UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C.20549





FORM
10-K/A





Amendment
No. 1





(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





 ̈Transition
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, LLCSecurities
      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  ̈   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  ̈   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
 ̈





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  ̈        Accelerated
filer þ         Non-accelerated
filer   ̈        Smaller
reporting company  ̈





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).  Yes  ̈   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 amend the information under “Clients” in Item 1 of our
Form 10-K for 2009 originally filed on March 11, 2010, to include the names and
revenues of clients that generated 10% or more of our total revenues in 2009,
and also to include a general description of our contractual arrangements with
these clients.





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.
                Clients
                1Part
      IVItem
      15.
                Exhibits
      and Financial Statement Schedules
                2Signatures
                3





PART I





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.


1





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.


2





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 President


3