UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): September 15, 2009
CODA
OCTOPUS GROUP, INC.
(Name of
Small Business Issuer in its Charter)
Delaware
|
000-52815
|
34-200-8348
|
(State
or other jurisdiction of
|
(Commission
File Number)
|
(I.R.S.
Employer
|
incorporation
or organization
|
Identification
Number)
|
164 West, 25th Street, 6th Floor, New York
New
York 10001
(Address,
Including Zip Code of Principal Executive Offices)
(212)
924-3442
(Issuer's
telephone number)
(Former
name or former address, if changed since last report)
Copies
to:
Louis A.
Brilleman, Esq.
110 Wall
Street, 11th
Floor
New York,
New York 10005
Phone:
(212) 709-8210
Fax:
(212) 943-2300
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 (see General Instruction A.2. below):
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
3.01
|
Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
|
On
September 22, 2009, Coda Octopus Group Inc. (the “Company”) received an
ineligibility notice from the Finra, the self regulatory agency that governs the
OTC Bulletin Board, as a result of the Company’s being delinquent in its
reporting obligations three times in a 24 month period. As a
consequence, the Company’s common stock will be removed from quotation on the
OTC Bulletin effective at the open of business on October 1, 2009.
Item
5.02
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
b)
Effective September 15, 2009, Jody Frank, Nick Franks, Faith Griffin and Paul
Nussbaum resigned their positions as members of the board of directors of the
Company. In addition, effective September 23, 2009, Jason Reid and
Jody Frank resigned their positions as President and Chief Executive Officer and
Chief Financial Officer, respectively. Mr. Reid has agreed to remain
as a member of the Board for a six month period to assist the Company in its
reorganization efforts.
(c)-(d)
Mr. Geoff Turner, previously the Company’s President of European Operations, has
been appointed as the Company’s Chief Executive Officer and has been elected a
member of the Board to fill one of the existing Board
vacancies.
Mr.
Turner has
been employed by the Company since May 2006, and, since November 1, 2007, as
President European Operations. Mr. Turner is also a Director of the Company’s
subsidiaries, Coda Octopus Martech Limited, Coda Octopus (UK) Holdings Limited,
and Coda Octopus Products Limited. He has been involved in the IT industry for
over 30 years, in both technical and commercial roles. He spent the 13 years up
to 1999 with GE Information Services (& International Network Services), the
then global market leader in Electronic Commerce, where he was Director of
Business Development for Europe, Middle East and Africa. During this time, in
addition to his business development roles he held posts as Software Products
Director, and in global sales channel management, establishing new sales channel
in over 35 countries.
Mr.
Turner will continue to be compensated at the same rate as previously with a
commitment on the part of the Company to review his compensation within three
months.
The
Company intends to establish a committee whose function will be to design a
reorganization and recapitalization plan. This body is expected to be
structured either as a committee of the Board or as a separate body that will
include board members as well as representatives of certain of the Company's
existing investors and reorganization professionals.
The
resignations follow the Company’s previous announcement that it is evaluating
its assets, business, management and cash requirements, as disclosed in its
Current Report on Form 8-K that was filed on September 22, 2009. All
non-executive resignees were given the opportunity to retain their
positions on the Board of the Company. Nevertheless, the Company
believes that it is in a position to enhance its operating performance and
stockholder value, including restructuring its balance sheet, reducing costs and
negotiating with its existing investors to address the Company’s liquidity
issues and implementing a revised strategic plan.
Item
9.01 Financial Statements and Exhibits.
(a) Financial
Statements.
None.
(b) Exhibits.
None
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 hereunto
duly authorized.
Dated:
January 29, 2010
Coda
Octopus Group, Inc.
|
/s/
Geoff Turner
|
Chief
Executive Officer
|