UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C.20549





FORM
10-K/A





Amendment
No. 2





(Mark
One)


þ   Annual
report under section 13 or 15(d)
of the securities exchange act of 1934


For
the fiscal year ended December 31,
2009





oTransition
report under section 13 or 15(d)
of the securities exchange act of 1934





Commission file
number  0-22196





INNODATA
ISOGEN, INC.


(Exact
name of registrant as specified in its charter)





Delaware
            13-3475943(State
      or other jurisdiction of
            (I.R.S.
      Employer Identification No.)incorporation
      or organization)Three
      UniversityPlazaHackensack,
      New Jersey
            07601(Address
      of principal executive offices)
            (Zip
      Code)(201)
      371-8000(Registrant's
      telephone number)




Securities
      registered under Section 12(b) of the Exchange Act:Title of Each Class
                  
                  Name of Each Exchange on Which
      RegisteredCommon
      Stock $.01 par value
                  
                  The
      Nasdaq Stock Market,
LLC





Securities registered under Section
12(g) of the Exchange
Act:            
None





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.


Yes o   No
þ





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Exchange Act. Yes o   No
þ





Indicate
by check mark whether the Registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
past twelve months (or for such shorter period that the Registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes þ   No
o





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such
files).    Yes   ̈    No   ̈





Indicate
by check mark if disclosure of delinquent filers in response to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  þ





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer.See definition of “accelerated
filer and large accelerated filer” in Rule 12b-2 of the Exchange
Act.


Large
accelerated filer o           Accelerated
filer þ            Non-accelerated
filer  o        Smaller
reporting companyo





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


Yes o   No
þ





The
aggregate market value of the registrant’s common stock held by non-affiliates
of the registrant (based on the closingprice reported on the NasdaqStock Market
on June 30, 2009) was $95,149,175.





The
number of outstanding shares of the registrant’s common stock, $.01 par value,
as of February 28, 2010 was 25,379,246.





DOCUMENTS
INCORPORATED BY REFERENCE
 
 None





EXPLANATORY
NOTE





We are
filing this Amendment to include the entire Item 1, Description of Business, of
our Form 10-K for 2009 originally filed on March 11, 2010, as amended by the
Form 10-K/A filed on November 30, 2010.





This
Amendment speaks as of March 11, 2010 which is the date we filed our Form 10-K.
It does not reflect events after March 11, 2010.





INNODATA
ISOGEN, INC


Form
10-K/A


For
the Year Ended December 31, 2009





TABLE
OF CONTENTS





PagePart
      IItem
      1.
                  Description
      of Business
                  1Part
      IVItem
      15.
                  Exhibits
      and Financial Statement Schedules
                  9Signatures
                  
                  10





PART I





Item
1. Description of Business





Business
Overview




We
provide knowledge process outsourcing (“KPO”) services, as well as publishing
and related information technology (“IT”) services, that help leading media,
publishing and information services companies create, manage and maintain their
products. We also provide our services to companies in other
information-intensive industries, such as information technology, manufacturing,
aerospace, defense, government, law and intelligence.




We help
our clients lower costs, realize productivity gains and improve operations,
enabling them to compete more effectively in demanding global
markets.




Our
publishing services include digitization, conversion, composition, data modeling
and XML encoding.  Our KPO services include research and analysis,
authoring, copy-editing, abstracting, indexing and other content creation
activities. We often combine publishing services and KPO services within a
single client engagement, providing an end-to-end content supply chain
solution.





Our staff
of IT systems professionals design, implement, integrate and deploy systems and
technologies used to improve the efficiency of authoring, managing and
distributing content.





We use a
distributed global resource model. Our onshore workforce (consisting of
consultants, information architects, solution architects, and program managers)
works from our North American and European offices, as well as from client
sites. Our distributed global workforce (consisting of encoders, graphic
artists, project managers, programmers, data architects performing publishing
services, and advanced degree holders such as physicians, attorneys, MBAs and
engineers who perform our KPO services) deliver those services from our ten
offshore facilities in India, the Philippines, Sri Lanka and
Israel.





For
fiscal 2009, our revenue was $79.3 million, representing an increase of 6% over
2008, and our  income before income taxes was $8.3 million, an
increase of approximately 49% compared to income before income taxes in 2008 of
$5.5 million. For fiscal 2008, our revenue was $75.0 million, representing an
increase of 11% over 2007, and our income before income taxes was $5.5 million,
as compared to income before income taxes in 2007 of $4.5 million, representing
an increase of approximately 23%.





Services that are ongoing in nature
generate what we regard as recurring revenues. Services that terminate upon
completion of a defined task generate what we regard as project, or
non-recurring, revenues. Approximately 65% of our revenues were recurring in the
fiscal year ended December 31, 2009 as compared to 68% in the fiscal year ended
December 31, 2008 and 61% in the fiscal year ended December 31,
2007.





Our business is organized and managed
around three vectors: a vertical industry focus, a horizontal service/process
focus, and a focus on supportive operations.





Our vertically-aligned groups
understand our clients’ businesses and strategic initiatives and are able to
help them meet their goals. With respect to media, publishing and information
services, for example, we have continued to hire experts out of that sector to
establish solutions and services tailored to companies in that sector. They work
with many of the world’s leading media, publishing and information services
companies, dealing with challenges involving new product creation, product
maintenance, digitization, content management and content
creation.


1


Our service/process-aligned groups are
comprised of engineering and delivery personnel responsible for creating the
most efficient and cost-effective custom workflows. These workflows integrate
proprietary and third-party technologies, while harnessing the benefits of a
globally distributed workforce. They are responsible for executing our client
engagements in accordance with our service-level agreements and ensuring client
satisfaction.





Our support groups are responsible for
managing a diverse group of enabling functions, including human resources and
recruiting, global technology infrastructure and physical infrastructure and
facilities.





Our
Opportunity





Media, publishing and information
services companies, as well as companies in other content-intensive sectors, are
increasingly seeking ways to reduce content costs as well as to accelerate
delivery times and improve quality. Increasingly, they view outsourcing, along
with technology and process re-engineering, as crucial strategies for
accomplishing these objectives.





The trend toward outsourcing has
accelerated in recent years. Businesses are outsourcing their internal processes
– often to offshore providers – to improve productivity and manage costs. By
leveraging offshore talent, companies are increasingly boosting their profits,
productivity, quality levels, business value and performance. As outsourcing to
offshore providers has become more accepted, a growing number of organizations
have become more confident in making the decision to outsource business
operations to Asia and other high-value labor markets. Moreover, the notion of
what can be outsourced and the benefits that can be achieved via outsourcing
continue to expand. Client demands are evolving toward higher value-added and
more complex services, including research and analysis, editorial tasks and
other knowledge-based functions. This trend is driven by competitive pressures
as well as by advances in technology.





The KPO market is relatively young and
is expected to continue expanding.  An increasing number of companies
are outsourcing high-end knowledge work as they seek to gain cost-savings and
operational efficiencies and access the highly talented workforce in the
Philippines, India and other countries.  Universities in those
countries are graduating thousands of qualified lawyers, doctors and scientists
each year. As technology makes it possible to move vast amounts of data across
the globe at relatively low cost, it is now quite cost effective for companies
to tap into this labor pool.





With respect to information and content
processes, there is growing awareness that labor cost reduction is only part of
the solution. Advances in technologies for creating, managing, finding, sharing
and delivering content (including text analytics, semantic technologies and
search technologies) have enabled what were previously manual tasks to become
either fully or partially automated.





As a
result, content-driven companies, like media, publishing and information
services companies, are increasingly relying on service providers, such as
Innodata Isogen, to provide both outsourcing and related IT
services.





To meet this demand, we have assembled
dedicated teams of scientists, doctors, lawyers and other subject matter
experts, armed with an in-depth understanding of complex technical material. For
increasing numbers of clients, we are becoming an extended part of their work
teams, helping them enhance and create content, write technical documentation
and deliverresearch and analysis services utilizing global resources as well as
advanced technologies.





Our
Services





We believe that we have developed an
effective set of core competencies that enable us to help information-intensive
companies reduce their operating costs, realize benefits of scale and flexible
cost structures and achieve significant process improvements. Our business model
combines a global offshore staff, on-site staff and technologists who integrate
internally-developed and best-in-class third party products to continually
improve the efficiency of our processes.


2


We provide a broad and expanding range
of publishing services, knowledge process outsourcing services and engineering
and consulting services.





Publishing Services –Our
publishing services include activities such as digitization, conversion,
composition, data modeling and XML encoding.  Typically, we bill
clients for services based upon the units of information we produce and
deliver.





We are helping customers take advantage
of the fast-growing eBook market by converting books into eBook-ready formats.
One of our customers, for example, is a global eBook retailer that offers a
catalog of over two million books on nearly any consumer device including
dedicated readers, laptops, Blackberries, iPhones and other emerging smart
devices. We also work with several of the leading device manufacturers in the
market.





We are
also helping leading publishers of scientific, technical and medical journals
aggregate content, copy-edit author submissions and compose journal pages for
both online and print publication. For one such publisher, seeking to build one
of the world’s largest databases of scientific journal citations and references,
we created records of nearly 15,000 journal titles going back almost 13 years,
encoded in a way that supports integrated web searches and seamless
linking.





Knowledge Processing Outsourcing
(KPO) Services – Our KPO services specifically target processes that
demand advanced information analysis and interpretation, as well as judgment and
decision-making. For information and media companies, these services include
content creation and enhancement, analytics, taxonomy and controlled vocabulary
development, hyperlinking, indexing, abstracting, technical writing and editing,
copy-editing and general editorial services, including the provision of synopses
and annotations.  These services cover a wide spectrum of disciplines,
including medicine, law, engineering, management, finance, science and the
humanities.  To provide these services, we have organized knowledge
teams that consist of educated and highly trained people with expertise in
relevant subjects.  We typically price our knowledge services based on
the quantity delivered or resources utilized.





For example, we support several
providers of medical informatics products and clinical decision support
systems.  Our physicians and health care professionals create content
for these systems by analyzing the latest medical journal articles and
conference proceedings.





In many of our engagements, we perform
end-to-end services that combine publishing and KPO services, using advanced
technologies, to provide fully outsourced content supply chain
solutions.  For example, under a long-term engagement, we maintain a
leading bibliographic citations database, managing, on behalf of our client, a
continuing production process in which we first aggregate, digitize and convert
data from multiple sources and then have healthcare professionals perform
analyses of the data and create derivative data for inclusion in the client
database.  Our engineering staff continues to drive the automation of
several of these underlying processes.





We are also using our KPO delivery
capabilities that we use to support information companies as a springboard to
enable us to enter new markets and provide new services.  For example,
we are using our legal subject matter experts who deliver KPO services to media,
publishing and information services companies to also provide select KPO
services - such as research and document review - to corporate law offices and
law firms.





In 2007, we launched a new
KPO business area to provide technical communications services to
clients. This unit started as a technical writing service and has
expanded to include technical editing, e-learning, mobile and micro learning,
translation and marketing communication services. The team has expanded
significantly since its inception to include project managers, writers and
editors who work from multiple locations across China, the Philippines, Sri
Lanka, India, Israel and the United States.


3


For
example, we are providing technical writing services to a leading global
technology manufacturer. By co-locating teams in China and India where this
client manufactures equipment, and our production centers in other Asian
locales, we have helped the company generate quality documentation – ensuring
that its customers use its products effectively – while also reducing our
client’s overall costs.





We are
also providing round-the-clock writing, editing, e-learning and troubleshooting
documentation for one of the biggest video game companies in the world using our
resources in the US, Israel, Philippines and India.





Technology
Services— Both our publishing services and KPO services are
supported by our technology engineering teams, comprised of solution architects,
analysts, programmers and systems integrators.A number of our engineering staff
have played leadership roles in the development of structured information
standards such as Standard General Markup Language (SGML), Extensible Markup
Language (XML), as well as XML-based standards such as Darwin Typing Information
Architecture (DITA) and S1000D.





Our technologists build the workflow
and tools that we utilize internally for projects that we perform for clients on
an outsourced basis. They also provide services directly to
clients.





Their role in outsourced projects is to
improve efficiency and quality.  They continually design and develop
productivity tools to automate manual processes and improve the consistency and
quality of our work product. These tools include categorization engines that
utilize pattern recognition algorithms based on comprehensive rule sets and
related heuristics, data extraction tools that automatically retrieve specific
types of information from large data sources, and workflow systems that enable
various tasks and activities to be performed across our multiple
facilities.





When working directly for clients, our
engineers provide IT services (which include systems integration, custom
application development, applications maintenance, tool evaluation and training)
which are typically provided on a project basis that does not generate
significant amounts of recurring revenue.  Clients who use these
services typically require publishing, performance support or process automation
systems that enable information to be created, managed and distributed utilizing
the most cost efficient and effective technologies.





For example, we helped the world’s
leading software company create automated processes for reducing the cost of
creating online help information. Our engineering staff created the systems that
are used by one of the world’s largest manufacturers of computers and
peripherals to create and publish multi-lingual product support and technical
information. It also collaborated with Lockheed Martin to build a content
management system and digital asset management system for the F-35 Joint Strike
Fighter program. For a leading electronic publisher of financial data, it
automated the process of extracting and normalizing detailed financial
information from public company filings.  Our staff defines client
requirements (often working on-site at clients during this process), write
specifications and design, develop, test and integrate technologies. Projects
vary in size and duration.





To better support an ongoing engagement
with a $10 billion information services company, our engineering staff developed
a machine-aided indexing solution that uses lemmatization (the process that
determines the most crucial term in a sentence to reflect its meaning and
context) and semantically-driven natural language analysis to deliver precision
and recall at 95% accuracy. Once the text is tokenized or assigned a value
according to the words in a particular sentence, a set of rules and linguistic
filters are then used to identify candidate term phrases within the text. The
system also extracts terms and ranks them based on the decreasing likelihood of
accuracy against a thesaurus that applies simple string matching. This
automation enables us to add millions of additional topics to the publisher’s
database, which may then be further enhanced by our editorial
teams.




4


Consulting
Services—In addition to our publishing, KPO and IT services, our consulting
practice works with clients at a strategic business and technology level to
address new challenges and optimize their business processes. The practice has
primary services that span content supply chain optimization, technology
architecture and strategy, global sourcing, product and market strategy and
development, and the deployment of content technologies.





For
example, we worked with a leading specialist health information publisher to
optimize their business process across technology, workflow, sourcing and
organizational dimensions. Another customer, one of the world’s largest
information media businesses, deep in the implementation of a game-changing
technology replatforming, has a team of our consultants engaged in helping them
implement this program successfully. At one of the leading publishing houses, we
helped transform production processes, reducing the cost of product fabrication
by 40%.





Clients





Revenues from Bloomberg L.P. (“BLP”) in
the fiscal year ended 2009 were approximately $27.1 million, or 34% of total
revenues. Revenues from Reed Elsevier affiliated companies (the “RE Clients”) in
the fiscal year ended 2009 were approximately $8.2 million or 10% of total
revenues. No other client generated more than 10% of our revenues in 2009. BLP
and the RE Clients together generated approximately 44%, 47% and 49% of our
total revenues in the fiscal years ended December 31, 2009, 2008 and 2007,
respectively. Revenues from clients located in foreign countries (principally in
Europe) accounted for 21%, 21% and 23% of our total revenues for each of these
respective fiscal years.





We have long-standing relationships
with many of our clients, and have provided services to the clients mentioned in
the preceding paragraph for over nine years. Many of our clients are recurring
clients, meaning that they have continued to provide additional projects to us
after their initial engagement. Our track record of delivering high-quality
services helps us to solidify client relationships and gain increased business
from our existing clients. As a result, our history of client retention enables
us to derive a significant proportion of revenue from repeat
clients.





Our contractual arrangements with BLP
consist of a master services agreement (“MSA”) and separately agreed to
statements of work (“SOWs”) for specific services. The MSA automatically renews
on an annual basis unless terminated by either party on 60 days’ prior notice.
BLP may terminate the MSA on 30 days’ notice, and it may terminate the SOWs on
notice periods ranging from 30 days to 90 days. The MSA and SOWs may also be
terminated by either BLP or the Company on notice periods of 30 days or less for
“cause,” or on insolvency related events or changes of control of the other
party. The MSA also contains confidentiality, limitation of liability,
indemnification and other standard provisions.





Our contractual arrangements with the
RE Clients consist of three MSAs and separately agreed to SOWs for specific
services. Two of the MSAs have indefinite terms, and the third has a term that
ends in February 2014. RE Clients may terminate one MSA without prior notice,
the second on six months’ notice and the third on three months’ notice, and they
may terminate their respective SOWs on notice periods of up to 180 days. They
may also terminate certain of the MSAs and SOWs on notice periods of 90 days or
less for “cause” and for insolvency related events, and on changes of control,
force majeure and the imposition of certain price increases by the Company that
are not acceptable to them. The Company may terminate two of the MSAs on notice
periods of 180 days, and it may also terminate certain of the MSAs and SOWs for
“cause”, insolvency related events affecting the RE Clients, and certain other
defined events. The MSAs contain confidentiality, limitation of liability,
indemnification and other standard provisions.





Our agreements with our other clients
are in most cases terminable on 30 to 90 days' notice. A substantial portion of
the services we provide to our clients is subject solely to their
requirements.


5




Competitive
Strengths





Our vertical
expertise.   We are primarily focused on the media, publishing
and information services vertical market. We maintain a staff of highly skilled
experts to provide a range of end-to-end business solutions. In addition, we
utilize our underlying domain experts in law, medicine, finance and engineering
to provide additional value-added KPO services directly to these
sectors.





Our global delivery
model.   We have operations in seven countries in North
America, Europe and Asia. We provide services to our clients through a
comprehensive global delivery model that integrates both local and global
resources to obtain the best economic results. For example, we create high-end
website content using teams from India, the Philippines and Israel that together
constitute a global workflow. We use a similar approach in providing technical
writing services to a large telecommunications company, virtually joining
resources from the United States, the Philippines and China. Our offshore
outsourcing centers are ISO 9001:2000 certified and our engineering and IT
facility in Noida, India meets ISO/IEC 27001:2005specifications.





Our proven track record and
reputation.   By consistently providing high-quality services,
we have achieved a track record of project successes. This track record is
embodied by our reputation as a leader in the KPO marketplace, especially within
the media, publishing and information services sector. This reputation or brand
provides an assurance of expertise, quality execution and risk
mitigation.





Our focus on technology and
engineering.   Rather than simply relying on labor cost
arbitrage to create value for clients, our engineering team optimizes efficiency
by integrating proprietary and best-in-class third party tools into our
workflows. In addition, our engineering team provides work directly to our
clients, helping them achieve improved efficiencies within their own
operations.





Our long-term relationships with
clients.   We have long-term relationships with many of our
clients, who frequently retain us for additional projects after a successful
initial engagement. We believe there are significant opportunities for
additional growth with our existing clients, and we seek to expand these
relationships by increasing the depth and breadth of the services we provide.
This strategy allows us to use our in-depth client-specific knowledge to provide
more fully integrated KPO services and develop closer relationships with those
clients.





Our ability to
scale.   We have demonstrated the ability to expand our teams
and facilities to meet the needs of our clients. By virtue of the significant
numbers of professional staff working on projects, we are able to build teams
for new engagements quickly. We have also demonstrated the ability to hire and
train people quickly.





Our internal
infrastructure.   We utilize established facilities, technology
and communications infrastructure to support our business model.  We own
and operate some of the most advanced content production facilities in the
world, which are linked by multi-redundant data connections. Our Wide Area
Network – along with our Local Area Networks, Storage Area Networks and data
centers – is configured with full redundancy, often with more than one backup to
ensure 24x7 availability.  Our infrastructure is built to accommodate
advanced tools, processes and technologies that support our content and
technical experts.





Our focus on
quality.   We believe strongly in quality throughout our
organization. We maintain independent quality assurance capabilities in all
geographies where we operate.  Our quality teams are compliant and
certified to the ISO 9000:2000 quality management system standards.





Sales
and Marketing





We market and sell our services
directly through our professional staff, senior management and direct sales
personnel operating out of our corporate headquarters in Hackensack, New Jersey,
just outside New York City, our Dallas, Texas office and our Paris, France
office. We have four executive-level business development and marketing
professionals, and during 2009, we maintained approximately 11 full-time sales
and marketing personnel. We also deploy solutions architects, technical support
experts and consultants who support the development of new clients and new
client engagements. These resources work within teams (both permanent and ad
hoc) that provide support to clients.


6




Our sales professionals identify and
qualify prospects, securing direct personal access to decision makers at
existing and prospective clients. They facilitate interactions between client
personnel and our service teams to better define ways in which we can assist
clients with their goals. For each prospective client engagement, we assemble a
team of our senior employees drawn from various disciplines within our Company.
The team members assume assigned roles in a formalized process, using their
combined knowledge and experience to understand the client’s goals and
collaborate with the client on a solution.





Sales activities include the design and
generation of presentations and proposals, account and client relationship
management and the organization of account activities.





Personnel from our project analysis
group and our engineering services group closely support our direct sales
effort.  These individuals assist the sales force in understanding the
technical needs of clients and providing responses to these needs, including
demonstrations, prototypes, pricing quotations and time estimates. In addition,
account managers from our customer service group support our direct sales effort
by providing ongoing project-level support to our clients.





Our marketing organization is
responsible for developing and increasing the visibility and awareness of our
brand and our service offerings, defining and communicating our value
proposition, generating qualified, early-stage leads and furnishing effective
sales support tools.





Primary marketing outreach activities
include event marketing (including exhibiting at trade shows, conferences and
seminars), direct and database marketing; public and media relations (including
speaking engagements and active participation in industry and technical standard
bodies), and web marketing (including integrated marketing campaigns, search
engine optimization, search engine marketing and the maintenance and continued
development of external websites).





Research
and Development





We did not incur any research and
development costs in each of the three years ended December 31,
2009.





Competition





The market for publishing services and
related KPO and IT services is highly competitive, fragmented and
intense.  Our major competitors include Apex CoVantage, Aptara,
Cenveo, Infosys, HCL Technologies, MacMillan India, SPI Technologies and Thomson
Digital.





We compete successfully by offering
high-quality services and favorable pricing that leverages our technical skills,
IT infrastructure, process knowledge, offshore model and economies of
scale.  Our competitive advantages are especially attractive to
clients for undertakings that are technically sophisticated, require “high-end”
talent, are sizable in scope or scale, are continuing, or that require a highly
fail-safe environment with technology redundancy.





As a provider of these services, we
also compete with in-house personnel at existing or prospective clients who may
attempt to duplicate our services in-house.




7




Locations


We are headquartered in Hackensack, New
Jersey, just outside New York City. We have additional offices in Dallas, Texas;
Paris, France; and Beijing, China. We have ten production facilities in the
Philippines, India, Sri Lanka and Israel. We were incorporated in Delaware in
1988.





Employees





As of December 31, 2009, we employed
approximately 60 persons in the United States and Europe and over 7,000 persons
in ten production facilities in the Philippines, India, Sri Lanka and
Israel.  Most of our employees have graduated from at least a two-year
college program. Many of our employees hold advanced degrees in law, business,
technology, medicine and social sciences.  No employees are currently
represented by a labor union, and we believe that our relations with our
employees are satisfactory.





Corporate
Information





Our principal executive offices are
located at Three University Plaza, Hackensack, New Jersey 07601, and our
telephone number is (201) 371-8000. Our website is www.innodata-isogen.com,
and information contained on our website is not included as a part of, or
incorporated by reference into, this Annual Report on Form
10-K.  There we make available, free of charge, our annual report on
Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any
amendments to those reports as soon as reasonably practicable after we
electronically file that material with, or furnish it to, the Securities and
Exchange Commission (SEC). Our SEC reports can be obtained through the Investor
Relations section of our website or from the Securities and Exchange Commission
at www.sec.gov.


8




PART IV





Item
15.         Exhibits and Financial
Statement Schedules





The
following exhibits are filed as part of this report:





31.1  Certificate
of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.





31.2  Certificate
of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.





32.1  Certification
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.





32.2  Certification
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.


9


SIGNATURES





In accordance with Section 13 or 15(d)
of the Exchange Act, the registrant caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.





INNODATA
      ISOGEN, INC.By:
            /s/ Jack AbuhoffJack
      AbuhoffChairman
      of the Board,Chief
      Executive Officer and PresidentDecember
      2, 2010


10