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): April 29, 2010
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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Newport
Office Center I
111
Town Square Place, Jersey City, Suite 1201
New
Jersey 07310
(Address,
Including Zip Code of Principal Executive Offices)
(212)
924-3442
(Issuer's
telephone number)
164 West, 25th Street, 6th Floor, New York
New
York 10001
(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):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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On April
29, 2010, the Board of Directors of Coda Octopus Group Inc. (the “Company”)
elected Rear Admiral Christopher Parry CBE, and Judith Wallace Johnson CA, CPA,
Msc, FCCA, to fill two of the existing vacancies on the Company’s Board of
Directors.
From 2005
to 2008, Rear Admiral Parry, 56 years old, served as Director General,
Development, Concepts, and Doctrine at the UK Ministry of
Defense. During 2004 and 2005, he served as Commander of the UK’s
Amphibious Task Group. From 2002 to 2004, he served at the UK
Ministry of Defense as Director of Operational Capability. From 2000
to 2002, he served as Commanding Officer of HMS Fearless. Prior
thereto, he had been serving in various command, policy making and military
operations functions since 1975.
Since
2008, he has worked as an executive and non-executive director and consultant,
advising major institutions, leading companies and governments about strategic
forecasting, leadership and risk, as well as maritime, sustainability and
geopolitical themes. He is a Fellow of the Royal United Services
Institute, Chatham House and the Chartered Management Institute and is the
non-executive Chair of the UK’s Marine Management Organization. Rear
Admiral Parry has written extensively on strategic, policy and transformational
issues and has made major contributions to all UK and NATO Defense strategic
options, cost studies and reviews since 1989. This work has included
major assessments of future risks, threats and challenges, together with
development of the associated scenarios, concepts and
capabilities. He regularly lectures on geopolitical themes and
emerging scenarios to major universities in the UK, the US and
Europe.
Rear
Admiral Parry gained a Masters Degree from the University of Oxford (Jesus
College (1975)), together with academic qualifications from the Royal Naval
Staff College and the Royal College of Defense Studies.
The
Company has agreed to pay him $1,875 per board meeting plus expense
reimbursement. With immediate effect, he will be granted options to
purchase 50,000 shares of Company common stock at $1.05 per share annually or
such other price as the Board or Compensation Committee shall deem fit. In
addition, he will be granted 100,000 shares of common stock upon the completion
of the first year of his board membership.
Judith
Wallace was appointed by the Company as Chief Financial Officer. This
appointment took effect on May 1, 2010. More extensive biographical
information is available in the Company’s current Report on Form 8-K that was
filed on May 3, 2010 and is incorporated herein by reference to such
report.
Item
9.01 Financial Statements and Exhibits.
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(a)
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Financial
Statements.
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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:
May 13, 2010