UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT #2
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the year ended: DECEMBER 31, 2001
Commission file number: 0-20824
INFOCROSSING, INC.
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(Exact name of registrant as specified in its Charter)
DELAWARE 13-3252333
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
2 CHRISTIE HEIGHTS STREET LEONIA, NJ 07605
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (201) 840-4700
Securities registered pursuant to Section 12(b) of the
Exchange Act: NONE Securities registered pursuant to
Section 12(g) of the Exchange Act:
COMMON STOCK, $0.01 PAR VALUE PER SHARE
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(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934, as
amended, during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days: [X] Yes [ ] No.
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in a definitive proxy or information
statement incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K [ ].
On March 15, 2002, the aggregate market value of the outstanding shares of
voting stock held by non-affiliates of the registrant was approximately
$21,762,000.
On March 15, 2002, 5,342,426 shares of the registrant's Common Stock, $0.01 par
value, were outstanding.
This amendment is filed to add Robert Graham and remove Garry Lazarewicz as
a Named Executive Officer in Items 11 and 12 of the previously-filed amendment.
Page 1
ITEM 11. EXECUTIVE COMPENSATION
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The Summary Compensation Table below includes, for each of the years ended
December 31, 2001, 2000, and 1999, individual compensation for services to the
Company and its subsidiaries as paid to the Chief Executive Officer and the four
executive officers of the Company whose salary exceeded $100,000 in the most
recent twelve-month period (together, the "Named Executives").
SUMMARY COMPENSATION TABLE
- ------------------------------------------------------------------------------------------------------------------------------------
Name and Principal All Other
Position at Compensation ($)
December 2001 * Year Annual Compensation Long Term Compensation Annual
- --------------------------- ------ --------------------------------------------- --------------------------------- -----------------
Other Annual Awards
Salary ($) Bonus ($) Compensation
($)
- --------------------------- ------ ------------ --------------- ---------------- --------------------------------- -----------------
Securities
Restricted Underlying
Stock Awards Options/SARS
(#) (#)
- --------------------------- ------ ------------ --------------- ---------------- ---------------- ---------------- -----------------
Zach Lonstein 2001 $397,031 $225,000(a) $27,917(d) - - -
Chief Executive Officer & 2000 386,979 175,000(b) 23,081(d) - 300 -
Chairman 1999 242,788 72,519(c) 39,637(d) - 175,200 $5,000(e)
- --------------------------- ------ ------------ --------------- ---------------- ---------------- ---------------- -----------------
Charles Auster * 2001 284,135 - - - - 12,207,917(f)
CEO/President 2000 203,125 75,000(b) - 800,000(g) - 1,677,083(h)
1999 - - - - - -
- --------------------------- ------ ------------ --------------- ---------------- ---------------- ---------------- -----------------
Robert Wallach 2001 397,031 225,000(a) 18,391(i) - - -
President & Chief 2000 394,792 50,000(b) 10,185(i) - 50 -
Operating Officer 1999 275,459 35,000(c) - - 150,000 -
- --------------------------- ------ ------------ --------------- ---------------- ---------------- ---------------- -----------------
Robert O. Graham 2001 190,156 - - - - -
Chief Technology 2000 164,667 90,000(b) - - 40,000 -
Officer ** 1999 144,000 - - - 6,050 -
- --------------------------- ------ ------------ --------------- ---------------- ---------------- ---------------- -----------------
Nicholas J. Letizia 2001 176,667 15,000(a) 6,000(j) - - -
Sr. VP & General Counsel 2000 170,000 35,000(b) 6,000(j) - - -
1999 126,708 25,000(c) 6,000(j) - 20,000 -
- --------------------------- ------ ------------ --------------- ---------------- ---------------- ---------------- -----------------
Thomas Laudati 2001 157,500 55,000(a) 7,200(j) - - -
Sr. VP 2000 150,000 35,000(b) 7,200(j) - - -
1999 136,250 - 7,200(j) - - -
- --------------------------- ------ ------------ --------------- ---------------- ---------------- ---------------- -----------------
* Or date of resignation. Mr. Auster resigned in November 2001.
** Mr. Graham ceased to be an employee of the Company on January 31, 2002.
Page 2
(a) Bonus earned in 2001, paid in January 2002.
(b) Bonus earned in 2000, paid in January 2001.
(c) Bonus earned in the Company's then fiscal year ended October 31, 1999
and paid in February 2000.
(d) Includes $19,750, $8,818, and $31,075 in 2001, 2000, and 1999
respectively, relating to a Company-provided vehicle and related
expenses incurred for both business and personal use, and $8,166,
$14,263, and $8,562 in 2001, 2000, and 1999, respectively, paid for a
health club membership (See "Employment Agreements with Named Executive
Officers" below).
(e) Fee relating to Mr. Lonstein's guarantee of the Company's obligations
in connection with the purchase of MCC Corporation. (See "Certain
Relationships and Related Party Transactions" below).
(f) Includes $9,822,917 of amortization of a Restricted Stock Award and the
purchase of 535,594 common shares held by Mr. Auster for consideration
of $2,385,000, consisting of $450,000 in cash plus the repayment of the
balance due on his loan from the Company of $1,935,000 (See "Certain
Relationships and Related Party Transactions" below).
(g) See "Certain Relationships and Related Party Transactions" below.
(h) Amortization of a the Restricted Stock Award (See "Certain Relationships
and Related Party Transactions" below).
(i) Includes $18,391 and $9,305 in 2001 and 2000, respectively, relating to
a Company-provided vehicle and related expenses incurred for both
business and personal use, and $1,305 and $880 in 2001 and 2000,
respectively, paid for a health club membership (See "Employment
Agreements with Named Executive Officers" below).
(j) Vehicle allowance.
The Named Executives may participate in certain group life, health, and other
non-cash benefit plans, which are generally available to all Company employees.
The Company also maintained 401(k) Savings Plans covering all eligible employees
who have attained the age of 21 years and worked at least 1,000 hours in a
one-year period. The Company may make matching contributions at the discretion
of the Board of Directors. For the twelve-month periods ended December 31, 2001,
2000, and 1999, the Company did not make any matching contributions.
The Company did not grant stock options to the Named Executives during the year
ended December 31, 2001. The Company did not award any stock appreciation rights
or reprice any stock options during the twelve months ended December 31, 2001.
AGGREGATED OPTION EXERCISES AND YEAR-END OPTION VALUES
The following table contains information concerning the stock options held by
the Named Executives during the year ended December 31, 2001. No stock
appreciation rights have been granted by the Company.
Page 3
AGGREGATED OPTION EXERCISES DURING THE TWELVE MONTHS ENDED DECEMBER 31, 2001
AND YEAR-END OPTION VALUES
- ------------------------------------------------------------------------------------------------------------------------------------
Securities Received from Exercise Number of Securities Underlying Value of Unexercised
of Options during the Twelve Unexercised Options at December In-the-Money Options at
Months ended December 31, 2001 31, 2001 (#) December 31, 2001 ($) (2)
--------------------------------- -------------------------------- ---------------------------------
Number Net Value Un- Un-
Name of Shares Received ($)(1) Exercisable Exercisable Exercisable Exercisable
- ------------------------- ------------ ------------------ --------------- --------------- -------------- ---------------
Zach Lonstein 4,979 $ 29,094 (3) 210,500 15,000 $ 57,475 $ -
Robert Wallach - - 447,050 30,000 400,917 -
Robert O. Graham - - 35,385 19,665 - -
Nicholas J. Letizia - - 12,800 15,200 - -
Thomas Laudati - - 23,600 3,500 34,458 1,160
(1) The amount shown represents the aggregate excess of the market value
of the shares of common stock as of the date of the exercise over the
exercise price paid.
(2) The amounts shown represent the aggregate excess of the market value of
in-the-money shares of common stock underlying options at December 31,
2001 over the exercise price of those options.
(3) This option for 25,000 shares was exercised through the surrender of
20,021 shares. The market price on the date of exercise approximated the
exercise amount of the option. The difference was paid in cash.
Page 4
Compensation of Directors
Members of the Board of Directors who are not full-time employees of the Company
are granted non-qualified options to purchase 1,250 shares of the Company's
common stock for each meeting attended. Employees of the Company who are also
Directors, and Directors who are also affiliates of the funds that have invested
in the Company, do not receive compensation for their service as Directors.
Upon their election to the Board of Directors, Ms. Perone and Messrs. Targoff
and DaPuzzo each were granted a non-qualified option to purchase 25,000 shares
of the Company's common stock.
EMPLOYMENT AGREEMENTS WITH NAMED EXECUTIVE OFFICERS
Effective as of November 1, 1999, Mr. Lonstein and the Company entered into an
employment agreement with a three-year term with automatic one-year extensions.
This agreement provides for an annual salary of $375,000 with increases in the
second and third years of at least 5% per annum. The Options and Compensation
Committee of the Board of Directors may provide for a greater annual increase
and will set the parameters for the bonus calculation. The agreement also
provides for a grant of a nonqualified option to purchase 150,000 shares of the
Company's common stock at an exercise price equal to the market value of the
stock on November 1, 1999, in accordance with the Plan. In addition, the
agreement requires that the Company provide Mr. Lonstein a current model
automobile, pay for all repairs, maintenance, and related expenses, and also
purchase a health club membership for Mr. Lonstein and pay related expenses. The
agreement also provides that the Company shall nominate Mr. Lonstein to serve as
the Chairman of the Company's Board of Directors.
Effective as of November 1, 1999, Mr. Wallach and the Company entered into an
employment agreement with a three-year term with automatic one-year extensions.
This agreement provides for an annual salary of $375,000 with increases in the
second and third years of at least 5% per annum. The Options and Compensation
Committee of the Board of Directors may provide for a greater annual increase
and will set the parameters for the bonus calculation. The agreement also
provides for a grant of a non-qualified option to purchase 150,000 shares of the
Company's common stock at an exercise price equal to the market value of the
stock on November 10, 1999, in accordance with the Plan. In addition, the
agreement requires that the Company provide Mr. Wallach a current model
automobile; pay for all repairs, maintenance and related expenses; and purchase
a health club membership for Mr. Wallach and pay related expenses.
In connection with the acquisition of AmQUEST, Inc. described in Item 13
"Certain Relationships and Related Party Transactions" below, on February 5,
2002, AmQUEST and Mr. Barrios entered into an employment agreement with a one
year term with automatic three-month extensions. This agreement provides for an
annual salary of $210,000, a vehicle allowance of $500 per month, an annual
bonus of up to 30% of his salary to be determined by the Board of Directors of
AmQUEST, and a one-time bonus of up to $32,000 based on certain operations as
determined by the Chief Executive Officer of AmQUEST. The agreement also
provides for a grant of a non-qualified option to purchase 70,000 shares of the
Company's common stock at an exercise price equal to the market value of the
stock on February 5, 2002, in accordance with the Plan.
Page 5
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Prior to August 2001, the Options and Compensation Committee members were Ms.
McCuen and Messrs. Zachem, Schiff, and Mr. Lee, a former Director who resigned
in April 2001. Effective August 2001, the Options and Compensation Committee
consisted of Messrs. Zachem and Lonstein, Ms. McCuen, and Ms. Perone. Ms.
McCuen and Messrs. Zachem, Schiff, and (until the date of his resignation) Mr.
Lee are non-employee directors who are also Managing Directors of affiliates of
organizations that have an investment in the Company (See "Certain Relationships
and Related Party Transactions" below). Mr. Lonstein is an executive officer
of the Company. Ms. Perone is a non-employee director.
OPTIONS AND COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Options and Compensation Committee of the Board of Directors of the Company
is responsible for, among other matters, establishing policies applicable to the
compensation of the Company's executive officers and reporting on such policies
to the Board of Directors and stockholders; determining the salaries, incentive
compensation and other remuneration of executive officers of the Company who are
directors; and reviewing salaries, compensation and remuneration for all other
officers of the Company. The Committee regularly reviews the effectiveness of
the Company's executive compensation practices and revises them as appropriate.
This is a report on the compensation philosophy of the Committee and its
executive compensation activities during the twelve months ended December 31,
2001.
REPORT ON EXECUTIVE COMPENSATION
The Options and Compensation Committee of the Board of Directors administers the
compensation of the executive officers of the Company. During 2001, the Options
and Compensation Committee was composed of four directors, three of whom were
not employed by the Company. The Options and Compensation Committee's
recommendations are subject to approval by the full Board. The following report
is submitted by the Options and Compensation Committee regarding compensation
paid during 2001.
The Company's compensation policies are designed to attract, motivate, and
retain superior talent to enable the Company to achieve its business objectives
and to align the financial interest of the executive officers with the
stockholders of the Company.
The compensation of executive officers consists of base compensation,
participation in benefit plans generally available to employees, and in some
instances, bonuses and/or options. In setting compensation, the Options and
Compensation Committee strives to maintain base compensation for the Company's
executive officers at levels which the Committee, based on its experience,
believes are competitive with the compensation of comparable executive officers
in similarly situated companies while relying upon stock options and the bonus
plan to provide significant performance incentives.
Executive officers are eligible to participate in a bonus plan. Awards under the
bonus plan are determined by the Options and Compensation Committee. The Options
and Compensation Committee relies significantly upon the recommendation of the
Chief Executive Officer with respect to the bonus to be awarded to the other
executive officers. The executive officers, as well as other key employees, may
receive discretionary bonuses based upon a subjective evaluation of the
performance of the Company and their contributions to the Company.
Page 6
Each of the executive officers and certain key employees are eligible to receive
awards under the Amended and Restated 1992 Stock Option and Stock Appreciation
Rights Plan. The Plan will be used to align a portion of the officers'
compensation with the stockholders' interest and the long-term success of the
Company. In determining the number of options to be granted to each executive
officer, the Options and Compensation Committee reviews the recommendations
provided by the Chief Executive Officer with respect to the executive officers
other than the Chief Executive Officer and makes a subjective determination
regarding those recommendations. Grants of options must be approved by a
majority of the non-employee members of the Options and Compensation Committee.
The Compensation paid by the Company to Messrs. Lonstein, Wallach and Auster for
2001 was based upon employment agreements negotiated with each of these
Executive Officers. Messrs. Letizia, Laudati and Graham do not have
employment agreements with the Company that provide compensation arrangements.
The Options and Compensation Committee has not conducted any surveys of
compensation packages of executive officers in comparable companies, but
believes, based on the individual experience of its members, that the
compensation package for each Named Executive Officer for 2001 was reasonable
based upon each executive officer's experience, level of responsibility, and the
contributions made and expected to be made by each to the Company. See
"Employment Agreements" for a description of the employment agreements.
Options and Compensation Committee
Zach Lonstein
Samantha McCuen
Kathleen A. Perone
Tyler T. Zachem
Page 7
STOCK PERFORMANCE GRAPH
The accompanying graph compares cumulative total stockholder return on the
Company's common stock with the NASDAQ Domestic Stock Index and the NASDAQ
Computer and Data Processing Services Index (SIC Code 737). The graph assumes
that $100 was invested in the Company's stock and each index on December 31,
1996.
[GRAPH APPEARS HERE]
STOCKHOLDER RETURN
AS OF DECEMBER 31,
1996 1997 1998 1999 2000 2001
Company Common Stock $100 $286 $311 $721 $175 $174
NASDAQ Domestic Index 100 123 173 321 193 153
NASDAQ Computer and
Data Processing
Services Index 100 123 219 482 222 179
Page 8
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Company's common stock as of April 1, 2002 by (a) all current
Directors of the Company, (b the Named Executives, (c) all directors and
executive officers as a group, and (d) any other person known by the Company to
be the beneficial owner of more than 5% of its common stock. Beneficial
ownership includes shares that the beneficial owner has the right to acquire
within sixty days of the above date from the exercise of options, warrants, or
similar obligations. If no address is shown, the address of the beneficial owner
is in care of the Company.
BENEFICIAL OWNERSHIP OF THE COMPANY'S COMMON STOCK
- ------------------------------------------------------------------------------------------------------------------
Number of Shares Percentage
Name and Address of Beneficial Owner Beneficially Owned of Class
- -------------------------------------------------------------------- ----------------------- ---------------
Zach Lonstein (1) 1,707,925 27.8%
- -------------------------------------------------------------------- ------- --------------- ---------------
Robert B. Wallach (2) 526,475 8.2%
- -------------------------------------------------------------------- ------- --------------- ---------------
Nicholas J. Letizia (3) 12,800 *
- -------------------------------------------------------------------- ------- --------------- ---------------
Thomas Laudati (4) 23,600 *
- -------------------------------------------------------------------- ------- --------------- ---------------
Robert O. Graham (5) - -
- -------------------------------------------------------------------- ------- --------------- ---------------
Tyler T. Zachem
DB Capital Partners, Inc.
130 Liberty Street - 25th Floor
New York, NY 10006 (6) 2,980,441 33.4%
- -------------------------------------------------------------------- ------- --------------- ---------------
Frank L. Schiff
DB Capital Partners, Inc.
130 Liberty Street - 25th Floor
New York, NY 10006 (6) 2,980,441 33.4%
- -------------------------------------------------------------------- ------- --------------- ---------------
Richard A. Keller
Sandler Capital Management
767 Fifth Avenue - 45th Floor
New York, NY 10153 (7) 2,960,571 33.3%
- -------------------------------------------------------------------- ------- --------------- ---------------
Samantha McCuen
Sandler Capital Management
767 Fifth Avenue - 45th Floor
New York, NY 10153 (7) 2,960,571 33.3%
- -------------------------------------------------------------------- ------- --------------- ---------------
Kathleen A. Perone
22 Ocean Drive Avenue
Monmouth Beach, NJ 07750 (8) 27,500 *
- -------------------------------------------------------------------- ------- --------------- ---------------
Michael B. Targoff
1330 Avenue of the Americas
New York, NY 10019 (9) 28,750 *
- -------------------------------------------------------------------- ------- --------------- ---------------
Peter J. DaPuzzo
378 Taconic Road
Greenwich, CT 06831 (10) 42,250 *
- -------------------------------------------------------------------- ------- --------------- ---------------
All Directors and executive officers as a group (15 persons) (11) 7,612,722 63.5%
- -------------------------------------------------------------------- ------- --------------- ---------------
Continued on next page.
Page 9
BENEFICIAL OWNERSHIP OF THE COMPANY'S COMMON STOCK (CONTINUED)
- -------------------------------------------------------------------------------------------------------
Number of Shares Percentage
Name and Address of Beneficial Owner Beneficially Owned of Class
- ---------------------------------------------------------- ----------------------- --------------
DB Capital Partners, Inc.
130 Liberty Street
New York, NY 10006 (6) 2,980,441 33.4%
- ---------------------------------------------------------- ------- --------------- --------------
Sandler Capital Management
767 Fifth Avenue
New York, NY 10153 (7) 2,960,571 33.3%
- ---------------------------------------------------------- ------- --------------- --------------
Sandler Capital Partners V, L.P.
767 Fifth Avenue
New York, NY 10153 (12) 1,681,898 22.1%
- ---------------------------------------------------------- ------- --------------- --------------
Sandler Capital Partners V FTE, L.P.
767 Fifth Avenue
New York, NY 10153 (13) 689,053 10.4%
- ---------------------------------------------------------- ------- --------------- --------------
Camden Partners
One South Street - Suite 2150
Baltimore, MD 21202 (14) 944,435 14.7%
- ---------------------------------------------------------- ------- --------------- --------------
Hilliard Farber Securities
45 Broadway
New York, NY 10006 434,800 7.3%
- ---------------------------------------------------------- ------- --------------- --------------
Charles F. Auster
41 Edgewood Road
Summit, NJ 07901 332,852 5.6%
- ---------------------------------------------------------- ------- --------------- --------------
* Less than 1% of Class
(1) Includes 195,500 shares of common stock issuable upon exercise of
vested options held by Mr. Lonstein. Also includes 750,000 shares that
are subject to options held by DB Capital Investors, L.P., Sandler
Capital Management, and other parties to a private placement of
securities (see "Certain Relationships and Related Party Transactions"
below).
(2) Includes 477,050 shares of common stock issuable upon exercise of
vested options held by Mr. Wallach.
(3) Includes 12,800 shares of common stock issuable upon exercise of vested
options held by Mr. Letizia.
(4) Includes 23,600 shares of common stock issuable upon exercise of vested
options held by Mr. Laudati.
(5) Mr. Graham ceased to be an employee of the Company on January 31, 2002.
Page 10
(6) Includes 1,092,615 common shares issuable upon conversion of 78,688.5
shares of Preferred Stock, including accrued dividends thereon,
1,512,826 common shares issuable upon exercise of warrants, and 375,000
common shares which may be purchased from Mr. Lonstein subject to an
option. Messrs. Zachem and Schiff are Managing Directors of DB Capital
Partners, Inc., which is the General Partner of DB Capital Partners,
L.P., which in turn is the General Partner of DB Capital Investors,
L.P., the owner of the shares of the Preferred Stock, warrants, and
option. Messrs. Zachem and Schiff have shared voting and dispositive
power over such Preferred Stock, warrants, and option noted above, and
have disclaimed beneficial ownership for all of the shares beneficially
owned by DB Capital Investors, L.P., except as to the extent of their
pecuniary interest therein. DB Capital Investors, L.P. owns 50% of the
outstanding shares of Preferred Stock.
(7) Includes 1,085,331 common shares issuable upon conversion of 78,164
shares of Preferred Stock, including accrued dividends thereon,
1,502,740 common shares issuable upon exercise of warrants, and 372,500
common shares which may be purchased from Mr. Lonstein subject to
options. Ms. McCuen and Mr. Keller are Managing Directors of Sandler
Capital Management, which is the general partner of Sandler Investment
Partners, L.P., which in turn is the general partner of five funds that
collectively own the Preferred Stock, warrants, and options noted
above. Ms. McCuen and Mr. Keller have shared voting and dispositive
power over such Preferred Stock, warrants, and options. The five funds
collectively own 49.7% of the outstanding shares of Preferred Stock.
(8) Includes 32,500 shares of common stock issuable upon exercise of non-
qualified options held by Ms. Perone.
(9) Includes 28,750 shares of common stock issuable upon exercise of vested
options held by Mr. Targoff.
(10) Includes 36,250 shares of common stock issuable upon exercise of vested
options held by Mr. DaPuzzo.
(11) Includes 2,177,846 common shares issuable upon conversion of 156,852
shares of Preferred Stock and 3,015,566 common shares issuable upon
exercise of warrants over which four directors exercise shared control.
Also includes 851,360 shares of common stock issuable upon exercise of
options collectively held by the fifteen directors and executive
officers of the Company.
(12) Includes 705,319 common shares issuable upon conversion of 50,796
shares of the Preferred Stock, including accrued dividends thereon,
976,579 common shares issuable upon exercise of warrants, and 242,075
common shares which may be purchased from Mr. Lonstein subject to an
option.
(13) Includes 288,961 common shares issuable upon conversion of 20,810
shares of Preferred Stock, including accrued dividends thereon, 400,092
common shares issuable upon exercise of warrants, and 99,175 common
shares which may be purchased from Mr. Lonstein subject to an option.
Page 11
(14) Includes 8,571 common shares issuable upon exercise of warrants
received in connection with a prior loan to the Company, and 500,000
vested warrants received in connection with a Securities Purchase
Agreement (See "Certain Relationships and Related Party Transactions",
below). Includes the accounts of Camden Partners Strategic Fund II-A,
L.P. Camden Partners Strategic Fund II-B, L.P., the Cahill, Warnock
Strategic Partners Fund, L.P. and Strategic Associates, L.P., (the
"Camden Entities"). Along with Cahill, Warnock Strategic Partners,
L.P., each fund has shared voting and dispositive power over the total
number of shares owned by the Camden Entities. Each of the Camden
Entities disclaims beneficial ownership over any shares not held of
record by it.
Page 12
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
INFOCROSSING, INC.
May 14, 2002 /s/
---------------------------------------------
William B. Fischer - Senior Vice President
& Chief Financial
Officer