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): June
7,
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
|
|
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)
(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))
On June
7, 2010, the Board of Directors of Coda Octopus Group Inc. (the “Company”)
elected Michael Hamilton to fill an existing vacancy on the Company’s Board of
Directors. He was also elected to be the Company’s non-executive
Chairman of the Board. He will also act as Chairman of the Company’s
audit committee.
Since
December 2007, he has been the Chairman and Chief Executive Officer of MMC
Energy, Inc., a private company, that was previously a NASDAQ listed
company. He is also the non-executive Chairman of the Board of
MXenergy, Inc., a retail gas and electric marketing company with operations in
14 states in the U. S. and two Canadian provinces since September
2009. From 2003 to 2007, he was a senior managing director at FTI
Consulting. From June 1, 1990 to February 28, 2003, Mr. Hamilton was
a partner at Price Waterhouse and PriceWaterhouseCoopers where he acted as the
partner in charge of that firm’s utility audit and tax practice. In addition, he
was the audit engagement partner on a number of this firm’s largest energy and
utility audit clients. Mr. Hamilton has been continuously involved in
regulated industry-related activities since 1972. He has worked with numerous
regulated industry companies, including companies in the electric, gas, water
and telecommunications industries. He has been substantively involved in issues
related to the competitiveness of the electric utility industry as it
fundamentally restructured from a monopoly position to a competitive position.
His activities have included a wide range of advisory, special studies,
rate-making, tax and testimony activities. He has also been responsible for the
day-to-day operations in virtually all of the financial operations of an
investor-owned electric utility. Mr. Hamilton holds a B.S. in
Accounting from St. Francis College.
The
Company has agreed to pay him $1,875 per board meeting plus expense
reimbursement. He will also be granted options to purchase 50,000
shares of Company common stock annually at $1.05 per share or such other price
as the Board or Compensation Committee shall deem fit. In addition,
he will be granted 150,000 shares of common stock upon the completion of the
first year of his board membership. As Chairman of the Audit
Committee, he will also be paid an annual fee of $10,000 payable pro-rata for
each Audit Committee meeting
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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:
June 9, 2010