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): December 1, 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
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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))
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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(b) Effective
December 1, 2009, Coda Octopus Group, Inc. (the “Company”) agreed with Richard
Lewis, the Company’s Senior Vice President for Corporate Administration and
Development, to replace his employment agreement with a service agreement. In
addition, effective December 6, 2009, the Company agreed with Angus Lugsdin, the
Company’s Senior Vice President for Market Development, to replace his
employment agreement with a service agreement as well. As a result, they will
no longer be deemed executive officers although they will continue to work for
the Company under said service agreements. These actions were taken as part of
the Company’s restructuring efforts.
As part
of the restructuring program, the Company and Anthony Davis, its President for
U.S. Operations, agreed to terminate his employment agreement effective January
16, 2010.
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(a)
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Financial
Statements.
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None.
None
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
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/s/
Geoffrey Turner
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Chief
Executive Officer
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