U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: March 31, 2001
Commission file number: 0-20824
INFOCROSSING, INC.
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(Exact name of issuer as specified in its charter)
Delaware 13-3252333
-------------------------------- ----------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
2 Christie Heights Street Leonia, New Jersey 07605
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(Address of principal executive offices)
(201) 840-4700
--------------------------
(Issuer's telephone number)
Check whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes [X] No
[ ]
There were 5,870,282 shares of the registrant's Common Stock, $0.01 par value,
outstanding as of April 30, 2001.
Transitional Small Business Disclosure Form (check one): Yes [ ] No [X]
PAGE 1 of 15
PART I - FINANCIAL INFORMATION
---------------------
ITEM 1 - Financial Statements
INFOCROSSING, INC. & SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
March 31, 2001 December 31, 2000
---------------- -----------------
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and equivalents $32,751,370 $36,763,831
Marketable debt securities, at cost
which approximates market value 995,760 3,413,069
Trade accounts receivable, net of
allowances for doubtful accounts
of $588,853 and $525,957 3,215,741 3,355,914
Prepaid and refundable income taxes 3,428,769 3,648,228
Prepaid license fees 365,679 766,135
Prepaid expenses and other
current assets 1,247,336 1,303,724
----------- -----------
42,004,655 49,250,901
----------- -----------
PROPERTY and EQUIPMENT, net 14,472,200 13,411,113
----------- -----------
OTHER ASSETS:
Deferred software, net 2,636,456 2,665,714
Intangibles, net 8,697,500 8,889,271
Due from related parties, net 1,490,035 1,665,688
Security deposits and other
non-current assets 2,561,998 2,566,728
----------- -----------
15,385,989 15,787,401
----------- -----------
TOTAL ASSETS $ 71,862,844 $ 78,449,415
=========== ===========
See Notes to Consolidated Interim Financial Statements (Unaudited).
PAGE 2 of 15
INFOCROSSING, INC. & SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
March 31, 2001 December 31, 2000
---------------- -----------------
(Unaudited)
LIABILITIES and STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 2,473,909 $ 1,369,402
Current portion of long-term debt and
capitalized lease obligations 864,587 846,083
Current portion of accrued loss on
office subleases 461,611 510,112
Accrued expenses 3,993,785 4,205,520
Customer deposits and other current
liabilities 118,918 125,488
----------- -----------
7,912,810 7,056,605
----------- -----------
LONG-TERM LIABILITIES:
Long-term debt and capitalized lease
obligations, net of current portion 2,571,512 2,777,409
Accrued loss on office subleases 1,430,807 1,537,955
----------- -----------
4,002,319 4,315,364
----------- -----------
COMMITMENTS AND CONTINGENCIES - -
REDEEMABLE 8% SERIES A CUMULATIVE
CONVERTIBLE PARTICIPATING PREFERRED
STOCK; $0.01 par value; 300,000
shares authorized; 157,377 issued
and outstanding (liquidation
preference $64,410,327 at March 31,
2001) 37,499,033 35,436,608
----------- -----------
STOCKHOLDERS' EQUITY:
Preferred stock, $0.01 par value;
2,700,000 shares authorized,
none issued - -
Common stock, $0.01 par value;
50,000,000 shares authorized;
5,913,311 and 5,888,311 shares
issued, respectively 59,133 58,882
Additional paid-in capital 59,053,561 58,936,812
Unamortized restricted stock award (9,104,167) (9,822,917)
Deficit (27,188,863) (17,344,526)
----------- -----------
22,819,664 31,828,251
Less 43,029 and 12,508 shares,
respectively, of common stock held
in treasury, at cost (370,982) (187,413)
----------- -----------
22,448,682 31,640,838
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS'EQUITY $ 71,862,844 $ 78,449,415
=========== ===========
See Notes to Consolidated Interim Financial Statements (Unaudited).
PAGE 3 OF 15
INFOCROSSING, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three months ended
March 31,
--------------------------
2001 2000
------------ ------------
REVENUES $ 5,513,751 $ 6,527,715
------------ ------------
COSTS and EXPENSES:
Operating costs 8,364,318 6,470,788
Selling and promotion costs 1,225,845 751,378
General and administrative expenses 3,988,534 2,294,276
Interest income, net (478,034) (19,470)
------------ ------------
13,100,663 9,496,972
------------ ------------
Loss from operations before
INCOME TAX EXPENSE/(benefit) (7,586,912) (2,969,257)
Income tax expense/(benefit) 195,000 (486,945)
------------ ------------
Net loss (7,781,912) (2,482,312)
Accretion and dividends on redeemable
preferred stock (2,062,425) -
------------ ------------
NET LOSS TO COMMON STOCKHOLDERS $ (9,844,337) $ (2,482,312)
============ ============
Basic and diluted loss to common
stockholders per common share $ (1.68) $ (0.51)
============ ============
Weighted average number of common
shares outstanding 5,873,892 4,837,471
============ ============
See Notes to Consolidated Interim Financial Statements (Unaudited).
PAGE 4 of 15
INFOCROSSING, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
(Unaudited)
Three months ended March 31,
-------------------------------
2001 2000
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(7,781,912) $(2,482,312)
Adjustments to reconcile net loss
to net cash used in operating activities:
Depreciation and amortization 879,735 563,309
Amortization of restricted stock award 718,750 -
Decrease/(increase) in:
Trade accounts receivable 140,173 (110,127)
Prepaid and refundable taxes 219,459 (539,845)
Prepaid license fees, prepaid
expenses and other current assets 456,844 (277,637)
Increase/(decrease) in:
Accounts payable 1,104,507 (228,038)
Accrued expenses (211,735) (760,022)
Payments on accrued loss on
office subleases (138,664) (13,703)
Customer deposits and other
current liabilities (6,570) (40,990)
----------- -----------
Net cash used in
operating activities (4,619,413) (3,889,365)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (1,583,583) (858,750)
Redemption at maturity of investments
in marketable fixed income securities 2,417,309 390,689
Decrease in other assets 2,291 2,975
Purchase of treasury stock (66,569) -
Increase in deferred software costs (133,771) (375,406)
----------- -----------
Net cash provided by/(used in)
investing activities $ 635,677 $ (840,492)
----------- -----------
Continued on next page.
See Notes to Consolidated Interim Financial Statements (Unaudited).
PAGE 5 OF 15
INFOCROSSING, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
(Unaudited - Continued)
Three months ended March 31,
-------------------------------
2001 2000
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of debt and capital leases $ (199,052) $ (13,554)
Proceeds from debt 11,659 3,000,000
Repayments from/(advances to)
related parties, net 175,653 (3,411)
Proceeds from the exercises of stock
options and warrants - 915,158
----------- -----------
Net cash (used in)/provided by
financing activities (11,740) 3,898,193
----------- -----------
CASH FLOWS FROM DISCONTINUED
OPERATION:
Payments on portion of accrued loss
on office sublease relating to
discontinued operation (16,985) (4,814)
----------- -----------
Net cash used in
discontinued operation (16,985) (4,814)
----------- -----------
Net decrease in cash
and equivalents (4,012,461) (836,478)
Cash and equivalents at the
beginning of the period 36,763,831 4,391,048
----------- -----------
Cash and equivalents at the end
of the period $32,751,370 $ 3,554,570
=========== ===========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the period for:
Interest expense $ 84,811 $ 39,706
=========== ===========
Income taxes $ 32,655 $ 52,900
=========== ===========
SUPPLEMENTAL DISCLOSURE OF NON-CASH
FINANCING ACTIVITIES:
Treasury shares received in payment
of a stock option exercise $ 117,000 111,744
=========== ===========
See Notes to Consolidated Interim Financial Statements (Unaudited).
PAGE 6 OF 15
INFOCROSSING, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(Unaudited)
Unamortized
Common Par Paid in Restricted Treasury
Shares Value Capital Stock Award Deficit Stock Total
--------- ------- ----------- ------------ ------------ --------- -----------
Balances,
December
31, 2000 5,888,311 $58,882 $58,936,812 $ (9,822,917) $(17,344,526) $(187,413) $31,640,838
Exercise
of stock
option 25,000 251 116,749 - - - 117,000
20,021 shares
surrendered
for stock
option
exercised - - - - - (117,000) (117,000)
Amortization
of restricted
stock award - - - 718,750 - - 718,750
Accretion and
dividends on
redeemable
preferred stock - - - - (2,062,425) - (2,062,425)
Purchase of
treasury
shares - - - - - (66,569) (66,569)
Net loss - - - - (7,781,912) - (7,781,912)
--------- ------- ----------- ------------ ------------ --------- -----------
Balance,
March 31,
2001 5,913,311 $59,133 $59,053,561 $ (9,104,167) $(27,188,863) $(370,982) $22,448,682
========= ======= =========== ============ ============ ========= ===========
See Notes to Consolidated Interim Financial Statements (Unaudited).
PAGE 7 OF 15
INFOCROSSING, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)
1. BASIS OF PRESENTATION
The consolidated balance sheet as of March 31, 2001, the consolidated statements
of operations and cash flows for the three months ended March 31, 2001 and 2000,
and the consolidated statement of stockholders' equity for the three months
ended March 31, 2001 have not been audited. In the opinion of management, all
adjustments (consisting of only normal recurring adjustments) necessary to
present fairly the financial position, results of operations, and cash flows for
the periods indicated have been made. The results of operations for the periods
ended March 2001 and 2000 are not necessarily indicative of the operating
results for the full fiscal years.
Certain reclassifications have been made to the prior periods to conform to the
current presentation. After the filing of Form 10-K for the fiscal year ended
October 31, 2000, the Company changed its year end from October 31 to December
31. The Company effected this change by filing a new Form 10-K for the two-month
period ended December 31, 2000.
Certain disclosures normally included in financial statements prepared in
accordance with accounting principles generally accepted in the United States
have been condensed or omitted. These consolidated interim financial statements
should be read in conjunction with the Company's Annual Report on Form 10-K for
the two-month period ended December 31, 2000.
On June 5, 2000, the Company changed its name to Infocrossing, Inc. This name
change was approved by the Company's Stockholders at the Annual Meeting of
Stockholders held on May 8, 2000. In connection with this change, the Company's
trading symbol on the Nasdaq National Market System changed from COSI to IFOX.
The consolidated financial statements include the accounts of Infocrossing, Inc.
and its wholly-owned subsidiaries (collectively, the "Company"). All significant
intercompany balances and transactions have been eliminated.
2. BASIC AND DILUTED EARNINGS PER COMMON SHARE
Statement of Financial Accounting Standards No. 128 "Earnings per Share" ("SFAS
128") requires the presentation of basic and diluted earnings per share ("EPS").
Basic EPS is computed by dividing income available to common stock-holders by
the weighted average number of common shares outstanding during each period.
Diluted EPS is computed using the weighted average number of common shares plus
the dilutive effect of common stock equivalents. Stock options and warrants
which are anti-dilutive are excluded from the computation of weighted average
shares outstanding. Certain options which are currently anti-dilutive may be
dilutive in the future. In determining the diluted loss per common share for the
three months ended March 31, 2001 and 2000, common stock equivalents were
ignored since the effect of including such equivalents would have been
anti-dilutive.
PAGE 8 OF 15
3. PRIVATE PLACEMENT OF SECURITIES
A private placement of $60 million of securities closed on May 10, 2000, having
been approved by the stockholders of the Company on May 8, 2000. The Company
issued 157,377 shares of redeemable 8% Series A Cumulative Convertible
Participating Preferred Stock (the "Series A Preferred Stock") and warrants to
purchase 2,531,926 shares of the Company's common stock at an exercise price of
$0.01 per share.
The original carrying value of the warrants ($28,180,132) and Series A Preferred
Stock ($30,250,464) were determined by apportioning an amount equal to the
proceeds from the private placement multiplied by the relative value of each
class of security as of the commitment date. The difference between the carrying
value and the face value of the Series A Preferred Stock is being accreted as a
charge against retained earnings through May 31, 2007 (the Purchasers' earliest
redemption date) using the interest method. Accumulated dividends (dividends not
paid on a dividend date) and dividends accruing prior to a dividend payment date
also increase the carrying value of the Series A Preferred Stock through a
charge to retained earnings. For the quarter ended March 31, 2001, the combined
accretion and accrued and accumulated dividends of $2,062,425 is shown as a
component of Net Loss to Common Stockholders.
PAGE 9 OF 15
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
With the rapid growth of eCommerce and iBusiness, the Company has supplemented
its traditional service offerings in systems infrastructure and IT operations
consulting with new services to meet the exploding requirements of enterprises
to outsource their Internet activities. In 1999, the Company retooled a portion
of its state-of-the-art data center into an Internet Data Center ("IDC") from
which the Company now offers server-hosting as well as systems and network
management services to companies with mission-critical Internet requirements.
The Company differentiates itself from competitors by offering a comprehensive
suite of automated integrated managed services (the "AIMS System") to enhance
the efficiency, reliability, and security of a customer's online activities.
In June 2000, the Company announced the signing of a lease on a 52,000 square
foot building located in metropolitan Atlanta. The Company redeveloped
approximately half of this building as its second IDC. In July 2000, the Company
announced the signing of a lease for a 54,000 square foot building that was
under construction as its third IDC. This facility, located in the Northern
Virginia high tech corridor, was turned over to the Company in November 2000 for
development as an IDC. The Company is evaluating design alternatives with
respect to the development of the Virginia facility.
The capital requirements of developing and equipping IDCs are demanding. In
January 2001, as a result of the successful development of the AIMS System that
could be remotely delivered and accessed, the Company announced that it would
develop Managed Service Centers ("MSCs") in colocation facilities from which it
could offer automated integrated managed services to users of such facilities as
well as others through remote delivery. The Company will add offsite customer
locations to the network covering the Company's IDCs and MSCs. This strategy
allows the Company to broaden its customer base for the AIMS System while
controlling its capital costs. By automating the services and developing them
with an architecture permitting remote delivery and access, the services are
scalable without significant infrastructure costs.
RESULTS OF OPERATIONS, THREE-MONTH PERIODS ENDED MARCH 31, 2001 and 2000
For the three months ended March 31, 2001 (the "Current Quarter"), revenues
decreased $1,014,000 (16%) to $5,514,000 from $6,528,000 for the three months
ended March 31, 2000 (the "Prior Year Quarter"). Revenues were impacted
negatively by approximately $800,000 as a result of the redeployment of
consultants from providing services for fees to developing the AIMS System to
attract clients requiring mission-critical Internet solutions. The decline in
revenue also reflects approximately $500,000 from the loss of an apparel
manufacturer as a client. As previously reported, this former client ceased
outsourcing its information technology operations in October 2000. The Company
assisted the apparel manufacturer in implementing the necessary systems to allow
the former client to satisfy its information technology operations internally.
The foregoing declines in revenue were partially offset by approximately
$300,000 of increases in server-hosting and systems and network management
services.
Operating costs increased $1,893,000 (29%) to $8,364,000 during the Current
Quarter compared with $6,471,000 in the Prior Year Quarter. The increase
primarily consists of IDC operating costs and the development of the AIMS System
to be offered throughout the planned network of IDCs, MSCs, and other locations
of customers' hardware.
PAGE 10 of 15
Selling and promotion costs increased $475,000 (63%) to $1,226,000 during the
Current Quarter compared with $751,000 in the Prior Year Quarter. The increase
is attributable to a larger staff needed to market the AIMS System and other
Company services, and to improve the brand identity of the Company.
General and administrative expenses increased $1,695,000 (74%) to $3,989,000 for
the Current Quarter from $2,294,000 for the Prior Year Quarter, reflecting
higher costs associated with the Company's server-hosting and managed services
activities. Current Quarter expenses also include $719,000 of amortization and
$115,000 in payroll tax expense related to a restricted stock award.
The Company recorded net interest income of $478,000 in the Current Quarter,
compared with net interest income of $19,000 in the Prior Year Quarter. The net
increase of $459,000 reflects an increase in interest income of $363,000 from a
significantly higher average balance of interest-earning assets during the
Current Quarter, plus a decrease of $96,000 in interest expense on a smaller
average outstanding debt balance than in the Prior Year Quarter.
In the Current Quarter, the Company recorded income tax expense of $195,000,
representing an adjustment to the valuation allowance, as described below,
relating to tax loss carryovers. A tax benefit of $487,000 was recorded in the
Prior Year Quarter based on the availability of carrying back the pre-tax loss
for such period to a prior taxable year. The cumulative tax benefit recorded by
the Company is limited to the anticipated refund of taxes paid in prior years
that the Company will receive as a result of carrying back a portion of a prior
year's pre-tax loss. Cumulative pre-tax losses that cannot be carried back can
be carried forward for a period of 20 taxable years. The deferred tax asset
associated with carrying forward cumulative pre-tax losses has been fully offset
by a valuation allowance due to the uncertainty of realizing such tax benefits.
The Company had a net loss of $7,782,000 in the Current Quarter versus a net
loss of $2,482,000 in the Prior Year Quarter. Net loss to common stockholders
after accretion and accrued dividends on preferred stock was $9,844,000 for the
Current Quarter. The loss per common share was $1.68 for the Current Quarter
compared with a loss per common share of $0.51 in the Prior Year Quarter, on
both a basic and diluted basis. Common stock equivalents were ignored in
determining the net loss per share for both periods, since the inclusion of such
equivalents would be anti-dilutive.
LIQUIDITY AND CAPITAL RESOURCES
During the three months ended March 31, 2001, the Company used net cash in
operating activities of approximately $4,619,000, primarily as a result of a net
loss of $7,782,000, offset by several items including an increase in accounts
payable of $1,105,000, a decrease of $457,000 in prepaid expenses, and non-cash
expenses of $1,598,000 in depreciation and amortization.
The Company received approximately $2,417,000 in proceeds from matured
marketable, fixed income securities; invested $1,584,000 for the purchase of
equipment, IDC construction, and other fixed assets; and spent $134,000 for
product development and enhancement. The Company also purchased 10,500 shares of
its common stock in the open market for approximately $67,000. The Company is
currently authorized by its Board of Directors to purchase up to 500,000 shares
of its common stock, of which 18,400 have been purchased through March 31, 2001.
Principal financing activities included $199,000 in payments of principal with
respect to debt and capital lease obligations. Related parties repaid $176,000
of amounts due to the Company.
PAGE 11 OF 15
As of March 31, 2001, the Company had cash and equivalents and highly-liquid
short-term investments aggregating approximately $33,747,000.
The Company believes that the combination of its cash and other liquid assets
will provide adequate resources to fund its ongoing operating requirements. The
Company has announced plans to develop IDCs and MSCs in the United States and
abroad. As of March 31, 2001, the Company had commitments of approximately
$2,650,000 in connection with constructing and equipping its IDCs in Atlanta and
Northern Virginia.
NEW FINANCIAL ACCOUNTING STANDARDS
Derivatives - In June 1998, the FASB issued Statement of Financial Accounting
Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities" ("SFAS 133"), the effective date of which was deferred for all
fiscal quarters of fiscal years beginning after June 15, 2000 by SFAS No. 137
"Accounting for Derivative Instruments and Hedging Activities - Deferral of
Effective Date of SFAS No. 133". SFAS 133 establishes accounting and reporting
standards for derivative instruments, including derivative instruments embedded
in other contracts, and for hedging activities. This statement did not have a
significant impact on the Company's financial position or results of operations.
FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements within the meaning of Section
21E of the Securities Exchange Act of 1934, as amended. As such, final results
could differ from estimates or expectations due to risks and uncertainties
including, but not limited to: incomplete or preliminary information; changes in
government regulations and policies; continued acceptance of the Company's
products and services in the marketplace; competitive factors; new products;
technological changes; the Company's dependence on third party suppliers;
intellectual property rights; and other risks. For any of these factors, the
Company claims the protection of the safe harbor for forward-looking statements
contained in the Private Securities Litigation Reform Act of 1995, as amended.
Item 3 - Quantitative and Qualitative Disclosures about Market Risk
Interest Rate Risk
- ------------------
The Company is not significantly exposed to the impact of interest rate changes,
foreign currency fluctuations, or changes in the market values of its
investments. The Company primarily invests in fixed income securities, typically
commercial paper, certificates of deposit, and mutual funds issued only by major
corporations and financial institutions of recognized strength and security, and
holds all investments to term. The Company generally invests in fixed income
securities having a term of no more than 60 days to maturity.
Market Risk
- -----------
The Company's accounts receivable are subject, in the normal course of business,
to collection risks. The Company regularly assesses these risks and has
established policies and business practices to mitigate the adverse effects of
collection risks. As a result, the Company does not anticipate any material
losses in this area in excess of the recorded allowance for doubtful accounts.
Foreign Currency Risks
- ----------------------
The Company has no material foreign operations.
PAGE 12 0F 15
PART II - OTHER INFORMATION
-----------------
ITEM 1 - Legal Proceedings
Atlas Business Service Corp. ("Atlas") vs. Infocrossing, Inc.
- -------------------------------------------------------------
As previously reported, the Company commenced an action against Atlas, a former
customer, in the Supreme Court of New York, New York County (Index No.
00/602461) to collect approximately $45,000 in outstanding data processing
invoices. Atlas filed an answer in which it alleged that the services were
deficient. Discovery is proceeding in this action.
Also as previously reported, the Company was served with a complaint in
connection with a lawsuit commenced by Atlas in Federal District Court for the
Southern District of New York (00 CIV. 6521) alleging a breach of contract by
the Company in providing data processing services resulting in the loss to
Atlas of approximately $700,000. The Company filed an answer denying all of the
material allegations and asserting several affirmative defenses. Pursuant to a
Scheduling Order, discovery must be completed by June 21, 2001.
It is premature to give a proper evaluation of the probability of a favorable or
unfavorable outcome. While it is again premature to give a proper evaluation of
the potential liability, Atlas has demanded damages of not less than $5 million.
Management believes that the above matters will be resolved without any material
adverse impact to the Company's financial position, results of operations, or
cash flows.
ITEM 6 - Exhibits and Reports on Form 8-K
(a) Exhibits:
3.1A Restated Certificate of Incorporation, incorporated by
reference to Exhibit 3.1 to the Company's Form 10-KSB for
the period ended October 31, 1999.
3.1B Certificate of Amendment to the Company's Certificate of
Incorporation, filed May 8, 2000, to increase the authorized
shares and to remove Article 11, incorporated by reference to the
Company's report on Form 10-Q for the period ended April 30, 2000.
3.1C Certificate of Amendment to the Company's Certificate of
Incorporation, filed as of June 5, 2000, to change the name of the
Company to Infocrossing, Inc., incorporated by reference to the
Company's report on Form 10-Q for the period ended April 30, 2000.
3.2 Amended and Restated By-Laws, incorporated by reference to Exhibit
3.2 to the Company's Form 10-KSB for the period ended October 31,
1999.
4.1 Certificate of Designation of the Powers, Preferences and other
Special Rights of Series A Cumulative Convertible Participating
Preferred Stock, incorporated by reference to the Company's Proxy
Statement for the Annual Meeting held on May 8, 2000.
PAGE 13 OF 15
(a) Exhibits (continued):
4.2 Registration Rights Agreement by and among Computer Outsourcing
Services, Inc.; DB Capital Investors, LP; the Initial
Sandler Holders as defined in the agreement; and Zach
Lonstein, incorporated by reference to the Company's Proxy
Statement for the Annual Meeting held on May 8, 2000.
4.3 Warrant Agreement between Computer Outsourcing Services, Inc.
and the Warrantholders Party thereto, incorporated by reference
to the Company's Proxy Statement for the Annual Meeting
held on May 8, 2000.
4.4 Stockholders Agreement by and among Computer Outsourcing Services,
Inc.; DB Capital Investors, LP; the Initial Sandler Holders; and
the Management and Non-Management Stockholders listed therein,
incorporated by reference to the Company's Proxy Statement for the
Annual Meeting held on May 8, 2000.
(b) Reports on Form 8-K:
None.
PAGE 14 OF 15
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
INFOCROSSING, INC.
/s/
May 15, 2001 ------------------------------------
Charles F. Auster
President & Chief Executive Officer
/s/
May 15, 2001 -------------------------------------
William B. Fischer
Senior Vice President &
Chief Financial Officer
PAGE 15 OF 15