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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001144204-06-000513.txt : 20060105
<SEC-HEADER>0001144204-06-000513.hdr.sgml : 20060105
<ACCEPTANCE-DATETIME>20060105145754
ACCESSION NUMBER:		0001144204-06-000513
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20051231
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20060105
DATE AS OF CHANGE:		20060105

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:		06512163

	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
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>v032796_8k.txt
<TEXT>
                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                        Date of Report: December 31, 2005

                       (Date of earliest event reported):

                              INNODATA ISOGEN, INC.
             (Exact name of registrant as specified in its charter)

            Delaware                    0-22196                 13-3475943
(State or other jurisdiction of  (Commission File Number)    (I.R.S. Employer
         incorporation)                                     Identification No.)

           Three University Plaza                                 07601
            Hackensack, NJ 07601                               (Zip Code)
  (Address of principal executive offices)

                                 (201) 488-1200
              (Registrant's telephone number, including area code)

                                       N/A
          (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))


<PAGE>

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

      On December 31, 2005, the Company granted a total of 220,000 fully vested,
non-qualified, options to certain officers and directors to purchase the
Company's common stock ("Shares") at an exercise price of $3.46 per share under
the Company's 2001 Stock Option Plan. The options expire on the earlier of (i)
December 30, 2015, (ii) 60 days after such officer or director is terminated or
resigns, and (iii) 12 months following the termination of such officer or
director as a result of death or disability. Shares issuable upon exercise of
the options are subject to the following restrictions: no Shares may be sold
during the first year after the date of grant; no more than 25% of the Shares
may be sold during the second year after the date of grant; no more than a total
of 50% of the Shares may be sold during the second and third years after the
date of grant; and no more than a total of 75% of the Shares may be sold during
the second, third and fourth years after the date of grant. No restrictions on
sales apply after the fourth anniversary of the date of grant.

      Of the total options granted, 80,000 options were granted to Jack Abuhoff,
the CEO and President of the Company, 30,000 options were granted to Stephen
Agress, Vice President, Finance and Chief Accounting Officer of the Company,
35,000 options were granted to George Kondrach, Executive Vice President of the
Company and 25,000 options were granted to each of Haig Bagerdjian, John
Marozsan and Louise Forlenza, each a director of the Company.

      The foregoing summary is qualified by reference to the forms of stock
option grant letters filed as exhibits to this Report.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

      (d)   Exhibits

            Exhibits                           Description

              10.1         2001 Stock Option Plan. Incorporated by reference
                           from Exhibit A to Definitive Proxy dated June 29,
                           2001

              10.2         Form of 2001 Stock Option Plan Grant Letter, dated
                           December 31, 2005, for Messrs. Abuhoff, Agress and
                           Kondrach, filed herewith

              10.3         Form of 2001 Stock Option Plan Grant Letter, dated
                           December 31, 2005, for Messrs. Bagerdjian and
                           Marozsan and Ms. Forlenza, filed herewith


                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                               INNODATA ISOGEN, INC.


Date:  January 5, 2006                         By: Stephen Agress
                                                   -----------------------------
                                                   Stephen Agress
                                                   Vice President, Finance


                                       2
<PAGE>

                                INDEX TO EXHIBITS

            Exhibits                           Description

              10.1         2001 Stock Option Plan. Incorporated by reference
                           from Exhibit A to Definitive Proxy dated June 29,
                           2001

              10.2         Form of 2001 Stock Option Plan Grant Letter, dated
                           December 31, 2005, for Messrs. Abuhoff, Agress and
                           Kondrach, filed herewith

              10.3         Form of 2001 Stock Option Plan Grant Letter, dated
                           December 31, 2005, for Messrs. Bagerdjian and
                           Marozsan and Ms. Forlenza, filed herewith


                                       3

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>2
<FILENAME>v032796_ex10-2.txt
<TEXT>
                                                                    EXHIBIT 10.2

               Innodata Isogen, Inc. 2001 Stock Option Plan Grant

December 31, 2005

Dear                :

I am pleased to inform you that you have been granted a non-qualified option
(the "Option") to purchase shares ("Shares") of common stock of Innodata Isogen,
Inc. (the "Company"). Your grant has been made under the Company's Stock Option
Plan. A copy of the Plan is attached to this letter.

Grant Date: December 31, 2005
Number of Shares That May Be Purchased On Exercise of the Option:
Option Exercise Price per Share:  $3.46
Option Expiration Date: December 30, 2015

For the Option to be valid, you must within 30 days after receipt sign, date and
return the original of this letter to Amy Agress, Vice President and General
Counsel, Innodata Isogen, Inc., Three University Plaza, Hackensack, New Jersey
07601 USA.

Vesting: The Option is fully vested as of the Grant Date.

Exercise:
You may exercise this Option at any time, in whole or in part, to purchase a
whole number of Shares by following the exercise procedures set up by the
Company. All exercises must take place before the Expiration Date, or, if
earlier, by the date set forth under Employment Requirements. Each exercise must
be for no less than 500 Shares, until there are less than 500 Shares remaining.

Employment Requirements:
In the event that you or the Company terminates your employment (whether
voluntary or involuntary and whether or not for cause or good reason or
otherwise), the Option will expire 60 days after your employment ceases. In the
event your employment is terminated by your death or disability, the Option will
expire 12 months after such termination.

Restriction on Sale:
In addition to the other restrictions on sale, pledge or other disposition set
forth in the Plan and elsewhere in this letter, you shall not in any Applicable
Lockup Period referred to in the following table sell, pledge, or otherwise
dispose of more than the Number of Shares that May be Sold that is set forth
opposite such Applicable Lockup Period. Anniversaries listed in the table are
anniversaries of the Grant Date.


<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------ ----------------------------------------------------------
                 Applicable Lockup Period                                Number of Shares that May be Sold
- ------------------------------------------------------------ ----------------------------------------------------------
<S>                                                          <C>
Until the first anniversary                                  0% of the Shares initially subject to the Option
- ------------------------------------------------------------ ----------------------------------------------------------
From first anniversary until the second anniversary          25% of the Shares initially subject to the Option
- ------------------------------------------------------------ ----------------------------------------------------------
From the second anniversary until the third anniversary      50% of the Shares initially subject to the Option, less
                                                             Shares sold previously
- ------------------------------------------------------------ ----------------------------------------------------------
From the third anniversary until the fourth anniversary      75% of the Shares initially subject to the Option, less
                                                             Shares sold previously
- ------------------------------------------------------------ ----------------------------------------------------------
On or after the fourth anniversary                           100% of the Shares initially subject to the Option
- ------------------------------------------------------------ ----------------------------------------------------------
</TABLE>

Until the fourth anniversary of the Grant Date, certificates for the Shares that
will be issued to you upon exercise in excess of the Number of Shares that May
be Sold 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."

The restrictions on sale, pledge, or other disposition set forth above will
survive any termination of employment (whether voluntary or involuntary and
whether or not for cause or for good reason or otherwise), death or disability.

Securities Laws Restrictions. You represent that when you exercise your Option
you will be purchasing Shares for your own account and not on behalf of others.
You understand and acknowledge that federal and state securities laws govern and
restrict your right to offer, sell or otherwise dispose of any Shares unless
otherwise covered by a Form S-8 or unless your offer, sale or other disposition
thereof is otherwise registered under the Securities Act of 1933, as amended,
(the "1933 Act") and state securities laws or, in the opinion of the Company's
counsel, such offer, sales or other disposition is exempt from registration
thereunder. You agree that you will not offer, sell or otherwise dispose of any
Shares in any manner (i) which would require the Company to file any
registration statement (or similar filing under state laws) with the Securities
and Exchange Commission or to amend or supplement any such filing or (ii) in any
manner which would violate or cause the Company to violate the 1933 Act, the
rules and regulations promulgated thereunder or any other state or federal law,
or (iii) other than during "window periods" from time to time announced by the
Company in its sole discretion. You further understand that the certificates for
any Shares you purchase will bear such legends as the Company deems necessary or
desirable in connection with the 1933 Act or other rules, regulations or laws.
If you are a director, officer or principal shareholder, Section 16(b) of the
Securities Exchange Act of 1934 further restricts your ability to sell or
otherwise dispose of Shares.

Non-Transferability of Option. The Option is personal to you and is
non-transferable by you other than by will or the laws of descent and
distribution or as otherwise permitted by the Plan. During your lifetime only
you can exercise the Option except as otherwise permitted by the Plan. Upon your
death, the person or persons to whom your rights pass by will or laws of descent
and distribution will have the right to exercise the Option.

Withholding Taxes. The Company shall have the right to withhold from your salary
or other compensation any withholding taxes payable as a result of your receipt
of Shares. The Company shall also have the right to require that you pay to it
all such withholding taxes in cash as a condition precedent to the exercise of
this Option. You agree to notify the Company when you sell or otherwise transfer
or dispose of the Shares.


<PAGE>

Conformity with Plan. The Option is intended to conform in all respects with,
and is subject to all applicable provisions of, the Plan, which is incorporated
herein by reference. Any inconsistencies between this letter and the Plan shall
be resolved in accordance with the terms of the Plan. By executing and returning
the enclosed copy of this letter, you acknowledge your receipt of the Plan and
agree to be bound by all the terms of the Plan. All definitions stated in the
Plan apply to this letter. YOU SHOULD READ THE PLAN CAREFULLY.

Employment and Successors. Nothing herein confers any right or obligation on you
to continue in the employ of the Company or any subsidiary or shall affect in
any way your right or the right of the Company or any subsidiary, as the case
may be, to terminate your employment at any time. The agreements contained in
this letter shall be binding upon and inure to the benefit of any successor of
the Company.

Entire Agreement. This agreement constitutes the entire understanding between
you and the Company, and supersedes all other agreements, whether written or
oral, with respect to the Option referred to in this letter.

      Please sign the extra copy of this letter in the space below and return it
to the Company to confirm your understanding and acceptance of the agreements
contained in this letter.


                                         Very truly yours,


                                         Jack Abuhoff
                                         Chairman and CEO
                                         Innodata Isogen, Inc.


By signing below I acknowledge my understanding of and agreement to all of the
terms and conditions contained in this letter.


________________________________

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>3
<FILENAME>v032796_ex10-3.txt
<TEXT>
                                                                    EXHIBIT 10.3


               Innodata Isogen, Inc. 2001 Stock Option Plan Grant


December 31, 2005

Dear                     :

I am pleased to inform you that you have been granted a non-qualified option
(the "Option") to purchase shares ("Shares") of common stock of Innodata Isogen,
Inc. (the "Company"). Your grant has been made under the Company's Stock Option
Plan. A copy of the Plan is attached to this letter.

Grant Date: December 31, 2005
Number of Shares That May Be Purchased On Exercise of the Option:  25,000
Option Exercise Price per Share:  $3.46
Option Expiration Date: December 30, 2015

For the Option to be valid, you must within 30 days after receipt sign, date and
return the original of this letter to Amy Agress, Vice President and General
Counsel, Innodata Isogen, Inc., Three University Plaza, Hackensack, New Jersey
07601 USA.

Vesting: The Option is fully vested as of the Grant Date.

Exercise:
You may exercise this Option at any time, in whole or in part, to purchase a
whole number of Shares by following the exercise procedures set up by the
Company. All exercises must take place before the Expiration Date, or, if
earlier, by the date set forth under Service Requirements. Each exercise must be
for no less than 500 Shares, until there are less than 500 Shares remaining.

Service Requirements:
In the event of the termination of your services as a Director by you, the
Company or its stockholders (whether voluntary or involuntary and whether or not
for cause or good reason or otherwise), the Option will expire 60 days after
your services as a Director ceases. In the event your services as a Director is
terminated by your death or disability, the Option will expire 12 months after
such termination.

Restriction on Sale:
In addition to the other restrictions on sale, pledge or other disposition set
forth in the Plan and elsewhere in this letter, you shall not in any Applicable
Lockup Period referred to in the following table sell, pledge, or otherwise
dispose of more than the Number of Shares that May be Sold that is set forth
opposite such Applicable Lockup Period. Anniversaries listed in the table are
anniversaries of the Grant Date.


<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------ ----------------------------------------------------------
                 Applicable Lockup Period                                Number of Shares that May be Sold
- ------------------------------------------------------------ ----------------------------------------------------------
<S>                                                          <C>
Until the first anniversary                                  0% of the Shares initially subject to the Option
- ------------------------------------------------------------ ----------------------------------------------------------
From first anniversary until the second anniversary          25% of the Shares initially subject to the Option
- ------------------------------------------------------------ ----------------------------------------------------------
From the second anniversary until the third anniversary      50% of the Shares initially subject to the Option, less
                                                             Shares sold previously
- ------------------------------------------------------------ ----------------------------------------------------------
From the third anniversary until the fourth anniversary      75% of the Shares initially subject to the Option, less
                                                             Shares sold previously
- ------------------------------------------------------------ ----------------------------------------------------------
On or after the fourth anniversary                           100% of the Shares initially subject to the Option
- ------------------------------------------------------------ ----------------------------------------------------------
</TABLE>

Until the fourth anniversary of the Grant Date, certificates for the Shares that
will be issued to you upon exercise in excess of the Number of Shares that May
be Sold 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."

The restrictions on sale, pledge, or other disposition set forth above will
survive any termination of your services as a Director (whether voluntary or
involuntary and whether or not for cause or for good reason or otherwise), death
or disability.

Securities Laws Restrictions. You represent that when you exercise your Option
you will be purchasing Shares for your own account and not on behalf of others.
You understand and acknowledge that federal and state securities laws govern and
restrict your right to offer, sell or otherwise dispose of any Shares unless
otherwise covered by a Form S-8 or unless your offer, sale or other disposition
thereof is otherwise registered under the Securities Act of 1933, as amended,
(the "1933 Act") and state securities laws or, in the opinion of the Company's
counsel, such offer, sales or other disposition is exempt from registration
thereunder. You agree that you will not offer, sell or otherwise dispose of any
Shares in any manner (i) which would require the Company to file any
registration statement (or similar filing under state laws) with the Securities
and Exchange Commission or to amend or supplement any such filing or (ii) in any
manner which would violate or cause the Company to violate the 1933 Act, the
rules and regulations promulgated thereunder or any other state or federal law,
or (iii) other than during "window periods" from time to time announced by the
Company in its sole discretion. You further understand that the certificates for
any Shares you purchase will bear such legends as the Company deems necessary or
desirable in connection with the 1933 Act or other rules, regulations or laws.
If you are a director, officer or principal shareholder, Section 16(b) of the
Securities Exchange Act of 1934 further restricts your ability to sell or
otherwise dispose of Shares.

Non-Transferability of Option. The Option is personal to you and is
non-transferable by you other than by will or the laws of descent and
distribution or as otherwise permitted by the Plan. During your lifetime only
you can exercise the Option except as otherwise permitted by the Plan. Upon your
death, the person or persons to whom your rights pass by will or laws of descent
and distribution will have the right to exercise the Option.

Withholding Taxes. The Company shall have the right to withhold from your
compensation any withholding taxes payable as a result of your receipt of
Shares. The Company shall also have the right to require that you pay to it all
such withholding taxes in cash as a condition precedent to the exercise of this
Option. You agree to notify the Company when you sell or otherwise transfer or
dispose of the Shares.


<PAGE>

Conformity with Plan. The Option is intended to conform in all respects with,
and is subject to all applicable provisions of, the Plan, which is incorporated
herein by reference. Any inconsistencies between this letter and the Plan shall
be resolved in accordance with the terms of the Plan. By executing and returning
the enclosed copy of this letter, you acknowledge your receipt of the Plan and
agree to be bound by all the terms of the Plan. All definitions stated in the
Plan apply to this letter. YOU SHOULD READ THE PLAN CAREFULLY.

Successors. The agreements contained in this letter shall be binding upon and
inure to the benefit of any successor of the Company.

Entire Agreement. This agreement constitutes the entire understanding between
you and the Company, and supersedes all other agreements, whether written or
oral, with respect to the Option referred to in this letter.

      Please sign the extra copy of this letter in the space below and return it
to the Company to confirm your understanding and acceptance of the agreements
contained in this letter.


                                         Very truly yours,


                                         Jack Abuhoff
                                         Chairman and CEO
                                         Innodata Isogen, Inc.


By signing below I acknowledge my understanding of and agreement to all of the
terms and conditions contained in this letter.



_____________________________________

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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