Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective September 9, 2009, the Board of Directors of Optelecom-NKF, Inc. (the "Company") appointed David Patterson to serve as Chief Executive Officer and President of the Company. Mr. Patterson, 49, has served as President of the Company since March 9, 2009. Prior to joining the Company, he served as President and Chief Executive Officer of Siemens Government Services, Inc., a subsidiary of Siemens AG and a provider of IT-enabled solutions that improve end-user operations and infrastructure and secure vital assets, from July 2006 through February 2009. From September 2002 until July 2006, Mr. Patterson served as the Senior Vice President and General Manager of Siemens Maintenance Services, LLC, another subsidiary of Siemens AG and a provider of integrated logistics support services.

The appointment of Mr. Patterson as Chief Executive Officer of the Company does not change or affect any of the terms of his employment with the Company or the Employment Agreement dated February 3, 2009 between the Company and Mr. Patterson. There are no family relationships between Mr. Patterson and any director or executive officer of the Company, and other than in respect of the Employment Agreement, Mr. Patterson does not have any material relationship with the Company or its affiliates.

Edmund Ludwig, the former Chief Executive Officer of the Company, will continue to serve as Chairman of the Board of the Company.

Item 9.01 Financial Statements and Exhibits.

Exhibit 10.1 Employment Agreement, effective March 9, 2009, between Optelecom-NKF, Inc. and David Patterson (incorporated by reference to the Current Report on Form 8-K of the Company filed on February 9, 2009).

---