed envelope. No postage is required if mailed
in the
United States. Any person giving a Proxy has the power to revoke it at
any time
prior to its exercise and if present at the Meeting may withdraw it and
vote in
person. Attendance at the Meeting is limited to stockholders, their proxies
and
invited guests of the Company.
INNODATA
ISOGEN, INC.
Three
University Plaza
Hackensack,
New Jersey 07601
PROXY
STATEMENT
This
Proxy Statement is furnished in connection with the solicitation by the
Board of
Directors of Innodata Isogen, Inc. (the "Company") of Proxies in the form
enclosed. Such Proxies will be voted at the Annual Meeting of Stockholders
of
the Company to be held at Innodata Isogen, Inc., Three University Plaza,
Hackensack, New Jersey 07601 at 11:00 A.M. on June 7, 2006 (the "Meeting")
and
at any adjournments thereof for the purposes set forth in the accompanying
Notice of Annual Meeting of Stockholders.
This
Proxy Statement and accompanying Proxy are being mailed on or about May
10, 2006
to all stockholders of record on April 11, 2006 (the "Record
Date").
Any
stockholder giving a Proxy has the power to revoke the same at any time
before
it is voted. The cost of soliciting Proxies will be borne by the Company.
The
Company has no contract or arrangement with any party in connection with
the
solicitation of Proxies. Following the mailing of the Proxy materials,
solicitation of Proxies may be made by officers and employees of the Company
by
mail, telephone, facsimile, electronic communication or personal interview.
Properly executed Proxies will be voted in accordance with instructions
given by
stockholders at the places provided for such purpose in the accompanying
Proxy.
Unless contrary instructions are given by stockholders, persons named in
the
Proxy intend to vote the shares represented by such Proxies for
the
election of the four nominees for director named herein, and for
the
selection of Grant Thornton LLP as independent auditors. The current members
of
the Board of Directors presently hold voting authority for Common Stock
representing an aggregate of 178,984 votes, or approximately 1% of the
total
number of votes eligible to be cast at the Annual Meeting. The members
of the
Board of Directors have indicated their intention to vote affirmatively
on all
of the proposals.
VOTING
SECURITIES
Stockholders
of record as of the close of business on the Record Date will be entitled
to
notice of, and to vote at, the Meeting or any adjournments thereof. On
the
Record Date there were 24,086,603 outstanding shares of common stock, par
value
$.01 per share (the "Common Stock"). Each holder of Common Stock is entitled
to
one vote for each share held by such holder. The presence, in person or
by
Proxy, of the holders of a majority of the outstanding shares of Common
Stock is
necessary to constitute a quorum at the Meeting. Proxies submitted which
contain
abstentions or broker non-votes will be deemed present at the Meeting in
determining the presence of a quorum.
1
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth, as of March 31, 2006, certain information regarding
the beneficial ownership (as defined in Rule 13d-3 under the Securities
Exchange
Act of 1934) of the Company's Common Stock based upon the most recent
information available to the Company for (i) each person known by the Company
to
own beneficially more than five (5%) percent of the Company's outstanding
Common
Stock, (ii) each Director and nominee for Director of the Company, (iii)
each of
the Company’s Executive Officers, and (iv) all Executive Officers and Directors
of the Company as a group. Unless otherwise indicated, each stockholder's
address is c/o the Company, Three University Plaza, Hackensack, New Jersey
07601.
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Shares
Owned Beneficially (1)
|
||||||||
|
Name
and Address of
Beneficial
Owner
|
Amount
and Nature
of
Beneficial
Ownership
|
Percent
of Class
|
||||||
|
Directors:
|
||||||||
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Jack
S. Abuhoff (2)
|
2,812,644
|
10.5
|
%
|
|||||
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Haig
S. Bagerdjian (3)
|
105,500
|
*
|
||||||
|
John
R. Marozsan (4)
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95,000
|
*
|
||||||
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Louise
C. Forlenza (5)
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57,500
|
*
|
||||||
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Named
Executive Officers:
|
||||||||
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Stephen
J. Agress (6)
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652,842
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2.7
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%
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|||||
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George
R. Kondrach (7)
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426,275
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1.7
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%
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|||||
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Steven
L. Ford (8)
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250,000
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1.0
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%
|
|||||
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All
Executive Officers and Directors as a Group (7 persons)
(9)
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4,399,761
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15.7
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%
|
|||||
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Known
Beneficial Holders of More Than 5%:
|
||||||||
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Todd
H. Solomon
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2,295,160
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9.5
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%
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|||||
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Elliot
Rose Asset Management
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1,657,804
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6.9
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%
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|||||
________________________
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*
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Less
than 1%.
|
|
1.
|
Unless
otherwise indicated, (i) each person has sole investment and
voting power
with respect to the shares indicated and (ii) the shares indicated
are
currently outstanding shares. For purposes of this table, a person
or
group of persons is deemed to have "beneficial ownership" of
any shares as
of a given date which such person has the right to acquire within
60 days
after such date. For purposes of computing the percentage of
outstanding
shares held by each person or group of persons named above on
a given
date, any security which such person or persons has the right
to acquire
within 60 days after such date is deemed to be outstanding for
the purpose
of computing the percentage ownership of such person or persons,
but is
not deemed to be outstanding for the purpose of computing the
percentage
ownership of any other person. Subject to the foregoing, the
percentages
are calculated based on 24,086,603 shares outstanding.
|
|
2.
|
Includes
currently exercisable options to purchase 2,646,660 shares of
Common
Stock.
|
|
3.
|
Includes
currently exercisable options to purchase 95,000 shares of Common
Stock.
|
2
|
4.
|
Represents
currently exercisable options to purchase 95,000 shares of Common
Stock.
|
|
5.
|
Includes
currently exercisable options to purchase 55,000 shares of Common
Stock.
|
|
6.
|
Includes
(i) currently exercisable options held by Mr. Agress to purchase
338,000
shares of Common Stock and (ii) currently exercisable options
held by his
wife to purchase 106,000 shares of Common Stock. Mr. Agress disclaims
any
beneficial ownership in the shares issuable upon the exercise
of options
held by his wife.
|
|
7.
|
Includes
currently exercisable options to purchase 385,000 shares of Common
Stock.
|
|
8.
|
Represents
currently exercisable options to purchase 250,000 shares of Common
Stock.
|
|
9.
|
Includes
currently exercisable options to purchase 3,970,660 shares of
Common
Stock.
|
3
ITEM
I. ELECTION OF DIRECTORS
It
is the
intention of the persons named in the enclosed form of Proxy, unless such
form
of Proxy specifies otherwise, to nominate and to vote the shares represented
by
such Proxy for
the
election as Directors of Jack S. Abuhoff, Haig S. Bagerdjian, Louise
C. Forlenza, and John R. Marozsan, to hold office until the next Annual
Meeting
of Stockholders or until their respective successors shall have been duly
elected and qualified. Each
of
the nominees named below currently serves as a Director of the Company
and each
was elected at the Annual Meeting of Stockholders held on June 7, 2005.
The
Company has no reason to believe that any of the nominees will become
unavailable to serve as Director for any reason before the Annual Meeting.
However, in the event that any of them shall become unavailable, each of
the
persons designated as proxy reserves the right to substitute another person
of
his or her choice when voting at the Annual Meeting.
|
Name
|
Age
|
Position
|
||
|
Jack
S. Abuhoff
|
45
|
Chairman
of the Board of Directors, Chief Executive Officer and
President
|
||
|
Haig
S. Bagerdjian
|
49
|
Director
|
||
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Louise
C. Forlenza
|
56
|
Director
|
||
|
John
R. Marozsan
|
64
|
Director
|
Jack
S. Abuhoff
has been
President and Chief Executive Officer of the Company since September 15,
1997,
and a director of the Company since its founding in 1988. Mr. Abuhoff has
been
the Chairman of the Company’s Board of Directors since May 2001. From 1995 to
1997 he was Chief Operating Officer of Charles River Corporation, an
international systems integration and outsourcing firm. From 1992 to 1994,
Mr.
Abuhoff was employed by Chadbourne & Parke, LLP, in connection with its
joint venture with Goldman Sachs to develop capital projects in China.
He
practiced international corporate law at White & Case LLP from 1986 to 1992.
Mr. Abuhoff holds an A.B. degree in English from Columbia College (1983)
and a
J.D. degree from Harvard Law School (1986).
Haig
S. Bagerdjian
has
served as one of the Company’s directors since June 2001. He
has
also been Chairman of the Board of Point.360 (Nasdaq: PTSX), a provider
of video
and film asset management services to owners, producers and distributors
of
entertainment and advertising content, since September 2001. From 1991
to 2002,
Mr. Bagerdjian served in various executive management positions at Syncor
International Corporation (Nasdaq: SCOR), an international provider of
high-technology healthcare services primarily for radiopharmacy and medical
imaging segments of the healthcare industry, including Executive Vice President,
President and Chief Executive Officer of Syncor Overseas, Ltd., Chairman
and
Chief Executive Officer of Syncor Pharmaceuticals, Inc., Chief Legal Officer,
and Senior Vice President, Business Development. Mr. Bagerdjian also served
as a
director of Advanced Machine Vision Corporation (Nasdaq: AMVC) from 1997
until
2001.
Mr.
Bagerdjian received a B.A. degree in International Relations and Slavic
Languages and Literature, and Certificates in Russian Studies, Strategic
Defense
and National Security, from the University of Southern California (1983),
and a
J.D. degree from Harvard Law School (1986). He is admitted to the State
Bar of
California.
4
Louise
C. Forlenza
has
served as one of the Company’s directors since October 2002. From 1994 to the
present, Ms. Forlenza has been providing audit consultancy, management
advisory,
and tax planning services to a diverse group of corporate clients. From
1987
through 1992, she was the Chief Financial Officer and Chief Operating Officer
of
Intercontinental Exchange Partners, an international foreign exchange company,
and served as a director and as chair of its International Audit Committee.
Prior to joining Intercontinental, Ms. Forlenza was Chief Financial Officer
of
Bierbaum-Martin, a foreign exchange firm. Ms. Forlenza participates actively
in
various not-for-profit and philanthropic organizations including as benefit
chair for Greenwich Hospital and as Director and Treasurer of The Acting
Company, a New York City-based promoter of arts and literacy founded in
1972 by
actor John Houseman. Ms. Forlenza also serves on the executive, compensation
and
finance committees of The Acting Company. She is a certified public accountant
and served on the faculty of the accounting department of Iona College
from 1981
to 1982. Ms. Forlenza received a B.B.A. degree in Accounting from Iona
College
(1971).
John
R. Marozsan
has
served as one of the Company’s directors since June 2001. In 1999, Mr. Marozsan
retired as President, Chief Executive Officer and as a member of the Executive
Committee of CCH Incorporated, a leading provider of tax and business law
information. He was a member of the board of directors of Wolters Kluwer
U.S.,
of which CCH is a wholly-owned subsidiary, until June 1999. From 1986 until
joining CCH in 1996, Mr. Marozsan was President and Chief Executive Officer
of
Aspen Publishers, Inc., also a Wolters Kluwer U.S. company. Before that, he
spent 10 years in a number of management positions at Aspen Publishers,
Inc.,
including Editor-in-Chief and Publisher. Mr. Marozsan received a B.S. degree
in
physics from Trenton State College (1967), and an M.A. degree from Harvard
University (1970).
There
are
no family relationships between or among any Directors of the Company.
Directors
are elected to serve until the next annual meeting of stockholders and
until
their successors are elected and qualified.
Independent
Directors
The
Board
of Directors is currently comprised of four (4) members, of which three
(3) are
classified as “independent” as defined in the Nasdaq National Market’s
Marketplace Rule 4200. The independent Directors comprise a majority of
the
Board. The three independent Directors are Haig S. Bagerdjian, Louise C.
Forlenza, and John R. Marozsan.
Meetings
of the Board of Directors
The
Board
of Directors meets throughout the year on a set schedule. The Board of
Directors
also holds special meetings and acts by unanimous written consent from
time to
time as appropriate. The Board of Directors held seven meetings during
the year
ended December 31, 2005. Each Director attended at least (i) 75% of all
of the
meetings of the Board of Directors held during the period and (ii) 75%
of the
meetings of each committee on which he or she served. The Company does
not have
a policy requiring incumbent Directors and Director nominees to attend
the
Company’s annual meeting of stockholders. One incumbent Director attended last
year’s annual meeting.
5
The
Board
of Directors meets in executive sessions without management, as needed,
during
or immediately following its regularly scheduled meetings. The Board of
Directors also schedules executive sessions during the year for the independent
Directors only.
Committees
of the Board of Directors
The
Company has a separately designated standing Audit Committee established
in
accordance with Section 3(a)(58)(A) of the Exchange Act. Serving on the
Committee are Messrs. Marozsan and Bagerdjian and Ms. Forlenza. The Board
of
Directors has determined that it has an audit committee financial expert
serving
on the audit committee, Ms. Forlenza. Ms. Forlenza is an independent Director
as
defined in Item 7(d)(3)(iv) of Schedule 14A. The functions of the Audit
Committee are, among other things, to make recommendations concerning the
selection each year of independent auditors of the Company, to review the
effectiveness of the Company's internal accounting methods and procedures,
to
consider whether the Company's principal accountant’s provision of non-audit
services is compatible with maintaining the principal accountant’s independence
and to determine through discussions with the independent auditors whether
any
instructions or limitations have been placed upon them in connection with
the
scope of their audit or its implementation. To carry out its responsibilities,
the Audit Committee met eight times during fiscal 2005. The Board of Directors
has determined that the members of the Audit Committee are "independent"
as
defined in the Nasdaq National Market’s Marketplace Rule 4200.
The
Company has a standing Compensation Committee comprised of Messrs. Bagerdjian
and Marozsan and Ms. Forlenza. The function of the Compensation Committee
is to
discharge the responsibilities of the Board of Directors regarding executive
compensation, including determining the compensation packages of the Company’s
Executive Officers, including its Chief Executive Officer. To carry out
its
responsibilities, the Compensation Committee met eight times during fiscal
2005.
The Board of Directors has determined that the members of the Compensation
Committee are "independent" as defined in the Nasdaq National Market’s
Marketplace Rule 4200.
The
Company does not have a standing Nominating Committee. Due to the size
of the
Company and the resulting efficiency of a Board of Directors that is also
limited in size, as well as the minimal turnover in the Company’s Board of
Directors, the Board of Directors has determined that it is not necessary
or
appropriate at this time to establish a separate Nominating Committee.
Potential
candidates for Director are reviewed by the entire Board of Directors,
and
Director nominees are selected by Board of Director resolutions subject
to the
approval of a majority of the independent Directors. All of the nominees
recommended for election to the Board of Directors at the Annual Meetings
are
directors standing for re-election. Although the Board of Directors has
not
established any minimum qualifications for Director candidates, when considering
potential Director candidates, the Board of Directors considers the candidate's
character, judgment, diversity, skills, including financial literacy, and
experience in the context of the needs of the Company and the Board of
Directors. In 2005 the Company did not pay any fees to any third party
to assist
in identifying or evaluating potential nominees.
6
The
Company's By-laws include a procedure whereby its stockholders can nominate
Director candidates, as more fully described below under “Stockholder Proposals
for the 2007 Annual Meeting.” The Board of Directors will consider Director
candidates recommended by the Company's stockholders in a similar manner
as
those recommended by members of management or other Directors, provided
the
stockholder submitting such nomination has complied with the procedures
set
forth in its By-laws. To date, the Company has not received any recommended
nominees from any non-management stockholder or group of stockholders that
beneficially owns five percent or more of its voting stock.
REPORT
OF THE AUDIT COMMITTEE
The
following report of the Audit Committee does not constitute soliciting
material
and should not be deemed filed or incorporated by reference into any other
Company filing under the Securities Act of 1933 or the Securities Exchange
Act
of 1934, except to the extent the Company specifically incorporates this
Report
by reference therein.
The
responsibilities of the Audit Committee, which are set forth in the Audit
Committee Charter, include providing oversight to the Company’s financial
reporting process through periodic meetings with the Company’s independent
accountants and management to review accounting, auditing, internal controls
and
financial reporting matters. The Audit Committee is also responsible for
the
appointment, compensation and oversight of the Company’s independent auditors.
The management of the Company is responsible for the preparation and integrity
of the financial reporting information and related systems of internal
controls.
The Audit Committee, in carrying out its role, relies on the Company’s senior
management, including senior financial management, and its independent
accountants.
The
Audit
Committee has implemented procedures to ensure that during the course of
each
fiscal year it devotes the attention that it deems necessary or appropriate
to
each of the matters assigned to it under the Audit Committee's charter.
To carry
out its responsibilities, the Audit Committee met eight times during fiscal
2005.
The
primary purpose of the Audit Committee is to assist the Board of Directors
in
fulfilling its oversight responsibilities relating to the quality and integrity
of the Company's financial reports and financial reporting processes and
systems
of internal controls. Management of the Company has primary responsibility
for
the Company's financial statements and the overall reporting process, including
maintenance of the Company's system of internal controls. The Company retains
independent auditors who are responsible for conducting an independent
audit of
the Company's financial statements, in accordance with standards of the
Public
Company Accounting Oversight Board (United States), and issuing a report
thereon.
7
In
performing its duties, the Audit Committee has reviewed and discussed the
audited financial statements with management and the Company's independent
auditors. The Audit Committee has also discussed with the Company’s independent
auditors, the matters required to be discussed by Statement of Auditing
Standards (“SAS”) No. 61, “Communications with Audit Committee.” SAS No. 61
requires the independent auditors to provide the Audit Committee with additional
information regarding the scope and results of their audit of the Company’s
financial statements, including with respect to (i) their responsibility
under
auditing standards of the Public Company Oversight Board (United States),
(ii)
significant accounting policies, (iii) management judgments and estimates,
(iv)
any significant audit adjustments, (v) any disagreements with management,
and
(vi) any difficulties encountered in performing the audit. In
addition, the Audit Committee received written disclosures and the letter
from
the independent auditors required by Independence Standards Board Statement
No.
1, "Independence Discussions with Audit Committees". The independent auditors
have discussed its independence with the Audit Committee, and have confirmed
to
the Audit Committee that, in its professional judgment, it is independent
of the
Company within the meaning of the federal securities laws.
On
the
basis of the foregoing reviews and discussions, the Audit Committee recommended
to the Board of Directors that the audited financial statements be included
in
the Company's Annual Report on Form 10-K for the fiscal year ended December
31, 2005, for filing with the Securities and Exchange Commission. The Audit
Committee has also recommended, subject to shareholder approval, the selection
of the Company's independent auditors.
Audit
Committee
John
R.
Marozsan - Chairman
Haig
S.
Bagerdjian
Louise
C.
Forlenza
Fiscal
2005 and 2004 Accounting Firm Fee Summary
Set
forth
below is certain information concerning fees billed to the Company by Grant
Thornton LLP and its international affiliates in respect of services provided
for 2005 and 2004. The Audit Committee has determined that the provision
of all
services is compatible with maintaining the independence of Grant Thornton
LLP.
Audit
Fees.
Grant
Thornton LLP and its international affiliates billed the Company aggregate
fees
of approximately $223,000 for professional services rendered for (1) the
audit
of the annual financial statements for 2005, (2) the reviews of the financial
statements included in reports on Form 10-Q for periods within 2005 and
(3)
related regulatory filings for periods within 2005; and approximately $260,000
for professional services rendered for (1) the audit of the annual financial
statements for 2004, (2) the reviews of the financial statements included
in
reports on Form 10-Q for periods within 2004 and (3) related regulatory
filings
for periods within 2004.
8
Audit
Related Fees.
Grant
Thornton LLP and its international affiliates billed the Company aggregate
fees
of approximately $48,000 and $11,000 for audit related services rendered
in 2005
and 2004, respectively.
Tax
Fees. Grant
Thornton LLP and its international affiliates billed the Company aggregate
fees
of approximately $5,000 and $16,000 for tax related services rendered in
2005
and 2004 respectively.
Other
Fees.
Grant
Thornton LLP and its international affiliates did not provide any other
services
to the Company in 2005 or 2004.
Audit
Committee Pre-Approval Policy.
All
audit, audit-related services, tax services and other services provided
by Grant
Thornton LLP must be pre-approved by the Audit Committee. The Audit Committee
may delegate to its Chair the authority to pre-approve otherwise permissible
non-audit services, provided that any decision made pursuant to such delegation
must be presented to the full Audit Committee for informational purposes
at its
next scheduled meeting.
Compliance
with Section 16(a) of the Exchange Act
Section 16(a)
of the Securities Exchange Act of 1934 requires the Company’s Directors, certain
of its officers, and any person owning more than ten percent of the Company’s
securities to file reports of ownership and changes of ownership with the
Securities and Exchange Commission. The Company has procedures in place
to
assist its Directors and officers in preparing and filing these reports
on a
timely basis. Based solely on a review of the forms filed, upon our records,
and
upon representations furnished by the Company’s officers, Directors and
ten-percent holders that no Form 5 were required, the Company
believes that during the period from January 1, 2005 through December 31,
2005
all officers, Directors and greater than ten-percent beneficial owners
complied
with Section 16(a) filing requirements, except that one Form 4 filed on
behalf
of Mr. Todd Solomon for an exercise of stock options and a series of sales
on
the same day was filed one day late.
Stockholders
Communications with the Board of Directors
Generally,
stockholders who have questions or concerns regarding the Company should
contact
our Investor Relations department at 201-488-1200. However, stockholders
may
communicate with the Board of Directors by sending a letter to: Board of
Directors of Innodata Isogen, Inc., c/o Corporate Secretary, 3 University
Plaza, Hackensack, New Jersey 07601. Any communications must contain a
clear
notation indicating that it is a "Stockholder—Board Communication" or a
"Stockholder—Director Communication" and must identify the author as a
stockholder. The office of the Corporate Secretary will receive the
correspondence and forward appropriate correspondence to the Chairman of
the
Board or to any individual Director or Directors to whom the communication
is
directed. The Company reserves the right not to forward to the Board of
Directors any communication that is hostile, threatening, illegal, does
not
reasonably relate to the Company or its business, or is similarly inappropriate.
The office of the Corporate Secretary has authority to discard or disregard
any
inappropriate communication or to take any other action that it deems to
be
appropriate with respect to any inappropriate communications.
9
EXECUTIVE
OFFICERS
Set
forth
below is information concerning the Executive Officers who are not Directors.
|
Name
|
Age
|
Position
|
||
|
Steven
L. Ford
|
54
|
Executive
Vice President and Chief Financial Officer
|
||
|
George
R. Kondrach
|
53
|
Executive
Vice President
|
||
|
Stephen
J. Agress
|
44
|
Vice
President - Finance and Chief Accounting
Officer
|
Steven
L. Ford has
been
the Company’s Executive Vice President and Chief Financial Officer since
December 2005. Before that he served as 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. Mr. Ford 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).
George
R. Kondrach
has been
the Company’s Executive Vice President since May 2003. From December 2001 to May
2003, he served as President of Isogen International, LLC, a wholly-owned
subsidiary of the Company. Mr. Kondrach, who in 1991 co-founded Isogen
International, served as its Chairman until April 1999, when it was acquired
by
DataChannel, Inc. From 1999 until the Company acquired the Isogen International
division of DataChannel, Inc. in December 2001, Mr. Kondrach served in
various
executive management capacities at DataChannel, Inc., most recently as
Senior
Vice President of Solutions Architecture. Mr. Kondrach holds a B.S. degree
in
biology from Southern Methodist University (1975).
Stephen
J. Agress
has been
the Company’s Vice President - Finance and Chief Accounting Officer since March
1998. Before that, he served as Corporate Controller since joining the
Company
in August 1995. Mr. Agress is a certified public accountant and was a senior
audit manager at Deloitte & Touche LLP for more than five years prior to his
resignation in 1995. Mr. Agress holds a B.S. degree in accounting from
Yeshiva
University (1982).
The
Company’s Executive Officers are elected by and serve at the discretion of our
Board of Directors. There are no family relationships between or among
any of
the Company’s Executive Officers. Stephen Agress, the Company’s Vice
President-Finance and Chief Accounting Officer, is the husband of the Company’s
Vice President and General Counsel, who is not an Executive
Officer.
10
EXECUTIVE
AND DIRECTOR COMPENSATION
The
following table sets forth information with respect to compensation paid
by the
Company for services to the Company during the three fiscal years ended
December
31, 2005 to the Chief Executive Officer and to all other Executive Officers
whose total annual salary and bonuses exceeded $100,000 in
2005.
SUMMARY
COMPENSATION TABLE
|
Annual
Compensation
|
||||||||||||||
|
|
Calendar
|
Stock
Options
|
||||||||||||
|
Name
and Position
|
Year
|
Salary
|
Bonus
|
Awarded
|
||||||||||
|
Jack
S. Abuhoff
Chairman
of the Board of
Directors,
Chief Executive
|
2005
|
$369,000
|
-
|
80,000;
100,000 (a);
220,000
(b); 770,000 (c
|
)
|
|||||||||
|
Officer
and President
|
2004
|
355,650
|
$284,520
|
100,000
|
||||||||||
|
2003
|
315,600
|
63,120
|
337,500
(e
|
)
|
||||||||||
|
George
R. Kondrach
|
2005
|
$250,000
|
-
|
35,000;
200,000 (a
|
)
|
|||||||||
|
Executive
Vice President
|
2004
|
250,000
|
$86,250
|
-
|
||||||||||
|
2003
|
216,667
|
68,333
|
200,000
|
|||||||||||
|
Stephen
J. Agress
Vice
President- Finance and
|
2005
|
$200,000
|
-
|
30,000;
40,000 (a);
100,000
(d
|
)
|
|||||||||
|
Chief
Accounting Officer
|
2004
|
184,900
|
$88,421
|
-
|
||||||||||
|
2003
|
169,000
|
25,350
|
168,000
(e);
40,000
|
|||||||||||
|
(a)
|
Represents
options granted in prior years for which the Company accelerated
the
vesting of the option.
|
|
(b)
|
Represents
options granted in prior years for which the initial exercise
price was
changed, and the expiration date was extended so that the option
will
expire as to 44,000 shares on each of the 5 years commencing
2009 and
ending 2013.
|
|
(c)
|
Represents
options granted in prior years for which the initial exercise
price was
changed, and the expiration date was extended so that the option
will
expire as to 154,000 shares on each of the 4 years commencing
2009 and
ending 2012, and as to 154,000 shares in 2014.
|
|
(d)
|
Represents
options granted in prior years for which the initial exercise
price was
changed, and the expiration date was extended so that the option
will
expire as to 20,000 shares on each of the 5 years commencing
2009 and
ending 2013.
|
|
(e)
|
Represents
options granted in prior years for which the expiration date
was extended
for 10 years.
|
11
The
above
compensation does not include certain other personal benefits, the total
value
of which does not exceed as to any Executive Officer, the lesser of $50,000
or
10% of such person's total annual salary and bonus. The Company has not
granted
any stock appreciation rights nor does it have any “long-term incentive plans,”
other than its stock option plans.
OPTION
GRANTS IN LAST FISCAL YEAR
Individual
Grants
|
Potential
Realized
|
|||||||||||||||||||
|
Number
of
|
Value
at Assumed
|
||||||||||||||||||
|
Securities
|
Percent
of
|
Annual
Rates of
|
|||||||||||||||||
|
Underlying
|
Total
Options
|
Exercise
|
Stock
Appreciation
|
||||||||||||||||
|
Options
|
Granted
to Employees
|
Price
|
Expiration
|
For
Option Term
|
|||||||||||||||
|
Name
|
Granted
|
In
Fiscal Year
|
Per
Share
|
Date
|
5%
|
10%
|
|||||||||||||
|
Jack
S. Abuhoff
|
80,000
|
10%
|
|
|
$3.46
|
12/30/2015
|
174,078
|
441,148
|
|||||||||||
|
Steven
L. Ford
|
250,000
|
32%
|
|
|
$3.28
|
12/21/2015
|
515,694
|
1,306,869
|
|||||||||||
|
George
R. Kondrach
|
35,000
|
4%
|
|
|
$3.46
|
12/30/2015
|
76,159
|
193,002
|
|||||||||||
|
Stephen
J. Agress
|
30,000
|
4%
|
|
|
$3.46
|
12/30/2015
|
65,279
|
165,430
|
|||||||||||
AGGREGATE
OPTION EXERCISES IN LAST FISCAL YEAR;
FISCAL
YEAR END OPTION VALUES
|
|
|
|
|||||||||||
|
Shares
Acquired
|
Value
|
Number
of Unexercised
Options
at Fiscal Year End
|
Value
of Unexercised In-the-
Money
Options at Fiscal Year End
|
||||||||||
|
Name
|
on
Exercise
|
Realized
|
Exercisable/Unexercisable
|
Exercisable/Unexercisable
|
|||||||||
|
Jack
S. Abuhoff
|
30,000
|
|
$42,600
|
2,646,660/-
|
4,888,350/-
|
||||||||
|
Steven
L. Ford
|
-
|
-
|
250,000/-
|
45,000/-
|
|||||||||
|
George
R. Kondrach
|
-
|
-
|
372,484/12,516
|
22,000/-
|
|||||||||
|
Stephen
J. Agress
|
-
|
-
|
438,000/-
|
576,440/-
|
|||||||||
Employment
Agreements
On
January 1, 2004, the Company entered into a four year employment agreement
with
Mr. George Kondrach to serve as Executive Vice President of the Company.
Mr.
Kondrach’s employment agreement automatically renews for an additional one year
period unless the Company either provides a notice of non-renewal by June
30,
2008 or offers a reasonably comparable employment agreement to be effective
immediately following the end of the term of the current employment agreement.
Pursuant to the agreement, Mr. Kondrach will be compensated at a rate of
$250,000 per annum for the first year, subject to annual review for
discretionary annual increases thereafter, and will be eligible to receive
annual incentive compensation, and annual option grants as determined
by the Compensation Committee of the Board of Directors in its discretion.
The
Agreement also provides for insurance and other fringe benefits, and contains
confidentiality and non-compete provisions. In the event Mr. Kondrach
is
terminated without cause (as defined), Mr. Kondrach
is
entitled to receive payments in an amount equal to his then base salary
and the
continuation of his fringe benefits (as defined) for the 12-month period
following the date of his termination. Mr. Kondrach
is
entitled to receive payments in an amount equal to his then base salary
and the
continuation of his fringe benefits (as defined) for the 6 month period
following the expiration of the term of his employment agreement in the
event
his employment agreement is not automatically renewed. The Agreement also
provides for potential tax gross-up payments in respect of excise taxes
that may
be imposed on Mr. Kondrach
under
Section 4999 of the Internal Revenue Code.
12
On
December 22, 2005, the Company entered into a three year employment agreement
with Mr. Steven Ford to serve as Executive Vice President and Chief Financial
Officer. Mr. Ford’s employment agreement automatically renews for one year
periods unless the Company either provides a notice of non-renewal by June
30 of
the then current term or the Company and Mr. Ford execute a new employment
agreement prior to the end of the then current term. The
Agreement provides for annual base compensation of $300,000 per
annum, subject to annual review for discretionary annual increases,
and
additional short term incentive compensation for each calendar year as
determined by the Compensation Committee of the Board of Directors in its
discretion and conditioned on the attainment of certain quantitative objectives
to be established by the Compensation Committee with a target bonus of
not less
than 30% of Mr. Ford’s
base
salary for the year. The Agreement also provides for insurance and other
fringe
benefits, and contains confidentiality and non-compete and non-interference
provisions. In the event Mr. Ford
is
terminated without cause (as defined), Mr. Ford
is
entitled to receive payments in an amount equal to his then base salary
for (i)
six (6) months following the date of termination if the termination occurs
prior
to the one (1) year anniversary of employment; or (ii) twelve (12) months
following the date of termination if the termination occurs on or after
the one
(1) year anniversary of employment (twenty four (24) months in the event
of a
termination without Cause within twelve (12) months of a Change in Control
(as
defined)). The Agreement also provides, that in the event that any portion
of
any severance payment payable under his employment agreement constitutes
an
"excess parachute payment" within the meaning of Section 280G of the Internal
Revenue Code (the "Code"), then the Company shall pay Mr. Ford an additional
gross-up payment to reimburse Mr. Ford on an after tax basis for any excise
tax
imposed on such payments under Section 4999 of the Code.
On
April
26, 2006, the Company and Mr. Jack S. Abuhoff, the Chief Executive Officer
and
President of the Company, executed a three year employment agreement with
an
effective date of February 1, 2006. The Agreement provides for: annual
base
compensation of $369,000 subject to cost of living adjustments and annual
discretionary increases as determined by the Company’s Board of Directors;
additional cash incentive or bonus compensation for each calendar year
determined by the Compensation Committee of the Board of Directors in its
discretion and conditioned on the attainment of certain quantitative objectives
to be established by the Compensation Committee with a target bonus of
not less
than 50% of Mr. Abuhoff’s base salary for the year; and equity based incentive
compensation in such amounts as shall be determined by the Compensation
Committee, which, if granted, shall have an exercise price equal to the
fair
market value of the shares at the time of the grant. The Agreement also
provides
for insurance and other fringe benefits, and contains confidentiality and
non-compete and non-interference provisions. In the event Mr. Abuhoff is
terminated without cause (as defined) or, if upon expiration of the term
of the
Agreement the Company does not offer to enter into a successor agreement
on
substantially similar terms, Mr. Abuhoff is entitled to receive payments
in an
amount equal to the greater of (i) his then base salary for 24 months or
(ii)
the number of months remaining in the term of the Agreement; the continuation
of
his health, life, disability and non-qualified retirement plan benefits
for the
greater of (i) 24 months or (ii) the number of months remaining in the
term of
the Agreement; twice Mr. Abuhoff’s then bonus target; and the removal of any
vesting, transfer, lock up, performance or other restrictions or requirements
on
his stock options or other equity based compensation. In the event Mr.
Abuhoff
resigns after the 6 month anniversary of a change of control (as defined),
Mr.
Abuhoff is entitled receive severance payments in an amount equal to the
greater
of (i) his then base salary for 36 months or (ii) the number of months
remaining
in the term of the Agreement; the continuation of his health, life, disability
and non-qualified retirement plan benefits for the greater of (i) 36 months
or
(ii) the number of months remaining in the term of the Agreement; three
times
his then bonus target; and the removal of any vesting, transfer, lock up,
performance or other restrictions or requirements on his stock options
or other
equity based compensation. The Agreement also provides for potential tax
gross-up payments in respect of income taxes and penalties that may be
imposed
on Mr. Abuhoff under Section 409A of the Internal Revenue Code, and in
respect
of excise taxes and penalties that may be imposed on Mr. Abuhoff under
Section
4999 of the Internal Revenue Code.
13
Directors
Compensation
Messrs.
Bagerdjian and Marozsan and Ms. Forlenza are compensated at the rate of
$1,250
per month, plus out-of-pocket expenses for each Board of Directors meeting
they
attend.
Dr.
Charles F. Goldfarb was compensated at a rate of $1,250 per month, plus
out-of-pocket expenses for each Board of Directors meeting he attended.
Payment
of Director fees to Dr. Goldfarb ceased effective June 7, 2005, when his
services as a Director terminated. Dr. Goldfarb also received $750 per
month for
additional services he rendered to the Company between January 1, 2005
and June
30, 2005, and $2,000 per month for additional services he rendered to the
Company between July 1, 2005 and September 30, 2005.
The
Company had an arrangement with Mr. Todd Solomon, its former President
and Chief
Executive Officer, that provided for a salary of $75,000 per annum. Payments
to
Mr. Solomon ceased effective December 21, 2005 when Mr. Solomon resigned
as
Director and Vice Chairman of the Company, and terminated his arrangement
with
the Company that provided for a salary to him of $75,000 per annum.
The
Directors do not receive any compensation for serving on a Committee of
the
Board of Directors.
Compensation
Committee Interlocks and Insider Participation
In
2005
the Compensation Committee was comprised of Messrs. Bagerdjian and Marozsan
and
Ms. Forlenza, none of whom are or were officers or employees of the Company.
REPORT
OF THE EXECUTIVE COMPENSATION COMMITTEE
The
Executive Compensation Committee (the “Committee”) sets and administers the
policies governing annual compensation of the Chief Executive Officer and
the
other Executive Officers. The Committee consists of three directors who
meet the
independence requirements of the Nasdaq Stock Market. The Committee acts
under a
charter that was approved by the full Board of Directors on December 16,
2002.
The Committee met eight times in 2005.
Compensation
Principles
The
Committee seeks to establish an appropriate relationship between executive
compensation and the creation of shareholder value. To achieve this goal,
the
Company’s executive compensation consists of a combination of annual salary,
bonuses based upon targeted financial goals, and stock-based
incentives.
14
The
Committee determines compensation annually by considering (a) the level
of
compensation necessary to attract and retain executive talent in light
of
compensation paid by peer companies and the overall competitive environment,
(b)
Company performance, both separately and in relation to similar companies,
(c)
individual performance, (d) historical compensation levels and stock awards
at
the Company, (e) recommendations by an independent compensation consulting
firm,
and (f) any other factors the Committee may deem relevant. The Committee
also
considers the recommendations of the Chief Executive Officer on compensation
for
other Executive Officers.
Base
Salary
The
Company provides competitive base salaries that allow it to attract and
retain a
high performing leadership team. Base salaries for Executive Officers are
determined based on an assessment of the factors set forth above under
Compensation Principles.
In
2005,
the Compensation Committee made no changes in Base Salaries payable to
Named
Executive Officers including the Chief Executive Officer, other than an
increase
in salary for the Vice President, Finance. The Base salary paid to these
officers in 2005 is set out in the “Summary Compensation” table.
Annual
Bonuses
Based
on
an assessment of the factors set forth under Compensation Principles, the
Compensation Committee determined that no bonuses were to be awarded for
2005 to
the Company’s Named Executive Officers, including the Chief Executive
Officer.
Stock-Based
Incentives
The
Company uses stock option grants as the primary vehicle for employee stock-based
incentives. The Committee believes stock options align the Executives Officers’
interests with those of stockholders in building share value, offer Executive
Officers an incentive for the achievement of superior performance over
time, and
foster the retention of key management personnel. The Committee typically
grants
stock options on an annual basis, and occasionally makes supplemental grants.
Stock options have an exercise price equal to current market price at time
of
grant. The number of stock options the Committee awards each Executive
Officer
is based on his or her relative position, responsibilities and performance
over
the previous fiscal year and his or her anticipated future performance,
potential and responsibilities. The Committee also reviews and considers
prior
stock option grants to each Executive Officer. The size of stock option
grants
is not directly related to the Company’s performance. The Committee also uses
data on stock options granted by companies that are comparable by industry
and
revenue, and takes into consideration recommendations asserted by an independent
compensation consulting firm.
The
Committee reviews and occasionally recommends changes in the exercise prices,
expiration dates and vesting schedules of prior stock option grants, and
the
imposition of restrictions on sale as a condition to certain of these changes.
15
See
“Option Grants in Last Fiscal Year” table for information on stock option grants
awarded to Named Executive Officers in 2005. See “Summary Compensation Table”
for information on changes in 2005 to the exercise prices, expiration dates
and
vesting schedules of prior stock option grants to Named Executive Officers
and
the imposition of restrictions on sale as a condition to certain of these
changes.
Chief
Executive Officer Compensation
For
2005,
the Committee determined the salary, bonus and stock-based incentives of
the
Chief Executive Officer substantially in conformance with the policies
described
above for all Executive Officers of the Company.
See
“Option Grants in Last Fiscal Year” table for information on stock option grants
awarded to the Chief Executive Officer, in 2005. See “Summary Compensation
Table” for information on changes in 2005 to the exercise prices, expiration
dates and vesting schedules of prior stock option grants to Chief Executive
Officer, and the imposition of restrictions on sale as a condition to certain
of
these changes.
The
Chief
Executive Officer did not receive an increase in base salary or a bonus
in
calendar year 2005 based on an assessment of the factors set forth above
under
Compensation Principles.
Executive
Compensation Committee
Haig
S.
Bagerdjian, Chairman
Louise
Forlenza
John
R.
Marozsan
16
STOCK
PRICE PERFORMANCE GRAPH
The
following performance graph compares the cumulative total return (assuming
reinvestment of dividends) of an investment of $100 in Innodata Isogen,
Inc. on
January 1, 2001 through its fiscal year ended December 31, 2005, to the
Nasdaq
Market Index and the Industry Index for SIC Code 7374, Information Retrieval
Services.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
In
May
2001, the Company entered into an agreement with Mr. Barry Hertz, then
the
Chairman of the Board of Directors, pursuant to which Mr. Hertz continued
to
serve as a part-time employee of the Company at a salary of $2,000 per
month for
five years. In addition, the Company paid Mr. Hertz at that time $400,000
for
entering into a six-year non-competition agreement with the
Company.
The
Company has agreed to pay Ms. Amy Agress, Vice President and General Counsel,
$64,000 upon the termination of her employment with the Company and up
to
$64,000 during the six month period following the termination of her employment.
The Company also agreed that stock options issued to Ms. Agress will survive
the
termination of her employment. Ms. Agress is the wife of Stephen
Agress.
17
ITEM
II. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Subject
to approval by the stockholders, the Board of Directors has appointed Grant
Thornton LLP as the independent auditors to audit the financial statements
of
the Company for the fiscal year ending December 31, 2006. Grant Thornton
LLP has
served as the Company's auditors for each of the fiscal years ended since
December 31, 1997. A representative of Grant Thornton LLP is expected to
be
present at the Annual Meeting and to have the opportunity to make a statement
if
they desire to do so. A representative of Grant Thornton LLP is also expected
to
be available to respond to appropriate questions at the meeting.
In
the
event that the stockholders fail to ratify this appointment, other certified
public accountants will be considered upon recommendation of the Audit
Committee. Even if this appointment is ratified, our Board of Directors,
in its
discretion, may direct the appointment of a new independent accounting
firm at
any time during the year, if the Board believes that such a change would
be in
the best interest of the Company and its stockholders.
THE
BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR RATIFICATION OF THE APPOINTMENT
OF GRANT THORNTON LLP AS INDEPENDENT AUDITORS
VOTE
REQUIRED
Election
of Directors.
Directors will be elected at the meeting by a plurality of the votes cast
(i.e.,
the four nominees receiving the greatest number of votes will be elected
as
Directors).
Ratification
of the Appointment of Independent Auditors.
The
appointment of Grant Thornton LLP as independent auditors requires the
affirmative vote of a majority of the shares present in person or represented
by
proxy at the meeting and entitled to vote on the matter. Abstentions will
have
the same effect as a vote against such ratification, whereas broker non-votes
and shares not represented at the meeting will not be counted for purposes
of
determining whether such ratification has been approved.
18
EXPENSE
OF SOLICITATION
The
cost
of soliciting Proxies, which also includes the preparation, printing and
mailing
of the Proxy Statement, will be borne by the Company. Solicitation will
be made
by the Company primarily through the mail, but regular employees of the
Company
may solicit Proxies personally, by telephone, facsimile or electronic
communication. The Company will request brokers and nominees to obtain
voting
instructions of beneficial owners of the stock registered in their names
and
will reimburse them for any expenses incurred in connection therewith.
STOCKHOLDER
PROPOSALS FOR THE 2007 ANNUAL MEETING
Notice
Required to Include Proposals in Our Proxy Statement
We
will
review for inclusion in next year's proxy statement shareholder proposals
received by December 31, 2006. All proposals must meet the requirements
set
forth in the rules and regulations of the SEC in order to be eligible for
inclusion in the proxy statement. Proposals should be sent to Innodata
Isogen,
Inc., Three University Plaza, Hackensack, New Jersey 07601, Attention:
Corporate
Secretary.
Notice
Required to Bring Business Before an Annual Meeting
Our
by-laws establish an advance notice procedure for stockholders to make
nominations of candidates for election of director or to bring other business
before an annual meeting. Under these procedures, a stockholder that proposes
to
nominate a candidate for director or propose other business at the 2007
annual
meeting of stockholders, must give us written notice of such nomination
or
proposal not less than 60 days and not more than 90 days prior to the scheduled
date of the meeting (or, if less than 70 days' notice or prior public disclosure
of the date of the meeting is given, then not later than the 15th day following
the earlier of (i) the date such notice was mailed or (ii) the day such
public
disclosure was made). Such notice must provide certain information as specified
in our by-laws and must be received at our principal executive offices
by the
deadline specified above.
ANNUAL
REPORT ON FORM 10-K
A
copy of
the Company’s Annual Report on Form 10-K for the fiscal year ended December 31,
2005, as filed with the SEC, excluding exhibits, is being mailed to you
concurrently herewith. The exhibits to the Annual Report on Form 10-K are
available upon payment of charges that approximate our cost of reproduction
by
written request addressed to Investor Relations, Innodata Isogen, Inc.,
3
University Plaza, Hackensack. New Jersey 07601.
19
OTHER
MATTERS
The
Company knows of no items of business that are expected to be presented
for
consideration at the Annual Meeting which are not enumerated herein. However,
if
other matters properly come before the Meeting, it is intended that the
person
named in the accompanying Proxy will vote thereon in accordance with his
best
judgment.
PLEASE
DATE, SIGN AND RETURN THE PROXY CARD AT YOUR EARLIEST CONVENIENCE IN THE
ENCLOSED RETURN ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES.
A PROMPT RETURN OF YOUR PROXY CARD WILL BE APPRECIATED AS IT WILL SAVE
THE
EXPENSE OF FURTHER MAILINGS.
Hackensack,
New Jersey By
Order
of the Board of Directors
April
27,
2006
Amy
R. Agress
Vice
President, General
Counsel and Secretary
20
ANNUAL
MEETING OF STOCKHOLDERS OF
INNODATA
ISOGEN, INC.
June
7, 2006
Please
date, sign and mail your proxy card in the envelope provided as soon as
possible.
Please
detach along perforated line and mail in the envelope provided.
PLEASE
SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR
VOTE
IN BLUE OR BLACK INK AS SHOWN HERE x
1.
Election of Directors:
|
NOMINEES:
|
||
|
o
FOR ALL
NOMINEES
|
O
|
Jack
S. Abuhoff
|
|
O
|
Haig
S. Bagerdjian
|
|
|
o
WITHHOLD
AUTHORITY
|
O
|
Louise
C. Forlenza
|
|
FOR ALL NOMINEES
|
O
|
John
R. Marozsan
|
|
o
FOR ALL
EXCEPT
|
||
|
(See instructions below)
|
||
INSTRUCTION:
To
withhold authority to vote for any individual nominee(s), mark “FOR
ALL EXCEPT” and
fill
in the circle next to each nominee you wish to withhold, as shown
here:
| 2. Ratification of the selection of Grant Thornton LLP as independent auditors. |
FOR
|
AGAINST
|
ABSTAIN
|
| o | o | o |
THE
SHARES REPRESENTED BY THIS PROXY, DULY EXECUTED, WILL BE VOTED IN ACCORDANCE
WITH THE SPECIFICATIONS MADE. IF NO SPECIFICATION IS MADE, THE SHARES
REPRESENTED BY THIS PROXY WILL BE VOTED IN FAVOR OF EACH OF THE ABOVE NOMINEES,
FOR SELECTION OF GRANT THORNTON LLP AS INDEPENDENT AUDITORS, AND FOR SUCH
OTHER
MATTERS AS MAY PROPERLY COME BEFORE THE MEETING AS THE PROXYHOLDERS DEEM
ADVISABLE.
TO
ASSURE YOUR REPRESENTATION AT THE ANNUAL MEETING, PLEASE MARK, SIGN AND
DATE
THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.
To
change
the address on your account, please check the box at right and indicate
your new
address in the address space above. Please note that changes to the registered
name(s) on the account may not be submitted via this method.
|
Signature
of Stockholder
|
Date:
|
Signature
of Stockholder
|
Date: | ||||
|
Note:
|
Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. | ||||||
INNODATA
ISOGEN, INC.
ANNUAL
MEETING OF STOCKHOLDERS
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The
undersigned Stockholder of Common Stock of Innodata Isogen, Inc. (the "Company")
hereby revokes all previous proxies, acknowledges receipt of the Notice
of the
Meeting of Stockholders to be held on June 7, 2006, and hereby appoints
Jack S.
Abuhoff and Steven L. Ford, and each of them, as proxies of the undersigned,
with full power of substitution, to vote and otherwise represent all of
the
shares of the undersigned in the Company at said meeting and at any adjournments
thereof with the same effect as if the undersigned were present and voting
the
shares. The shares represented by this proxy shall be voted on the following
matters and, in their discretion, upon any other business which may properly
come before said meeting.
(Continued
and to be signed on the reverse side)