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): July 10, 2008
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:
Marc
J.
Ross, Esq.
Louis
A.
Brilleman, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway
New
York,
New York 10006
Phone:
(212) 930-9700
Fax:
(212) 930-9725
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):
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
At
a
meeting of the Board of Directors of Coda Octopus Group, Inc., the Board elected
two new members to the Board to fill two vacancies effective July 10, 2008.
Faith
Griffin
was
elected to Board as an independent member and was also appointed Chairman of
the
Audit Committee of the Board of Directors. Until 2002, Ms. Griffin (58) was
an
institutional research analyst and, subsequently, an investment banker, with
a
focus on emerging technology companies, including entities involved in the
design, manufacturing and marketing of computers, software, communications
and
semiconductors. Since 2002, she has served as a business consultant to several
emerging technology companies. Since 2005, she has served as a member of the
Board of Directors of Enherent Corp., a publicly traded company in the
information services and solutions field. Ms. Griffin holds a BA in Mathematics
from Franklin & Marshall College and an MBA in Finance from New York
University.
Frank
B. Moore
has
served as Senior Vice President, Government Relations of the Company since
May
2006. Mr. Moore is also a Director of the Company’s key subsidiary, Colmek.
Since December, 2001, Mr. Moore has served as Chairman of Ulysses Financial,
a
company engaged in private equity financing. Between January 1977 and January
1981, Mr. Moore served as Assistant to the President of the United States.
His
chief responsibility was the Administration’s relations with Congress. Mr. Moore
reported directly to the President and also worked on international matters
such
as the Panama Canal Treaty and the Strategic Arms Limitations Talks (S.A.L.T.
II). Prior to his position in the White House, Mr. Moore served as Assistant,
and later as Chief of Staff, to the Governor of Georgia, Jimmy Carter. Between
July, 1982 and September, 1998, Mr. Moore was Vice President for Government
Affairs and Public Policy for Waste Management. Mr. Moore earned his BBA from
the University of Georgia and completed the Advanced Management Program at
Harvard Business School.
As
directors, both Ms. Griffin and Mr. Moore will receive $20,000 per annum
(consisting of a $12,500 basic fee plus $1,875 per meeting, for up to four
meetings per year with additional meetings to be paid for at a rate of $500
per meeting). Ms. Griffin will also receive $4,000 per year for her membership
of the Audit Committee. Each will also receive a grant of 200,000
shares of common stock, to be issued over a period of 24 months. In addition,
Ms. Griffin and Mr. Moore will be granted a five year option to purchase 200,000
shares of common stock and 50,000 shares at $1.30 per share, respectively.
Further, each will receive an annual grant of 50,000 options (with a strike
price to be determined at the time of grant).
|
|
(a) |
Financial
Statements.
|
None.
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;
July 10, 2008
| |
Coda
Octopus Group, Inc.
|
|
| |
|
|
| |
/s/
Jody Frank
|
|
| |
|
|