UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

____________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act Of 1934

October 18, 2014

Date of Report (Date of earliest event reported)

___________________________________________________________

CADISTA HOLDINGS INC.

(Exact Name of Registrant as Specified in Charter)

___________________________________________________________

State of Delaware	000-54421	31-1259887
(State of Other Jurisdiction	(Commission File Number)	(I.R.S. Employer
of Incorporation)		Identification Number)

207 Kiley Drive

Salisbury, MD 21801

(Address of principal executive offices) (Zip Code)

(410) 912-3700

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))

~~Item~~¨ ~~5.02~~Soliciting ~~Departure~~material ofpursuant ~~Directors~~to orRule ~~Certain~~14a-12 ~~Officers;~~under ~~Election~~the ofExchange ~~Directors;~~Act ~~Appointment~~(17CFR ~~of Certain Officers; Compensatory Arrangements of Certain Officers~~240.14a-12)

~~Item~~¨ 5Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.0214d-2(eb))

~~Compensatory~~¨ ~~Arrangements of~~Pre-commencement ~~Certain~~communications ~~Officers.~~pursuant Onto ~~October~~Rule ~~1, 2014, our Board of Directors~~ 13e-4(~~the “Board”~~c) ~~increased~~under the ~~annual~~Exchange ~~salaries~~Act ~~retroactive to~~(17CFR ~~July 1, 2014 of Kamal Mandan, our Chief Financial Officer to $225,379~~240.13e- 4(c))

InItem ~~addition,~~5.03 onAmendments ~~October 1, 2014, the Board also awarded $49,225~~ to ~~Mr,~~Articles ~~Mandan~~of ~~and~~Incorporation ~~$52,206~~or toBylaws; ~~Ward.~~Change ~~Barney,~~in ~~our~~Fiscal ~~Chief Operating Officer, as bonuses for the fiscal year ending March 31, 2014.~~Year

~~The~~On October 8, 2014, the Board ~~also~~of ~~awarded~~Directors ~~Mr.~~(the ~~Delaney~~“Board”) aof ~~bonus~~Cadista ofHoldings ~~40%~~Inc. of(the ~~base~~“Company”) ~~salary~~adopted oramendments ~~$131~~to the Company’s Bylaws (as amended,~~040,~~ ~~pursuant~~the to“Amended ~~his~~Bylaws”) ~~employment~~to ~~agreement~~add ~~based~~three onnew ~~achievement~~sections ofto ~~90%~~Article ofV ~~adjusted targets,~~“Miscellaneous” asin ~~set~~order ~~forth~~to ~~below.~~effectuate the following:

Description	% WTG			Adjusted Target			Actual			Achievement %			Weighted %
Revenue		15	%	$	113,972		$	107,890			94.66	%		14.20	%
Operating EBITDA		55	%	$	53,077		$	48,498			91.37	%		50.26	%
ROCE		10	%		89	%		85	%		95.50	%		9.55	%
Personal Performance: including Leadership, Internal Alignment, Six Sigma and Gallup		20	%		100	%		82	%		82.00	%		16.40	%
														90.41	%

Provide that, unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for the following types of litigation: (i) any derivative action or proceeding brought on behalf of the Company; (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or agent of the Company to the Company or the Company’s stockholders; (iii) any action asserting a claim pursuant to any provision of the Delaware General Corporation Law or the Company’s Certificate of Incorporation or the Amended Bylaws (in each case, as they may be amended from time to time); or (iv) any action asserting a claim governed by the internal affairs doctrine;

~~Item 5~~B.~~02(f)~~ Provide for fee-shifting with respect to certain types of litigation brought against the Company and/or any director, officer, employee or affiliate where the claiming parties do not obtain a judgment on the merits that substantially achieves, in substance and amount, the full remedy sought; and

~~Below~~C. isProvide athat ~~complete summary~~in ~~compensation~~case ~~table~~any ~~incorporating~~one ~~the~~or ~~information~~more onof ~~bonuses~~the ~~omitted~~provisions ~~from~~of the ~~Annual~~Amended ~~Report~~Bylaws onshall ~~Form~~be ~~10-K~~invalid, ~~for~~illegal ~~the~~or ~~year~~unenforceable, ~~ending March~~the 31validity, ~~2014~~legality ~~pursuant~~and toenforceability ~~Instruction~~of 1the toremaining ~~Item~~provisions ~~402(c)(2)(iii)~~of ~~and~~the ~~(iv)~~Amended ofBylaws ~~Regulation~~would ~~S-K~~not be affected or impaired thereby.

~~Summary~~The ~~Compensation~~foregoing description of the Amended ~~Table~~Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Bylaws (a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference).

Name and Principal Position	Year Ending March 31,		Base Salary ($)		Bonus ($)		Non-Equity Incentive Plan Compensation ($)		Other ($)(1)		Total ($)
Scott Delaney,		2014		324,208		-	$	131,040		44,448		499,696
CEO		2013		313,500		222,000		236,250		42,637		814,387
		2012		297,293		12,500		217,500		33,255		560,548
Ward Barney,		2014		228,600		52,206		-		18,851		299,657
Chief Operating Officer		2013		216,025		8,096		87,437		18,469		330,027
		2012		209,226		6,274		105,084		17,931		338,515
Kamal Mandan,		2014		206,523		49,225		-		14,668		270,416
Chief Financial Officer		2013		198,961		7,456		89,474		11,911		307,802
		2012		184,649		3,682		61,667		13,521		263,519

Item 9.01

Financial Statements and Exhibits

~~(1)~~Exhibit ~~Includes~~Number (i) $13,200, $11,885 (including carry over of $2,149, from 2011) and $8,149 in automobile allowance, (ii) $14,000, $0 and $0 in miscellaneous expenses usable for any purpose (personal or otherwise), and (iii) $6,055, $6,046 and $5,372 in 401(k) matching contributions for 2012, for Messrs. Delaney, Barney and Mandan, respectively. Includes (i) $17,787, $11,993 and $6,679 in automobile allowance, (ii) $18,500, $0 and $0 in miscellaneous expenses usable for any purpose (personal or otherwise) and (iii) $6,350, $6,476, and $5,232 in 401(k) matching contributions for 2013, for Messrs. Delaney, Barney and Mandan, respectively. Includes (i) $18,000, $11,993 and $9,298 in automobile allowance, (ii) $20,000, $0 and $0 in miscellaneous expenses usable for any purpose (personal or otherwise) and (iii) $6,448, $6,858, and $5,370 in 401(k) matching contributions for 2014, for Messrs. Delaney, Barney and Mandan, respectively.Description

~~SIGNATURES~~3.1 Bylaws of Cadista Holdings, Inc., as amended effective October 8, 2014.

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.~~SIGNATURES

	CADISTA HOLDINGS INC.
	By:	/s/ Kamal Mandan
		Kamal Mandan
		Chief Financial Officer
Date: October 6, 2014

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	CADISTA HOLDINGS INC.


	By:	/s/ Kamal Mandan
		Kamal Mandan
		Chief Financial Officer

Date: October 8, 2014

EXHIBIT INDEX

Exhibit Number

Description

3.1	Bylaws of Cadista Holdings, Inc., as amended effective October 8, 2014

Filing Compare · Cadista Holdings Inc.