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**UNITED STATES**

**SECURITIES AND EXCHANGECOMMISSION**

**WASHINGTON, D.C. 20549**

 

**FORM 10-K/A**

**(Amendment No. 1)**

 

**ANNUALREPORT PURSUANT TO SECTION 13 OR 15(d)**

**OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**For the year ended December 31,2009**

 

**Commission File Number 0-25882**

 

**EZENIA! INC.**

(Exact name of registrant as specified in its charter)

 

| **DELAWARE**                                                   | ** ** | **04-3114212**                          |
|----------------------------------------------------------------|------------|-----------------------------------------|
| (State or other jurisdiction of incorporation or organization) |       | (I.R.S. employer identification number) |

 

**14 Celina Ave, Suite 17-18,Nashua, New Hampshire 03063**

(Address of principal executive offices,including zip code)

 

**(603) 589-7600**

(Registrant’s telephone number, including area code)

 

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Securities Registered Pursuant to Section 12(b) of the Act:

**None**

 

Securities Registered Pursuant to Section 12(g) of the Act:

Common Stock $.01 par value

**Preferred Stock Purchase Rights**

 

Indicate by check mark if the Registrant is a well-known seasonedissuer, as defined in Rule 405 of the Securities Act  Yes o  No x

 

Indicate by check mark if the Registrant is not required to filereports pursuant to Section 13 or 15(d) of the Act  Yes o** **No x

 

Indicate by check mark whether the Registrant (1) has filed allreports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the Registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days.  Yes x  No o

 

Indicate by check mark whether the registrant has submittedelectronically and posted on its corporate Web site, if any, every InteractiveData File required to be submitted and posted pursuant to Rule 405 ofRegulation S-T (§ 232.405 of this chapter) during the preceding 12 months (orfor such shorter period that the registrant was required to submit and postsuch files).  Yes o  No o

 

Indicateby check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein, and will not be contained, to the bestof Registrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K or anyamendment to this Form 10-K. x

 

Indicateby check mark whether the Registrant is a large accelerated filer, anaccelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of “large acceleratedfiler”, “accelerated filer” and “smaller reporting company” in Rule 12b-2of the Exchange Act.

 

| Large Accelerated Filer o |   | Accelerated Filer o                      |
|--------------------------------|--------|------------------------------------------|
|                           |   |                                     |
| Non-Accelerated Filer o        |   | Smaller Reporting Company** ****x** |

 

Indicateby check mark whether the Registrant is a shell company (as defined in Rule 12b-2of the Exchange Act)  Yes o  No x

 

Theaggregate market value of the voting and non-voting common stock held bynon-affiliates of the Registrant as of June 30, 2009 was $2,931,643(computed by reference to the price at which the Registrant’s common stock waslast sold on the OTC Bulletin Board on June 30, 2009).

 

Thenumber of shares outstanding of the Registrant’s common stock as of March 30,2010 was 14,658,217.

 

**DOCUMENTS INCORPORATED BY REFERENCE**

 

None.

 

 

 

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**Ezenia! Inc.**

**2009 Form 10-K/A Annual Report**

**Table of Contents**

 
| ** ** | ** ** | ** **                                                                                       | ** ** | **Page** |
|------------|------------|--------------------------------------------------------------------------------------------------|------------|----------|
|       |       | Explanatory Note                                                                                 |       |     |
|       |       |                                                                                             |       |     |
|       | ** ** | **PART III**                                                                                |       |     |
|       |       |                                                                                             |       |     |
| Item 10.   |       | Directors and Executive  Officers of the Registrant                                              |       | 4        |
| Item 11.   |       | Executive Compensation                                                                           |       | 7        |
| Item 12.   |       | Security  Ownership of Certain Beneficial Owners and Management and Related Stockholder  Matters |       | 13       |
| Item 13.   |       | Certain  Relationships and Related Transactions                                                  |       | 15       |
| Item 14.   |       | Principal  Accountant Fees and Services                                                          |       | 15       |
|       |       |                                                                                             |       |     |
|       | ** ** | **PART IV**                                                                                 |       |     |
|       |       |                                                                                             |       |     |
| Item 15.   |       | Exhibits and  Financial Statements Schedules                                                     |       | 17       |
|       |       |                                                                                             |       |     |
| Signatures |       |                                                                                             |       | 20       |

 

TheCompany’s trademarks include Ezenia!, the Ezenia! Logo, InfoWorkSpace,LaunchPad, and Encounter.  All othertrademarks referred to in this document are the property of their respectivecompanies.

 

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**EXPLANATORY NOTE**

 

Ezenia!Inc. (referred to as the “Company”, “we”, “us” or “our”) is filing thisAmendment No. 1 on Form 10-K/A (this “Amendment”) to itsAnnual Report on Form 10-K for the year ended December 31, 2009,originally filed on March 31, 2010 (the “Original Report”), for thesole purpose of including the information required by Part III of Form 10-K.Accordingly, Items 10, 11, 12, 13 and 14 of Part III of our OriginalReport are replaced in their entirety with the information provided herein.This Form 10-K/A does not amend, update or change any other items or disclosurein the Original Report or reflect events that occurred after the date of theOriginal Report. Therefore, this Amendment should be read in conjunction withour Original Report and our other filings made with the Securities and ExchangeCommission subsequent to the filing of the Original Report.

 

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**PART III**

 

**ITEM 10.  DIRECTORS AND EXECUTIVEOFFICERS OF THE REGISTRANT**

 

Our Board of Directors (the “Board of Directors”) currently consists ofseven members, as Robert McFarland resigned from the Board of Directors in December 2009,and Peter Janke and Larry Snyder were appointed to the Board of Directors in June 2010.  The following table sets forth our directors,their ages and the positions currently held by each person within the Company.

 
| **Name  of Director**       | ** ** | **Age**    | ** ** | **Position(s) Held**                                                                                         |
|-----------------------------|------------|------------|------------|-------------------------------------------------------------------------------------------------------------------|
| ** **                  | ** ** | ** ** | ** ** | ** **                                                                                                        |
| Gerald  P. Carmen           |       | 79         |       | Class I  Director                                                                                            |
|                        |       |       |       |                                                                                                              |
| Peter  Janke (4)            |       | 68         |       | Class I  Director                                                                                            |
|                        |       |       |       |                                                                                                              |
| Larry  Snyder (4)           |       | 59         |       | Class I  Director                                                                                            |
|                        |       |       |       |                                                                                                              |
| Ronald  L. Breland (2)(3)   |       | 61         |       | Class II  Director                                                                                           |
|                        |       |       |       |                                                                                                              |
| John  A. McMullen (1)(2)(3) |       | 68         |       | Class II  Director                                                                                           |
|                        |       |       |       |                                                                                                              |
| Khoa  D. Nguyen             |       | 56         |       | Chairman  of the Board of Directors (Class III Director), President, Chief  Executive Officer, and Treasurer |
|                        |       |       |       |                                                                                                              |
| George  Q. Stevens (1)      |       | 64         |       | Class III  Director                                                                                          |

 

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(1)                                  Members of theAudit Committee

(2)                                  Members of theCompensation Committee

(3)                                  Members of theNominating Committee

(4)                                  Not appointedto any Board committees as of the date of this filing

 

GERALDP. CARMEN has been a Class I Director of the Company since February 2005.Mr. Carmen is currently an independent consultant.  As one of the founding partners of the CarmenGroup, Inc., Mr. Carmen served as Vice Chairman from 1990 to August 2004.  In 1989, Mr. Carmen served as Presidentand Chief Executive Officer of the Federal Asset Disposition Association, thepredecessor of the current Resolution Trust Corporation. From August 1986to May 1988, Mr. Carmen served as National Chairman for Citizens forAmerica.  Mr. Carmen was appointedby President Reagan to serve as the United States Permanent Representative tothe United Nations office and other international organizations in Geneva,Switzerland, from May 1984 to August 1986.  From 1981 to 1984, Mr. Carmen was theAdministrator of the General Services Administration.  Mr. Carmen has been a member of theCabinet Council for Management and Administration, the White House PropertyReview Board, and the President’s Committee on Arts and Humanities.  Mr. Carmen also served on the board ofStar Scientific, Inc.  The Board ofDirectors believes Mr. Carmen’s qualifications to sit on the Board ofDirectors include his direct experience within the Federal government and hiswork with the Carmen Group in assisting other companies in developing strategicrelationships within governmental markets, as well as his leadership skills.

 

PETERJANKE has been a Class I Director of the Company since June 2010. MrJanke is the Executive Vice President of the Seneca Group, LLC where he launcheda consulting practice in corporate restructuring and revitalization.  He has served as CEO of a $40 million clientcompany in a turnaround situation and successfully stabilized it within ninemonths.  Mr Janke also served as theChief Operating Officer of Raytheon Information Solutions where he assumedoperating control of $300 million Federal Information Technology businessscattered 

 

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amongseveral business units and was chartered to consolidate contracts, businesspractices, personnel and market strategies. He was also the Senior VicePresident of Business Development at STG, Inc. and the Senior Vice Presidentof Marketing & Sales at Litton Information Systems Group. Mr Jankeearned a MA at Georgetown, a BA at the University of Wisconsin and has attendedthe Executive Education Program and Restructurings, Mergers and Acquisitions atthe Harvard Business School.  Mr Janke isa Vietnam veteran who served in the US Air Force and carries a current TopSecret clearance. The Board of Directors believes Mr. Janke’squalifications to sit on the Company’s Board of Directors include hisconsulting, operational management, and business skills.  Mr. Janke has many years experience inworking with the Federal Government and assisting other companies in planningand implementing a turnaround strategies. .

 

LARRYSNYDER has been a Class I Director of the Company since June 2010.  Mr. Snyder is the Managing Director andprincipal, Quinault Capital, LLC privately held investment banking andconsulting firm. Prior to co-founding Quinault Capital, Mr. Snyder wasmanaging director at CRT Capital an investment banking firm based inConnecticut. His investment experience spans a total of 34 years infinancial management, which includes 4 years at Merrill Lynch, 24 years atRefco, and 2 years at Pali Capital. At Refco, he directed the implementation ofcorporate and union pension securities in excess of $100 billion. Refco’sPension Investment Monitoring and Evaluation Services portfolios were $400million to $20 billion in asset size. He previously served on theWashington State University’s Business School Board for over 15 years and EtonTechnical Institute’s Board of Directors for 12 years. His professionallicenses include Series 3, 6, 7, 24, 26 and 63. Mr. Snyder majored infinance at Montana State University and at Washington State University. TheBoard of Directors believes Mr. Snyder’s qualifications to sit on theCompany’s Board of Directors include his experience in investment banking,financial management and operating experience along with his consultingexpertise.

 

GEORGEQ. STEVENS was named a Class III Director of the Company in June 2009.For over thirty-five years, Mr. Stevens has been extensively involved inmergers and acquisitions and the turn-around of many businesses, includingstart-ups.  From 1971 to 1986, Mr. Stevenswas with American Standard and rose to the rank of President of one of theirdivisions, with thirteen specialized manufacturing plants.  When the division was sold to facilitate thepurchase of Trane in 1985, Mr. Stevens led the acquisition of two plants,energized the operations, and sold them both. In 1986, Mr. Stevens formed Stevens Information Systems (SIS),which developed the technology used by major investment houses to managecomplex retirement plan assets of Fortune 500 companies across the UnitedStates and Europe.  In 2004, Mr. Stevenssold SIS and remained as Chairman until early 2005.  In 2005, Mr. Stevens founded StevensResource Group (SRG), which specializes in assessments and due diligence oflarge investment opportunities for multiple investment banking houses, providesbusiness consulting for investment banking and private placement fields, andmaintains an extensive finder network throughout the United States, Asia,Europe and the Middle East.  Recently, Mr. Stevensserved and has served as officer, director and/or advisor for various companiesincluding Nanonize Technologies, TeknoCreations, Accesskey IP, Adamas EquityFund, Stealth Equity Fund, and Quinault Capital.  Mr. Stevens has been a guest lecturerfor various corporations and universities with an emphasis on the rigor of startinga company, finance and management, and investment banking.  The Board of Directors believesMr. Stevens’s qualifications to sit on the Board of Directors include hisexperience in evaluating investment opportunities and his involvement inbusiness turn-around situations, as well as his executive management andoperating experience.

 

RONALDL. BRELAND has been a Class II Director of the Company since September 2004.  Mr. Breland is currently the VicePresident of Business Development at IMMIX Group, Inc. and was formerlythe President and Chief Executive Officer of EC America and SelbreAssociates.  Prior to establishing ECAmerica in March 1998 and Selbre Associates in June 1988, Mr. Brelandwas Vice President of Marketing and Sales for General Digital Corporation inRockville, Maryland and, prior to that, Vice President of Sales for KennedyCompany, a division of Allegheny International. Mr. Breland has over 30 years of experience in contract negotiationand management for both commercial and government markets, development ofstrategic and tactical marketing programs, engineering development andmarketing, and equipment and service sales. Mr. Breland has developed, supervised and negotiated more than1,000 government contract programs, and successfully conducted governmentcontract compliance audits for Fortune 100 companies.  Mr. Breland is a Charter Member of theIndustry Advisory Council of the Federation of Government InformationProcessing Councils and the General 

 

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ServiceAdministration’s Advisory Council, a premier member of the Coalition forGovernment Procurement, and a former member of the Baltimore-WashingtonMinority Economic Development Council. The Board of Directors believes that Mr. Breland’s qualificationsto sit on the Board of Directors include his executive management and marketingexperience, as well as his extensive experience in developing, supervising andnegotiating government contract programs.

 

JOHNA. MCMULLEN has been a Class II Director of the Company since April 2005.Mr. McMullen previously served as a director of the Company from February 2000until August 2003. In September 2003, Mr. McMullen took time offto actively participate in the political process by running for the Senate inthe state of Vermont.  Since 1985, Mr. McMullenhas been with Cambridge Meridian Group, Inc. and is currently a ManagingPrincipal. Mr. McMullen has over 25 years of experience in financialanalysis, acquisition planning, market assessment and research, competitiveanalysis, and corporate strategy.  Inaddition, Mr. McMullen taught Business Strategy at Harvard Law School, andhas published articles in the fields of management, strategy, and law.  Mr. McMullen also has experience in theinvestment banking community in New York with Morgan Stanley and Company,worked with the Boston Consulting Group on strategy assignments, and was anengineer with the U.S. Atomic Energy Commission.  Mr. McMullen is a Phi Beta Kappagraduate of Columbia University with B.S. and B.A. degrees in Applied Physicsand Engineering, received a J.D. with Honors from the Harvard Law School and aM.B.A. with High Distinction from the Harvard Business School, where he waselected a first year Baker Scholar. Mr. McMullen is a member of the Barsof New York, Massachusetts, and the District of Columbia. In 1982 and 1983, heserved on the Governor’s 11 person Advisory Task Force on the MassachusettsDepartment of Revenue.  Mr. McMullenalso served on the board of directors of MRO Software, Inc.  The Board of Directors believes that Mr. McMullen’squalifications to sit on the Board of Directors include his decades ofexperience in financial and market analysis and corporate strategy, as well ashis financial expertise.

 

KHOAD. NGUYEN has been a director of the Company since December 1997.  Mr. Nguyen was named President and ChiefExecutive Officer of the Company effective April 9, 1998 and, from August 2002until April 2006, he also served as the Company’s Chief Financial Officerand Secretary. Since August 2002, Mr. Nguyen has served as Treasurerof the Company.  Previously, Mr. Nguyenhad been Executive Vice President and Chief Operating Officer of the Companyfrom September 1997 to April 1998. Prior to joining the Company, Mr. Nguyen was employed at PictureTelCorporation, a videoconferencing company, where he served as Chief TechnologyOfficer and General Manager of the Group Systems and Networking Productsdivisions from February 1994 to August 1996 and as Vice President ofEngineering from January 1993 to February 1994.  From August 1991 to December 1992,he was Vice President of Engineering at VTEL Corporation, a videoconferencing company.  Previously, Mr. Nguyen held variousresearch and development positions at IBM Corporation.  The Board of Directors believesMr. Nguyen’s qualifications to sit on our Board of Directors include hisdecades of experience in the industry, including 13 years as Chief ExecutiveOfficer and/or Chief Operating Officer of the Company, and his deepunderstanding of our historical and current business strategies, objectives andproducts.

 

TheBoard of Directors has an Audit Committee (the “Audit Committee”), which iscomprised of Mr. McMullen and Mr. Stevens.  Mr. McFarland served on the AuditCommittee until his resignation in December 2009.  The Audit Committee engages our independentregistered public accounting firm, consults with our independent registeredpublic accounting firm concerning the scope of the audit, reviews the resultsof their examination, reviews and approves any material accounting policychanges affecting our operating results, and reviews the Company’s financialcontrols.  The Board of Directors hasdetermined that Mr. McMullen is an “audit committee financial expert” asthat term is defined by the applicable rules and regulations of theSecurities and Exchange Commission.

 

Ourexecutive officers and their ages are:

** **
| **Name**        | ** ** | **Age** | ** ** | **Principal Position**                                       |
|-----------------|------------|---------|------------|--------------------------------------------------------------|
|            |       |    |       |                                                         |
| Khoa  D. Nguyen |       | 56      |       | Chairman,  President, Chief Executive Officer, and Treasurer |

 

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| Thomas  J. McCann |   | 65 |   | Chief  Financial Officer and Secretary |
|-------------------|--------|----|--------|----------------------------------------|

 

KHOAD. NGUYEN. See biographical information above for Mr. Nguyen.

 

THOMASJ. MCCANN has been with the Company since 2005. In February 2010, Mr. McCann was appointed Chief FinancialOfficer and Secretary of the Company, with his prior position being theCorporate Controller of the Company.  Prior to joining the Company,Mr. McCann spent 25 years at Digital Equipment Corporation and HewlettPackard Company in various financial management positions. He also worked invarious positions at the Draper Division of Rockwell International.  Hehas been a member of the American Institute of Certified Public Accountants(AICPA) since 1972.

 

Mr. McCannreplaced Kevin M. Hackett as Chief Financial Officer of the Company.  Mr. Hackett resigned from the Company,effective as of February 12, 2010.

 

**Section 16(a) BeneficialOwnership Reporting Compliance**

 

Section 16(a) ofthe Securities Exchange Act of 1934, as amended, requires our officers,directors and persons who own more than ten percent (10%) of a registered classof our equity securities to file reports of ownership on Forms 3, 4 and 5 withthe Securities and Exchange Commission and the Company.  Based on our review of copies of such forms,each officer, director and ten percent (10%) holder complied with his/herobligations in a timely fashion with respect to transactions in our securitiesduring the year ended December 31, 2009.

 

**Code ofConduct**

 

Wehave adopted a Code of Business Conduct and Ethics (the “Code”) that applies toall of our employees, including our executive officers and directors. The Codeis available on our website at www.ezenia.com. We intend to disclose any amendments to or waivers of the Code on behalfof our Chief Executive Officer, Chief Financial Officer, Controller, andpersons performing similar functions on our website. We shall also provide toany person without charge, upon request, a copy of the Code.  Any such request must be made in writing toEzenia! Inc., c/o Investor Relations, 14 Celina Ave, Suite 17-18, Nashua,New Hampshire 03063.

 

**ITEM 11.  EXECUTIVE COMPENSATION**

 

**Processesand Procedures for Determining Executive Compensation**

 

*CompensationPhilosophy*

 

Ourcompensation policies for executive officers are based on the belief that theinterests of executives should be closely aligned with those of the ourstockholders.  The compensation policiesare designed to achieve the following objectives:

 

·             Offercompensation opportunities that attract highly qualified executives, rewardoutstanding initiative and achievement and retain the leadership and skillsnecessary to build long-term stockholder value.

 

·             Maintain asignificant portion of the executives’ total compensation at risk, tied to boththe annual and long-term financial performance of the Company and the creationof stockholder value.

 

·             Further ourshort and long-term strategic goals and values by aligning executivecompensation with business objectives and individual performance.

 

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*CompensationProgram*

 

Ourexecutive compensation program is administered by the Compensation Committee ofthe Board of Directors (the “Compensation Committee”).  The Compensation Committee is comprised of Mr. Brelandand Mr. McMullen, each of whom is independent according to rules ofThe Nasdaq Stock Market LLC.  TheCompensation Committee establishes and administers the Company’s executivecompensation policies and plans and administers our stock option and otherequity-related employee compensation plans. The Compensation Committee typically does not retain compensationconsultants, but does consider internal and external information in determiningofficers’ compensation, including outside survey data.

 

Ourexecutive compensation program has three major integrated components: basesalary; cash bonuses; and long-term incentives.

 

*Base Salary. *Base salarylevels for executive officers are determined annually by reviewing thecompetitive pay practices of networking companies of similar size and marketcapitalization, the skills, performance level and contribution to the businessof individual executives and the needs of the Company.  Overall, the Compensation Committee believesthat base salaries for our executive officers are competitive with median basesalary levels for similar positions in these networking companies.

 

*Cash Incentive Compensation. *Our executiveofficers are eligible to receive cash incentive awards designed to motivatethem to attain short-term and longer-term corporate and individual managementgoals.  The Compensation Committeeestablishes annual bonus opportunities for each executive officer in relation tohis or her base salary.  Bonuses underthis program are based on our attainment of specific performance measuresestablished by the Compensation Committee early in the fiscal year, by theachievement of specified individual objectives, and by the degree to which eachexecutive officer contributes to our overall success and the managementteam.  In 2009, the formula for the namedexecutive officers’ bonuses was based on a combination of individual objectivesand the Company’s revenue and profitability objectives. Because theseperformance targets were not obtained, no bonuses were awarded for 2009.

 

*Long-Term Incentives*.  The Compensation Committee believes thatstock options are an appropriate vehicle for compensating its officers andemployees.  We provide long-termincentives through our 2004 Stock Incentive Plan.  The purpose of long-term stock options is tocreate a direct link between executive compensation and increases instockholder value.  When determining optionawards for an executive officer, the Compensation Committee considers the executive’scurrent contribution to our performance, the anticipated contribution tomeeting our long-term strategic performance goals and industry practices andnorms.  Long-term incentives granted inprior years and existing levels of stock ownership are also taken intoconsideration.  Because the receipt ofvalue by an executive officer under a stock option is dependent upon anincrease in the price of our common stock (“Common Stock”), this portionof the executive’s compensation is directly aligned with an increase instockholder value.

 

*ChiefExecutive Officer Compensation*

 

TheChief Executive Officer’s base salary, cash incentive awards and long-termincentive compensation are determined by the Compensation Committee, and arebased upon the same factors that are employed by the Compensation Committee forexecutive officers generally. Mr. Nguyen’s base salary for the years endedDecember 31, 2009 and 2008 was $285,000. The Chief Executive Officer mayalso be entitled to an annual cash bonus depending on our performance.  No bonuses were awarded in 2009 and 2008. TheCompensation Committee, in its sole discretion, determines the amount of anysuch cash bonus.  Mr. Nguyen has anemployment agreement with the Company that is described below under the heading“Potential Payments upon Termination or Change-in-Control”.

 

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*Deductibilityof Executive Compensation*

 

Section 162(m) ofthe Internal Revenue Code of 1986, as amended (the “Code”), limits the taxdeduction to $1,000,000 for compensation paid to certain executives of publiccompanies.  This limitation does notapply to compensation that constitutes “qualified performance-basedcompensation” within the meaning of Section 162(m) of the Code andthe regulations promulgated thereunder. In any case, the historical combined salary and bonus of each executiveofficer of the Company has been below the $1,000,000 limit.  The Compensation Committee’s presentintention is to structure executive compensation to minimize the application ofthe deduction limitation of Section 162(m) of the Code unless theCompensation Committee feels the necessary changes in our executive compensationprogram needed to accomplish this objective would not be in the best interestof the Company or its stockholders.

 

**Summary Compensation Table — 2009**

 

Thefollowing table sets forth, for the years ended December 31, 2009 and2008, the total compensation of our Principal Executive Officer and formerPrincipal Financial Officer (the “Named Executive Officers”).

 
| **Name  and  Principal Position**                            | ** ** | **Year** | ** ** | **Salary  ($)** | ** ** | **Option  Awards($)(2)** | ** ** | **All Other  Compensation  ($) (3)** | ** ** | **Total ($)** | ** ** |
|--------------------------------------------------------------|------------|----------|------------|-----------------|------------|--------------------------|------------|--------------------------------------|------------|---------------|------------|
|                                                         |       |     |       |            |       |                     |       |                                 |       |          |       |
| Khoa D. Nguyen                                               |       | 2009     |       | 285,000         |       | 360,304                  |       | 125,000                              |       | 770,304       |       |
| Chairman, President, Chief Executive Officer, and  Treasurer |       | 2008     |       | 285,000         |       | 458,511                  |       | 125,000                              |       | 868,511       |       |
|                                                         |       |     |       |            |       |                     |       |                                 |       |          |       |
| Kevin M. Hackett (1)                                         |       | 2009     |       | 180,000         |       | 5,500                    |       | —                               |       | 185,500       |       |
| Former Chief Financial Officer                               |       | 2008     |       | 43,038          |       | 964                      |       | —                               |       | 44,002        |       |

 

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(1)           Mr. Hackettjoined the Company on October 6, 2008, and resigned in February 2010.

(2)           These amountsrepresent the aggregate grant date fair value of the option awards in the yearin which the grant was made. The assumptions used for calculating the grantdate fair value are set forth in Note 7 to our consolidated financialstatements included in the Original Report. The actual amount that will be realized, if any, upon the exercise of anoption will depend upon the extent to which the market price of the CommonStock exceeds the option exercise price at the time the option isexercised.  The exercise price of theseawards is the market closing price of the Common Stock on the grant date.

(3)           All othercompensation for each individual was below $10,000,****exceptfor Mr. Nguyen for whom the Company paid life insurance premiums.

 

**OutstandingEquity Awards at Fiscal Year-End Table — 2009**

 

Thefollowing table sets forth information concerning unexercised options andequity incentive plan awards for each of the Named Executive Officersoutstanding as of December 31, 2009.

 

Allof the options presented below vest over a four-year period with 25% of theshares underlying such options vesting at the end of the first year and thebalance of the shares vesting in equal quarterly installments over the nextthree years.  These options expire on thetenth anniversary of the grant date.

 

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| **Name**         | ** ** | **Number of  Securities  Underlying  Unexercised Options  (#)  Exercisable** | ** ** | **Number of  Securities  Underlying  Unexercised  Options  (#)  Unexercisable** | ** ** | **Option  Exercise  Price  ($)** | ** ** | **Option  Expiration  Date** | ** ** |
|------------------|------------|------------------------------------------------------------------------------|------------|---------------------------------------------------------------------------------|------------|----------------------------------|------------|------------------------------|------------|
| Khoa D. Nguyen   |       | 10,958                                                                       |       |                                                                            |       | 9.125                            |       | 02/21/2010 (1)               |       |
|             |       | 500,000                                                                      |       |                                                                            |       | 0.97                             |       | 01/14/2015 (2)               |       |
|             |       | 281,250                                                                      |       | 18,750                                                                          |       | 3.30                             |       | 02/28/2016 (3)               |       |
|             |       | 239,042                                                                      |       |                                                                            |       | 9.125                            |       | 02/21/2010 (4)               |       |
|             |       | 206,250                                                                      |       | 93,750                                                                          |       | 2.15                             |       | 03/08/2017 (5)               |       |
|             |       | 218,750                                                                      |       | 281,250                                                                         |       | 0.69                             |       | 03/13/2018 (6)               |       |
|             |       |                                                                         |       | 500,000                                                                         |       | 0.09                             |       | 02/24/2019 (7)               |       |
| Kevin M. Hackett |       | 22,500                                                                       |       | 67,500                                                                          |       | 0.34                             |       | 10/06/2018 (8)               |       |
|             |       |                                                                         |       | 35,000                                                                          |       | 0.09                             |       | 02/24/2019 (9)               |       |

 

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(1)                    Stock option award for10,958 shares of the Common Stock was granted on 02/21/2000.  This option expired in February 2010.

(2)                    Stock option award for500,000 shares of the Common Stock was granted on 01/14/2005.  All of the shares underlying this grant havevested.

(3)                    Stock option award for300,000 shares of the Common Stock was granted on 02/28/2006.  25% of the shares underlying the award vestedon 02/28/2007, with the remaining shares vesting in equal quarterlyinstallments thereafter, until the award becomes fully vested.

(4)                    Stock option award for239,042 shares of the Common Stock was granted on 02/21/2000.  This option expired in February 2010.

(5)                    Stock option award for300,000 shares of the Common Stock was granted on 03/08/2007.  25% of the shares underlying the award vestedon 03/08/2008, with the remaining shares vesting in equal quarterlyinstallments thereafter, until the award becomes fully vested.

(6)                    Stock option award for500,000 shares of the Common Stock was granted on 03/31/2008.  25% of the shares underlying the award vestedon 02/24/2010, with the remaining shares vesting in equal quarterlyinstallments thereafter, until the award becomes fully vested.

(7)                    Stock option award for500,000 shares of the Common Stock was granted on 02/24/2009.  25% of the shares underlying the award vestedon 02/24/2010, with the remaining shares vesting in equal quarterlyinstallments thereafter, until the award becomes fully vested.

(8)                    Stock option award for90,000 shares of the Common Stock was granted on 10/06/08. 25% of the sharesunderlying the award vested on 10/06/2009, with the remaining shares vesting inequal quarterly installments thereafter, until the award becomes fullyvested.  Vesting terminated when Mr. Hackettresigned from the Company in February 2010. All rights to purchase sharesunder this option have been terminated.

(9)                    Stock option award for35,000 shares of the Common Stock was granted on 02/24/2009.  25% of the shares underlying the award vestedon 02/24/2010, with the remaining shares vesting in equal quarterlyinstallments thereafter, until the award becomes fully vested.  Vesting terminated when Mr. Hackettresigned from the Company in February 2010. All rights to purchase sharesunder this option have been terminated.

 

**OtherCompensation Related Information**

 

BenefitPlans

 

*2004 Stock Incentive Plan.*  We currently maintain the 2004 StockIncentive Plan (the “2004 Plan”). The purpose of the 2004 Plan is toattract and retain the best available personnel for positions of substantialresponsibility and to provide additional incentives to certain employees,officers, directors, and consultants to 

 

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contributeto our success.  We may issue stockoptions, restricted stock awards and/or stock grants pursuant to the 2004 Plan.

 

*Savings Plan. *We also sponsora savings plan for our employees, which has been qualified under Section 401(k) ofthe Internal Revenue Code (the “401(k) Plan”).  Eligible employees are permitted tocontribute to the 401(k) Plan through payroll deductions within statutoryand plan limits.  Company contributionsare made at the discretion of the Board of Directors.  Beginning in 1997, the Board of Directorsauthorized the Company to match a portion of its employees’ contributions tothe 401(k) Plan, and, in fiscal years 1997 through 2009, we made amatching contribution of thirty percent (30%) of each employee’s contributionsto the extent the employee’s contribution equaled five percent (5%) or more ofsuch employee’s gross compensation.

 

NonqualifiedDeferred Compensation — 2009

 

*Deferred Compensation Plan.*  Effective March 31, 2006, we adopted theEzenia Deferred Compensation Plan (the “Plan”). Under this Plan,eligible employees may elect to defer up to 100% of their base and incentivecompensation into the Plan. We are under no obligation to establish a fund orreserve in order to pay the benefits under the Plan except in the event of achange in control.  If funded, the planTrustee makes all investment decisions for the Trust on behalf of theparticipants. We have not guaranteed a return on investment for theparticipants, however, all earnings and losses on the Plan assets are borne bythe participants.  All contributions andearnings are fully vested to the participant when made but are subject to ourcreditors in the event of bankruptcy.

 
| **Name**       | ** ** | **Executive  Contributions  in 2009  ($)** | ** ** | **Registrant  Contributions  in 2009  ($)** | ** ** | **Aggregate Gains  In 2009  ($)** | ** ** | **Aggregate  Withdrawals/  Distributions  ($)** | ** ** | **Aggregate  Balance  At December  31, 2009  ($)** | ** ** |
|----------------|------------|--------------------------------------------|------------|---------------------------------------------|------------|-----------------------------------|------------|-------------------------------------------------|------------|----------------------------------------------------|------------|
| Khoa D. Nguyen |       | —                                     |       | —                                      |       | 46,514                            |       | —                                          |       | 180,013                                            |       |

 

Mr. Nguyenis the only employee who participates in the Plan, and he only contributed tothe Plan in 2006.  The 2006 contributionof $180,000 was valued at $180,013 as of December 31, 2009.

 

**Potential Payments upon Termination or Change-in-Control**

 

In2007, we entered into a new employment agreement with Mr. Nguyen.  Under the employment agreement, Mr. Nguyenis entitled to a base salary at an annual rate to be established by the Boardof Directors and is eligible to receive additional cash compensation under ourannual incentive plan based upon specific financial and/or other targets asapproved by the Compensation Committee. Mr. Nguyen is also eligible toparticipate in the employee benefit plans and executive compensation programsmaintained by the Company applicable to other key executives of theCompany.  In addition, we have agreed toprocure life insurance coverage on behalf of Mr. Nguyen in the amount of$1.75 million.

 

Inthe event that Mr. Nguyen’s employment is terminated without cause (asdefined in the employment agreement) or Mr. Nguyen resigns on account of achange of status (as defined in the employment agreement), Mr. Nguyen isentitled to receive an amount equal to two times (1) the highest annualsalary in effect for him during the 12-month period immediately preceding thedate of termination and (2) his current targeted annual incentive bonus(as defined in the employment agreement) (or, if no annual incentive bonus isthen in effect, then the highest annual incentive bonus or other aggregatebonus(es) actually paid to Mr. Nguyen in any of the three preceding fiscalyears of the Company).  In addition, alloptions and restricted stock awards held by Mr. Nguyen under the Company’sstock option plans shall become fully vested and exercisable.  Mr. Nguyen and his spouse are alsoentitled to be covered under the Company’s medical insurance plans for theirlives.

 

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In the event that Mr. Nguyen’s employment with the Companyterminates due to his death prior to termination without cause or due to achange of status, Mr. Nguyen’s spouse or beneficiaries are entitled toreceive a lump sum payment equal to what Mr. Nguyen would have received ifhis employment had been terminated without cause as described above.

 

Ifwe terminate Mr. Nguyen’s employment other than for cause either inanticipation of or as required to accomplish a change of control (as defined inthe employment agreement) or within 24 months after a change of control, or Mr. Nguyenresigns on account of a change in status within 24 months of a change ofcontrol, Mr. Nguyen is entitled to receive a severance payment equal tofour times the sum of (1) Mr. Nguyen’s base compensation for ourfiscal year then in effect or if greater, Mr. Nguyen’s base compensationfor our fiscal year immediately preceding the year in which such terminationoccurs, plus (2) Mr. Nguyen’s annual target incentive bonus for thefiscal year then in effect (or, if no target incentive bonus is in effect forsuch year, then the highest annual incentive bonus or other aggregate bonus(es)actually paid to Mr. Nguyen in any of the three preceding fiscal years).Effective upon a change of control, all options and restricted stock awardsheld by Mr. Nguyen under any of our stock option plans shall becomeexercisable and vested in full.  Mr. Nguyenand his spouse are also entitled to be covered under our medical insuranceplans for their lives.  In addition, Mr. Nguyenis entitled to receive a tax gross-up payment from the Company to cover anyexcise taxes imposed by Section 280G of the Code.

 

Inaddition, the Company has entered into severance agreements with Mr. McCannand certain members of senior management. If the individual’s employment isterminated by the Company without “cause”, or the individual terminates hisemployment for “good reason”, then the individual will be entitled to receivesalary continuation for six months, as well as the right to participate in theCompany’s health, dental and vision programs during such six-month period.However, if the individual commences any employment or self-employment prior tothe completion of such six-month period, such salary continuation and otherbenefits will cease.

 

**Compensationof Directors**

 

Thefollowing table sets forth, for the fiscal year ended December 31, 2009,the total compensation of the non-management members of the Board of Directors.Compensation of the management member of the Board of Directors is set forth inthe Summary Compensation Table.

 

**DirectorCompensation Table - 2009**

 
| ** **              | ** ** | **Fees**    | ** ** | ** **           | ** ** | ** ** | ** ** |
|-------------------------|------------|-------------|------------|----------------------|------------|------------|------------|
| ** **              | ** ** | **Earned**  | ** ** | ** **           | ** ** | ** ** | ** ** |
| ** **              | ** ** | **or Paid** | ** ** | **Option**           | ** ** | ** ** | ** ** |
| ** **              | ** ** | **in Cash** | ** ** | **Awards**           | ** ** | **Total**  | ** ** |
| **Name**                | ** ** | **($) (1)** | ** ** | **($) (2) (3)** | ** ** | **($)**    | ** ** |
| Ronald L. Breland       |       | 12,500      |       | 9,926                |       | 22,426     |       |
| Gerald P. Carmen        |       | 15,000      |       | 10,055               |       | 25,055     |       |
| Robert N. McFarland (4) |       | 14,000      |       | 12,242               |       | 26,242     |       |
| John A. McMullen        |       | 13,500      |       | 12,841               |       | 26,341     |       |
| George Q. Stevens       |       | 10,000      |       | 1,445                |       | 11,445     |       |

 

----

(1)   We pay each non-employee director a fee of$3,000 per meeting of the Board of Directors attended in person or $500 foreach meeting attended remotely.  We alsopay each non-employee director $500 for each meeting of the Audit Committee,Compensation Committee, and Nominating Committee attended by such director.

 

(2)   Initially, each non-employee director whojoins the Board of Directors receives an option to purchase 35,000 shares ofCommon Stock.  In fiscal year 2009, Mr. Stevensreceived an option to purchase 35,000 shares at a price of $0.17 pershare.  All other directors received anoption to purchase 15,000 shares at a price of $0.09 per share in

 

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2009.Each of these options becomes exercisable over a four-year period with 25% ofthe shares underlying such options vesting each year.  Such option grants have a term of ten years.

 

(3)  These amounts represent the aggregategrant date fair value of the option awards in the year in which the grant wasmade. The assumptions used for calculating the grant date fair value are setforth in Note 7 to our consolidated financial statements included in the OriginalReport.  The exercise price of theseoptions is based upon the closing price of the Common Stock on the grantdate.  The actual amount that will berealized, if any, upon an exercise of an option will depend upon the extent towhich the market price of the Common Stock exceeds the option exercise price atthe time the option is exercised.

 

(4)   Mr. McFarland resigned in December 2009.

 

(5)   Thestock options outstanding at December 31, 2009 for each of thenon-employee directors were as follows: Mr. Breland, options to purchase83,000 shares; Mr. Carmen, options to purchase 80,000 shares; Mr. McFarland,options to purchase 24,750 shares; Mr. McMullen, options to purchase80,000 shares; and Mr. Stevens, options to purchase 35,000 shares.

 

**ITEM 12.      SECURITYOWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERMATTERS**

 

Thefollowing table sets forth certain information regarding beneficial ownershipof the Common Stock as of May 27, 2010 by (1) each person who isknown by the Company to own beneficially more than five percent of the CommonStock, (2) each member of the Board of Directors, (3) each of theNamed Executive Officers (as defined under “Summary Compensation Table” below)and (4) all directors and executive officers as a group.  The address for each stockholder is c/oEzenia! Inc., 14 Celina Avenue, Suite 17-18, Nashua, New Hampshire 03063.Except as noted below, each stockholder has sole voting and investment powerwith respect to the shares listed.

 
| ** **                                                       | ** ** | **Shares Beneficially Owned** | ** ** |
|------------------------------------------------------------------|------------|-------------------------------|------------|
| **Directors, Officers and 5% Stockholders**                      | ** ** | **Number**                    | ** ** | **Percent (1)** | ** ** |
| Hummingbird Management LLC                                       |       | 1,586,484                     |       | 10.22 | % |
|                                                             |       |                          |       |   |   |
| Khoa D. Nguyen (2)                                               |       | 2,564,994                     |       | 15.19 | % |
| Ronald L. Breland (3)                                            |       | 94,375                        |       | * |   |
| Gerald P. Carmen (4)                                             |       | 84,375                        |       | * |   |
| John A. McMullen (5)                                             |       | 84,375                        |       | * |   |
| Kevin M. Hackett (6)                                             |       | 1,000                         |       | * |   |
| George Q. Stevens (7)                                            |       | 84,000                        |       | * |   |
| Peter Janke                                                      |       | 0                             |       | * |   |
| Larry Snyder                                                     |       | 0                             |       | * |   |
| All executive officers and directors as a group (9  persons) (8) |       | 3,047,064                     |       | 17.79 | % |

 

----

*Lessthan 1%

 

(1)                      Percentages are calculatedon the basis of 15,526,820 shares of Common Stock outstanding as of May 27,2010. The total number of shares outstanding used in calculating the percentagealso assumes that only the currently exercisable options or options whichbecome exercisable within 60 days of May 27, 2010, held by the person toacquire shares of Common Stock are exercised, but does not include the numberof shares of Common Stock underlying options held by any other person.

 

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(2)                      Includes 1,356,250 sharesthat Mr. Nguyen has the right to acquire within 60 days of May 27,2010 by the exercise of stock options.

(3)                      Includes 87,375 shares that Mr. Brelandhas the right to acquire within 60 days of May 27, 2010 by the exercise ofstock options.

(4)                      Includes 59,375 shares that Mr. Carmenhas the right to acquire within 60 days of May 27, 2010 by the exercise ofstock options.

(5)                      Includes 55,625 shares that Mr. McMullenhas the right to acquire within 60 days of May 27, 2010 by the exercise ofstock options.

(6)                      Mr. Hackett resigned inFebruary 2010.

(7)                      Includes 14,000 shares that Mr. Stevenshas the right to acquire within 60 days of May 27, 2010 by the exercise ofstock options.

(8)                      Includes 1,604,970 sharesthat directors and executive officers of the Company have the right to acquirewithin 60 days of May 27, 2010 by the exercise of stock options.

 

**EquityCompensation Plan Information**

 

Thefollowing table sets forth information as of December 31, 2009 regardingour equity compensation plans under which shares of our Common Stock areauthorized for issuance.

 
| **Plan  Category**                                         | ** ** | **Number of securities to be  issued upon exercise  of outstanding options,  warrants and rights** | ** ** | **Weighted-average  exercise price of  outstanding options,  warrants and rights** | ** ** | **Number of securities  remaining available for  future issuance under equity  compensation plans  (excluding securities  reflected in column (a))** | ** ** |
|------------------------------------------------------------|------------|----------------------------------------------------------------------------------------------------|------------|------------------------------------------------------------------------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------|------------|
|                                                       |       | **(a)**                                                                                            |       | **(b)**                                                                            |       | **(c)**                                                                                                                                              |       |
|                                                       |       |                                                                                               |       |                                                                               |       |                                                                                                                                                 |       |
| Equity compensation plans approved by  securityholders     |       | 3,485,475                                                                                          | (1)        | $                                                                                  | 1.62       |                                                                                                                                                 | 4,283,946  | (2) |
| Equity compensation plans not approved by  securityholders |       | 14,250                                                                                             | (3)        | $                                                                                  | 0.42       |                                                                                                                                                 | —     |   |
| Total                                                      |       | 3,499,725                                                                                          |       | $                                                                                  | 1.61       |                                                                                                                                                 | 4,283,946  |   |

 

----

(1)                                  Includes253,500 shares of Common Stock to be issued upon exercise of outstandingoptions under the 1991 Plan, 34,000 shares of Common Stock to be issued uponexercise of outstanding options under the Director Option Plan, and 3,197,975shares of Common Stock to be issued upon exercise of outstanding options underthe 2004 Plan.

 

(2)                                  Includes4,283,946 shares of Common Stock remaining available for future issuance underthe 2004 Plan. The 1991 Plan terminated on March 31, 2001, and the 1994Non-Employee Director Option Plan terminated on November 9, 2004, and noadditional options may be granted under these plans.

 

(3)                                  Representsshares of Common Stock to be issued upon exercise of outstanding options underthe 2001 Plan.  The 2001 Plan terminatedon December 31, 2004, and no additional options may be granted under thisplan.

 

Adescription of these equity incentive plans is included in Note 7 to ourconsolidated financial statements set forth in the Original Report.

 

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**ITEM 13.      CERTAINRELATIONSHIPS AND RELATED TRANSACTIONS; DIRECTOR INDEPENDENCE**

 

**CertainRelationships and Related Transactions**

 

During 2007, we engagedCarmen Group, Inc. as consultants to develop and implement a strategy formarketing our products to Federal purchasers within the Department of Defenseand appropriate adjacent markets.  ThePresident of the Carmen Group is the son of a member of the Board of Directors.The agreement was terminated in November 2008.  During 2008, we paid the Carmen Group, Inc.$275,000 for consulting services.

 

**Director Independence**

 

TheBoard of Directors has determined that all of the members of the Board ofDirectors are currently “independent directors” as defined by the independence rules ofThe Nasdaq Stock Market LLC, with the exceptions of (a) Mr. Nguyen,who is the Company’s Chief Executive Officer, and (b) Mr. Carmen, due to a consultingarrangement between the Company and the Carmen Group, the president of which isMr. Carmen’s son, from 2007 through 2008.

 

**ITEM 14.  PRINCIPAL ACCOUNTANTFEES AND SERVICES**

 

The Audit Committee voted to engage Caturano & Company, P.C. (“Caturano”)as the Company’s independent public accountants, to audit the financialstatements of the Company and its subsidiaries for the fiscal years ending December 31,2009 and 2008.

 

**Audit Fees**

 

The fees billed for professional services rendered by Caturano for theaudit of our annual financial statements were approximately $123,700 and$146,500, respectively, for the fiscal years ended December 31, 2009 and2008. The aggregate fees billed for professional services rendered by Caturanoincludes the reviews of the financial statements included in our quarterlyreports on Form 10-Q.

 

**Audit Related Fees**

 

We had no audit related fees for 2009 and 2008.

 

**Tax Fees**

 

We had no tax related fees for 2009 and 2008.

 

**All Other Fees**

 

Wehad no other fees for 2009 and 2008.

 

Asummary of the fees paid to Caturano for the fiscal years ended December 31,2009 and 2008 is set forth below:

 
| ** **         | ** ** | **Fiscal  Year** | ** ** | **% of**  | ** ** | **Fiscal  Year** | ** ** | **% of**  | ** ** |
|--------------------|------------|------------------|------------|-----------|------------|------------------|------------|-----------|------------|
| **Fee  Category**  | ** ** | **2009**         | ** ** | **Total** | ** ** | **2008**         | ** ** | **Total** | ** ** |
| Audit Fees         |       | $                | 123,700    |      | 100        | %                | $          | 146,500   |       | 100 | % |
| Audit-Related Fees |       | —           |       | —    |       | —           |       | —    |       |
| All Other Fees -   |       | —           |       | —    |       | —           |       | —    |       |
| Total Fees         |       | $                | 123,700    |      | 100        | %                | $          | 146,500   |       | 100 | % |

 

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All of the services provided by Caturano were approved by the Audit Committee.  The Company’s policy on auditor independencedoes not permit the employment of its independent auditor for materialnon-audit related services, except for services which are incidental anddirectly related to audit activities and tax-related activities.

 

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**PART IV**

 

**ITEM 15.  EXHIBITS, AND FINANCIALSTATEMENT SCHEDULES, AND REPORTS ON FORM 8-K**

** **

**(a)****     ****DocumentsFiled as Part of Form 10-K/A**

 

**1.****                                     ****ConsolidatedFinancial Statements.**

 

None.

 

**2.****                                     ****FinancialStatement Schedule.**

 

None.

 

**3.****                                     ****List ofExhibits.**

 
| **Exhibit  Number** |   | **Description of Exhibit**                                                                                                                                                                                  |
|---------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                |   |                                                                                                                                                                                                        |
| 3.1(1)              |   | Amended  and Restated Certificate of Incorporation of the Registrant.                                                                                                                                       |
| 3.2(11)             |   | Certificate of  Designations, Preferences and Rights of a Series of Preferred Stock of  the Registrant classifying and designating the Series D Junior  Participating Cumulative Preferred Stock. |
| 3.3(1)              |   | Amended  and Restated By-Laws of the Registrant.                                                                                                                                                            |
| 4.1(1)              |   | Specimen  Stock Certificate.                                                                                                                                                                                |
| 4.2(12)             |   | Shareholder Rights  Agreement, dated as of April 15, 2008, between Ezenia! Inc. and  Computershare Trust Company, N.A., as Rights Agent.                                                               |
| 10.1(1)+            |   | Amended  and Restated 1991 Stock Incentive Plan of the Registrant.                                                                                                                                          |
| 10.2(1)             |   | Amended  and Restated 1994 Non-Employee Director Option Plan of the Registrant.                                                                                                                             |
| 10.3(1)+            |   | 1995  Employee Stock Purchase Plan of the Registrant.                                                                                                                                                       |
| 10.4(8)+            |   | 2004  Stock Incentive Plan of the Registrant.                                                                                                                                                               |
| 10.5(1)             |   | License  Agreement dated January 2, 1995 between the Registrant and Datapoint Corporation.                                                                                                             |
| 10.6(1)             |   | Letter  Agreement dated December 31, 1994 between the Registrant and Fleet Bank of  Massachusetts, N.A.                                                                                                |
| 10.7(2)+            |   | Employment  Agreement dated as of November 9, 2007 between the Registrant and Khoa  D. Nguyen.                                                                                                         |
| 10.8+(13)           |   | First  Amendment to Employment Agreement between the Registrant and Khoa D. Nguyen,  dated December 11, 2008                                                                                           |
| 10.9(3)             |   | Asset  Purchase Agreement dated as of December 28, 2000 between the Registrant and  General Dynamics Government Systems Corporation, as amended.                                                       |
| 10.10(a)(4)         |   | Put  Agreement dated as of March 27, 2001 (as amended to date) by and between  the Registrant and General Dynamics Government Systems Corporation.                                                     |
| 10.10(b)(7)         |   | Agreement  and Release dated as of December 31, 2002 by and between the Registrant  and General Dynamics Government Systems Corporation.                                                               |
| 10.11(5)+           |   | 2001  Stock Incentive Plan of the Registrant.                                                                                                                                                               |
| 10.12(6)            |   | Asset  Purchase Agreement dated as of August 1, 2002 between the Registrant and  Tandberg Telecom AS.                                                                                                  |
| 10.13(6)            |   | License  Agreement dated as of August 1, 2002 between the Registrant and Telecom  AS.                                                                                                                  |
| 10.14(6)            |   | Promissory  Note dated as of August 1, 2002 made by the Registrant in favor Tandberg  Telecom AS.                                                                                                      |
| 10.15(6)            |   | Security  Agreement dated as of August 1, 2002 between the Registrant and Tandberg  Telecom AS.                                                                                                        |

 

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| 10.16(6)   |   | Ezenia!  License Agreement dated as of October 30, 2002 between the Registrant  and Tandberg Telecom AS.                                                                                                                 |
|------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.17(9)   |   | First  Amended and Restated Software Distribution License Agreement dated January                                                                                                                                             |
| 10.18(10)  |   | 1,  2005 by and between Microsoft Corporation and Ezenia! Inc. Amendment to First  Amended and Restated Software Distribution License Agreement by and between  Microsoft Corporation and Ezenia! Inc. dated April 2007. |
| 10.19(11)  |   | Amendment  to First Amended and Restated Software Distribution License Agreement by and  between Microsoft Corporation and Ezenia! Inc. dated December 2008.                                                             |
| 10.20+(13) |   | The  Ezenia! Inc. Deferred Compensation Plan, as amended and restated as of  December 11, 2008.                                                                                                                          |
| 10.21(14)  |   | Indemnification  Agreement between the Registrant and each of its directors and executive  officers.                                                                                                                          |
| 21.1 (15)  |   | Subsidiaries  of the Registrant.                                                                                                                                                                                              |
| 23.2 (15)  |   | Consent  of Caturano and Company, P.C.                                                                                                                                                                                        |
| 31.1       |   | Consent  of the Company’s Chief Executive Officer pursuant to 18 U.S.C. Section 1350,  as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                        |
| 31.2       |   | Consent  of the Company’s Chief Financial Officer pursuant to 18 U. S.C. Section 1350,  as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                       |
| 32.1*      |   | Certification  of the Company’s Chief Executive Officer pursuant to 18 U.S.C. Section 1350,  as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                             |
| 32.2*      |   | Certification  of the Company’s Chief Financial Officer pursuant to 18 U.S.C. Section 1350,  as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                             |

 

Copiesof any of these exhibits are available without charge upon written request toInvestor Relations, Ezenia! Inc., 14 Celina Avenue, Suite 17-18, Nashua,NH 03063.

 

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|   | *      | Previously  furnished.                                                                                                                                                                                  |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                    |
|   | +      | Management  contract for compensatory plan or arrangement required to be filed as an  exhibit to this report pursuant to Item 15(c) of this report.                                                |
|   | (1)    | Incorporated  by reference from the Company’s Registration Statement on Form S-1.                                                                                                             |
|   | (2)    | Incorporated  by reference from the Company’s Form 8-K filed with the Securities and  Exchange Commission on November 14, 2007.                                                          |
|   | (3)    | Incorporated  by reference from the Company’s Form 10-K filed with the Securities and  Exchange Commission for the year ended December 31, 2000.                                         |
|   | (4)    | Incorporated  by reference from the Company’s Form 10-Q for the quarter ended  September 30, 2001.                                                                                       |
|   | (5)    | Incorporated  by reference from the Company’s Registration Statement on Form S-8 filed  with the Securities and Exchange Commission on December 21, 2001.                                |
|   | (6)    | Incorporated  by reference from the Company’s Form 10-Q for the quarter ended  September 30, 2002.                                                                                       |
|   | (7)    | Incorporated  by reference from the Company’s Form 10-K filed with the Securities and  Exchange Commission for the year ended December 31, 2002.                                         |
|   | (8)    | Incorporated  by reference from the Company’s Form 10-K/A filed with the Securities and  Exchange Commission for the year ended December 31, 2004.                                       |
|   | (9)    | Incorporated  by reference from the Company’s Form 10-Q for the quarter ended March 31,  2005.                                                                                                |
|   | (10)   | Incorporated  by reference from the Company’s Form 10-K filed with the Securities and Exchange  Commission for the year ended December 31, 2007.                                         |
|   | (11)   | Incorporated  by reference from the Company’s Registration Statement on Form 8-A,  filed with the Securities and Exchange Commission on April 21, 2008  (File No. 000-25882)).      |
|   | (12)   | Incorporated  herein by reference to the Company’s Registration Statement on Form 8-A,  filed with the Securities and Exchange Commission on April 21, 2008  (File No. 000-25882)). |
|   | (13)   | Incorporated  herein by reference to the Company’s Annual Report on Form 10-K filed  with the                                                                                                 |

 

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|   |   | Securities  and Exchange Commission for the year ended December 31, 2008.                                                                                                          |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | (14)   | Incorporated  herein by reference to the Company’s Current Report on Form 8-K, filed  with the Securities and Exchange Commission on April 2, 2009.                      |
|   | (15)   | Incorporated  herein by reference to the Company’s Annual Report on Form 10-K, filed  with the Securities and Exchange Commission for the year ended December 31,  2009. |

 

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**SIGNATURES**

 

Pursuantto the requirements of Section 13 or 15(d) of the Securities ExchangeAct of 1934, the Registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized.

 
|   | EZENIA! INC.             |
|--------|--------------------------|
|   |                     |
|   |                     |
|   | By:                      | \s\  Thomas J. McCann |
|   |                     | Thomas J. McCann |
|   |                     | Chief Financial Officer |
|   |                     |
|   | Date:  July 1, 2010 |

 

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**Exhibit Index**

** **
| **Exhibit  Number** | ** **  | **Description of Exhibit** |
|---------------------|-------------|----------------------------|
|                |        |                       |
|                | 3.1(1)      |                       | Amended  and Restated Certificate of Incorporation of the Registrant. |
|                | 3.2(11)     |                       | Certificate of  Designations, Preferences and Rights of a Series of Preferred Stock of  the Registrant classifying and designating the Series D Junior  Participating Cumulative Preferred Stock. |
|                | 3.3(1)      |                       | Amended  and Restated By-Laws of the Registrant. |
|                | 4.1(1)      |                       | Specimen  Stock Certificate. |
| ** **          | 4.2(12)     |                       | Shareholder Rights  Agreement, dated as of April 15, 2008, between Ezenia! Inc. and  Computershare Trust Company, N.A., as Rights Agent. |
|                | 10.1(1)+    |                       | Amended  and Restated 1991 Stock Incentive Plan of the Registrant. |
|                | 10.2(1)     |                       | Amended  and Restated 1994 Non-Employee Director Option Plan of the Registrant. |
|                | 10.3(1)+    |                       | 1995  Employee Stock Purchase Plan of the Registrant. |
|                | 10.4(8)+    |                       | 2004  Stock Incentive Plan of the Registrant. |
|                | 10.5(1)     |                       | License  Agreement dated January 2, 1995 between the Registrant and Datapoint Corporation. |
|                | 10.6(1)     |                       | Letter  Agreement dated December 31, 1994 between the Registrant and Fleet Bank of  Massachusetts, N.A. |
|                | 10.7(2)+    |                       | Employment  Agreement dated as of November 9, 2007 between the Registrant and Khoa  D. Nguyen. |
|                | 10.8+(13)   |                       | First  Amendment to Employment Agreement between the Registrant and Khoa D. Nguyen,  dated December 11, 2008 |
|                | 10.9(3)     |                       | Asset  Purchase Agreement dated as of December 28, 2000 between the Registrant and  General Dynamics Government Systems Corporation, as amended. |
|                | 10.10(a)(4) |                       | Put  Agreement dated as of March 27, 2001 (as amended to date) by and between  the Registrant and General Dynamics Government Systems Corporation. |
|                | 10.10(b)(7) |                       | Agreement  and Release dated as of December 31, 2002 by and between the Registrant  and General Dynamics Government Systems Corporation. |
|                | 10.11(5)+   |                       | 2001  Stock Incentive Plan of the Registrant. |
|                | 10.12(6)    |                       | Asset  Purchase Agreement dated as of August 1, 2002 between the Registrant and  Tandberg Telecom AS. |
|                | 10.13(6)    |                       | License  Agreement dated as of August 1, 2002 between the Registrant and Telecom  AS. |
|                | 10.14(6)    |                       | Promissory  Note dated as of August 1, 2002 made by the Registrant in favor Tandberg  Telecom AS. |
|                | 10.15(6)    |                       | Security  Agreement dated as of August 1, 2002 between the Registrant and Tandberg  Telecom AS. |
|                | 10.16(6)    |                       | Ezenia!  License Agreement dated as of October 30, 2002 between the Registrant Tandberg  Telecom AS. |
|                | 10.17(9)    |                       | First  Amended and Restated Software Distribution License Agreement dated January |
|                | 10.18(10)   |                       | 1,  2005 by and between Microsoft Corporation and Ezenia! Inc. Amendment to First  Amended and Restated Software Distribution License Agreement by and between  Microsoft Corporation and Ezenia! Inc. dated April 2007. |
|                | 10.19(11)   |                       | Amendment  to First Amended and Restated Software Distribution License Agreement by and  between Microsoft Corporation and Ezenia! Inc. dated December 2008. |
|                | 10.20+(13)  |                       | The  Ezenia! Inc. Deferred Compensation Plan, as amended and restated as of  December 11, 2008. |
|                | 10.21(14)   |                       | Indemnification  Agreement between the Registrant and each of its officers and directors. |
|                | 21.1  (15)  |                       | Subsidiaries  of the Registrant. |
|                | 23.2  (15)  |                       | Consent  of Caturano and Company, P.C. |

 

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Table of Contents

 
|   | 31.1  |   | Consent  of the Company’s Chief Executive Officer pursuant to 18 U.S.C. Section 1350,  as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.            |
|--------|-------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | 31.2  |   | Consent  of the Company’s Chief Financial Officer pursuant to 18 U. S.C. Section 1350,  as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.           |
|   | 32.1* |   | Certification  of the Company’s Chief Executive Officer pursuant to 18 U.S.C. Section 1350,  as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|   | 32.2* |   | Certification  of the Company’s Chief Financial Officer pursuant to 18 U.S.C. Section 1350,  as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |

 

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| *    |   | Previously  furnished.                                                                                                                                                                                  |
|------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| +    |   | Management  contract for compensatory plan or arrangement required to be filed as an  exhibit to this report pursuant to Item 15(c) of this report.                                                |
| (1)  |   | Incorporated  by reference from the Company’s Registration Statement on Form S-1.                                                                                                             |
| (2)  |   | Incorporated  by reference from the Company’s Form 8-K filed with the Securities and  Exchange Commission on November 14, 2007.                                                          |
| (3)  |   | Incorporated  by reference from the Company’s Form 10-K filed with the Securities and  Exchange Commission for the year ended December 31, 2000.                                         |
| (4)  |   | Incorporated  by reference from the Company’s Form 10-Q for the quarter ended  September 30, 2001.                                                                                       |
| (5)  |   | Incorporated  by reference from the Company’s Registration Statement on Form S-8 filed  with the Securities and Exchange Commission on December 21, 2001.                                |
| (6)  |   | Incorporated  by reference from the Company’s Form 10-Q for the quarter ended  September 30, 2002.                                                                                       |
| (7)  |   | Incorporated  by reference from the Company’s Form 10-K filed with the Securities and  Exchange Commission for the year ended December 31, 2002.                                         |
| (8)  |   | Incorporated  by reference from the Company’s Form 10-K/A filed with the Securities  and Exchange Commission for the year ended December 31, 2004.                                       |
| (9)  |   | Incorporated  by reference from the Company’s Form 10-Q for the quarter ended March  31, 2005.                                                                                                |
| (10) |   | Incorporated  by reference from the Company’s Form 10-K filed with the Securities and  Exchange Commission for the year ended December 31, 2007.                                         |
| (11) |   | Incorporated  by reference from the Company’s Registration Statement on Form 8-A,  filed with the Securities and Exchange Commission on April 21, 2008  (File No. 000-25882)).      |
| (12) |   | Incorporated  herein by reference to the Company’s Registration Statement on Form 8-A,  filed with the Securities and Exchange Commission on April 21, 2008  (File No. 000-25882)). |
| (13) |   | Incorporated  herein by reference to the Company’s Annual Report on Form 10-K filed  with the Securities and Exchange Commission for the year ended  December 31, 2008.                  |
| (14) |   | Incorporated  herein by reference to the Company’s Current Report on Form 8-K, filed  with the Securities and Exchange Commission on April 2, 2009.                                      |
| (15) |   | Incorporated herein by  reference to the Company’s Annual Report on Form 10-K, filed with the  Securities and Exchange Commission for the year ended December 31, 2009.                  |

 

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