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): March 25,
2009
CODA
OCTOPUS GROUP, INC.
(Name of
Small Business Issuer in its Charter)
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Delaware
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000-52815
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34-200-8348
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(State
or other jurisdiction of
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(Commission
File Number)
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(I.R.S.
Employer
|
|
incorporation
or organization
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Identification
Number)
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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))
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 March 25,
2009.
Jody Frank
has been our
Chief Financial Officer since July 16, 2007. He served as Senior Vice President
of Investments for UBS Wealth Management from January 2003 through June 2007 and
has 28 years of years of experience in the financial services industry. He began
his career at Prescott Ball & Turben in 1979 and thereafter worked as a
Financial Advisor at Shearson Lehman Brothers and CIBC Oppenheimer. He has
served on the Board of Directors of two public companies and has been
instrumental in formulating business plans for several private corporations and
numerous business ventures. During 1985-1995 he served on the board of directors
of publicly-held Peoples Telephone Inc. He received his BA degree from the
University of Rochester, and his MBA in Finance from Rutgers
University.
Mr. Frank
does not receive any special compensation for serving as a member of the board
of directors.
Nick
Franks has been a director of and consultant to Selex, Inc., a provider
of integrated sensor solutions and through-life capability management for
defense systems and homeland security applications, since 2008. He
was the Group Managing Director and Chief Executive of Selex, Ltd. from 2005
through 2007. From 2002 through 2005, Mr. Franks was the Group
Managing Director for BAE Systems Avionics Group, a global company engaged in
the development, delivery and support of advanced defense, security and
aerospace systems in the air, on land and at sea. Prior thereto, he held a
variety of executive positions at developers and suppliers of electronic
equipment to the military and civil aerospace markets. Mr. Franks has
attended at, among others, the Harvard Business School and Stanford
University.
As a
director, Mr. Franks will receive $20,000 per annum, plus $1,875 per board
meeting in excess of four scheduled board meetings per year as well as $500 per
additional meeting or corporate event. The Company will also reimburse him for
expenses incurred in connection with his activities as a board member. In
addition, he will receive a $32,000 annual fee for consulting services. He was
also granted 200,000 shares and will receive an additional 30,000 shares per
year.
Mr.
Franks’s services are being utilized pursuant to an agreement between the
Company and Clodian Management Services Ltd., an entity that is wholly owned by
Mr. Franks.
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(a)
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Financial
Statements.
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None.
10.1 Letter
Agreement dated March 25, 2009 with Clodian Management Services
Ltd.
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:
April 23, 2009