8-K

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 (Date of earliest event reported): December 1, 2017

INNODATA 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.)

55 Challenger Road	07660
Ridgefield Park, NJ 07660	(Zip Code)
(Address of principal executive offices)

Registrant's telephone number, including area code (201) 371-8000

(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)	On December 1, 2017 the employment of O’Neil Nalavadi, Senior Vice President and Chief Financial Officer of Innodata Inc. (the “Company”) was terminated.
(c)	Effective December 1, 2017 the Company appointed Mr. Raj Jain, Vice President- Finance, as the Company’s principal financial officer and principal accounting officer.
	Mr. Raj Jain, age 42, has served as the Company’s Vice President- Finance since January 2012, and served as the Company’s Director of Finance from January 2008 through December 2011. Mr. Jain is a Certified Public Accountant. Mr. Jain holds a Bachelor of Commerce and Economics degree from the University of Mumbai (1995).
	Mr. Jain will continue to be compensated according to his existing at will arrangement with the Company which includes an annual base salary of $166,400, and eligibility to receive an annual performance-based bonus granted at the discretion of the Company and subject to the Company’s overall corporate and financial and performance objectives.  In calendar years 2016 and 2015 Mr. Jain received compensation of $166,400 per year, and in calendar year 2016 Mr. Jain received a stock option award with a then fair value of $54,000. The stock options are currently out of the money.
	There are no family relationships between Mr. Jain and any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer.
(e)	The Board of Directors of the Company (the “Board”) has determined in principle but subject to final approval by the Compensation Committee and the Board of all terms and conditions, that, for periods to be designated by the Board, director fees (other than fees to the audit committee chairperson) will be paid in restricted stock, and that 20% of the salaries of Mr. Jack Abuhoff and Mr. Ashok Mishra, the Company’s Chief Executive Officer and Chief Operating Officer, respectively, will be paid in restricted stock.

Item 9.01.   Financial Statements and Exhibits

(d) Exhibits

99.1 Press release of Innodata Inc. dated December 4, 2017.

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 INC.
Date:  December 4, 2017	By:	/s/ Amy R. Agress
		Amy R. Agress
		Senior Vice President and General Counsel

Index to Exhibits

Description

99.1 Press release of Innodata Inc. dated December 4, 2017

EX-99.1

Exhibit 99.1

Innodata Announces the Establishment of a Special Committee and Certain Related Actions

NEW YORK – December 4, 2017 - INNODATA INC. (NASDAQ: INOD) today announced actions it is taking in light of the recent decline in the Company’s stock price and the Company’s recent operating performance.

The Company’s Board has established a special committee whose charge is to determine, with the assistance of consultants, whether to reduce or sell certain of its operations to fund other operations that may have greater promise. The Board’s nominating committee will review overall board composition and the extent to which the skills and experience of present company directors align with the current and emerging needs of the business.

The Company is undertaking a further round of $1 million or more in cost cuts, which will be in addition to the $2 million in cost cuts announced last quarter. The Board has determined in principle, that, for periods to be designated, director fees (other than fees to the audit committee chairperson) will be paid in restricted stock, and that 20% of the salaries of the Chief Executive Officer and the Chief Operating Officer will be paid in restricted stock.

O’Neil Nalavadi ceased to be the Company’s Chief Financial Officer effective December 1 and is no longer employed by the Company. The Company wishes him well in his future endeavors and thanks him for his years of service. Raj Jain, Vice President of Finance since January 2012, has been appointed principal financial officer.

About Innodata

Innodata (NASDAQ: INOD) is a global digital services and solutions company. Innodata’s technology and services power leading information products and online retail destinations around the world. Innodata’s solutions help prestigious enterprises harness the power of digital data to re-imagine how they operate and drive performance. Innodata serves publishers, media and information companies, digital retailers, banks, insurance companies, government agencies and many other industries.

Founded in 1988, Innodata comprises a team of 4,000 diverse people in 8 countries who are dedicated to delivering services and solutions that help the world’s businesses make better decisions.

Innodata honors include EContent Magazine’s EContent 100, KMWorld Magazine’s 100 Companies That Matter in Knowledge Management, the International Association of Outsourcing Professionals’ (IAOP) Global Outsourcing Top 100, D&B India’s Leading ITeS and BPO Companies and the Black Book of Outsourcing’s Top List of Leading Outsourcing Providers to the Printing and Publishing Business.

Forward Looking Statement

This release contains forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The words “project,” “head start,” "believe," "expect," “should,” "anticipate," "indicate," "point to," “forecast,” “likely,” “goals,” “optimistic,” “foster,” “estimate” and other similar expressions generally identify forward-looking statements, which speak only as of their dates.

These forward-looking statements are based largely on our current expectations and are subject to a number of risks and uncertainties, including without limitation, that contracts may be terminated by clients; projected or committed volumes of work may not materialize; our Innodata Advanced Data Solutions ("IADS") segment is a venture formed in 2011 that has incurred losses since inception and has recorded impairment charges for all of its fixed assets; we currently intend to continue to invest in IADS; the primarily at-will nature of contracts with our Digital Data Solutions clients and the ability of these clients to reduce, delay or cancel projects; continuing Digital Data Solutions segment revenue concentration in a limited number of clients; continuing Digital Data Solutions segment reliance on project-based work; inability to replace projects that are completed, canceled or reduced; our dependency on content providers in our Media Intelligence Solutions segment; difficulty in integrating and deriving synergies from acquisitions, joint venture and strategic investments; potential undiscovered liabilities of companies and businesses that we may acquire; potential impairment of the carrying value of goodwill and other acquired intangible assets of companies and businesses that we acquire; depressed market conditions; changes in external market factors; the ability and willingness of our clients and prospective clients to execute business plans which give rise to requirements for our services; changes in our business or growth strategy; the emergence of new or growing competitors; various other competitive and technological factors; and other risks and uncertainties indicated from time to time in our filings with the Securities and Exchange Commission.

Our actual results could differ materially from the results referred to in the forward-looking statements. In light of these risks and uncertainties, there can be no assurance that the results referred to in the forward-looking statements will occur.

We undertake no obligation to update or review any guidance or other forward-looking information, whether as a result of new information, future developments or otherwise.

Company Contact

Raj Jain

Vice President

Innodata Inc.

rjain@innodata.com

(201) 371-8024