UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the year ended: DECEMBER 31, 2003
Commission file number: 0-20824
INFOCROSSING, INC.
-------------------------------------------------------------
(Exact name of registrant 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, NJ 07605
-----------------------------------------------------------------
(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
-------------------------------------------------------
(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 [ ].
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act): [ ] Yes [X] No.
On June 30, 2003, the last day of the registrant's most recently completed
second quarter, the aggregate market value of the outstanding shares of voting
stock held by non-affiliates of the registrant was approximately $27,568,000.
On March 24, 2004, there were 15,266,874 shares of the registrant's Common
Stock, $0.01 par value, outstanding.
Part III, Items 10-14 of this document are incorporated by reference from a
Definitive Proxy Statement to be filed by the Company on or before April 29,
2004.
This amendment is filed to add exhibits 10.5A and 10.5B inadvertently excluded
in the original document.
PART IV
ITEM 16. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. The financial statements and schedule required to be filed in
satisfaction of Item 8 are listed in the Index to Consolidated Financial
Statements and Schedule that appears as page F-1 of this report. Schedules
not required have been omitted
2. The exhibits required to be filed as a part of this Annual Report are
listed below.
EXHIBIT NO. DESCRIPTION
3.1A Restated Certificate of Incorporation, incorporated by
reference to Exhibit 3.1 to Infocrossing's Form 10-KSB for
the period ended October 31, 1999.
3.1B Certificate of Amendment to Infocrossing's Restated
Certificate of Incorporation, filed May 8, 2000 to increase
the number of authorized shares and to remove Article 11,
incorporated by reference to Exhibit 3.1B to Infocrossing's
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 Exhibit 3.1C to Infocrossing's 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 Infocrossing's Form 10-KSB for the period
ended October 31, 1999.
4.1A Amended and Restated 1992 Stock Option and Stock
Appreciation Rights Plan, incorporated by reference to
Appendix A to the Definitive Proxy for Infocrossing's Annual
Meeting held on May 8, 2000, as subsequently amended as
referenced in the Definitive Proxy for Infocrossing's Annual
Meeting held June 22, 2001.
4.1B 2002 Stock Option and Stock Appreciation Rights Plan,
incorporated by reference to Appendix B to the Definitive
Proxy for Infocrossing's
Annual Meeting held on June 25, 2002.
4.2 Securities Purchase Agreement dated as of February 1, 2002
by and between Infocrossing, Inc. and the Purchasers named
therein, incorporated by reference to Exhibit 4.1 to the
Current Report on Form 8-K filed February 5, 2002.
4.3 Warrant Agreement dated as of February 1, 2002 by and
between Infocrossing, Inc. as Issuer and the Purchasers
named therein, incorporated by reference to Exhibit 4.3 to
the Current Report on Form 8-K filed February 5, 2002.
4.4 Securities Purchase Agreement dated as of October 16, 2003
by and among the Company and certain purchasers of common
stock and warrants, incorporated by reference to Exhibit 4.1
to a Current Report on Form 8-K filed October 22, 2003.
EXHIBIT NO. DESCRIPTION
4.5 Registration Rights Agreement dated as of October 16, 2003 by
and among the Company and certain purchasers of common stock
and warrants, incorporated by reference to Exhibit 4.2 to a
Current Report on Form 8-K filed October 22, 2003.
4.6 Exchange Agreement dated as of October 16, 2003 by and among
the Company and holders of the Series A Preferred Stock and
Series A warrants, incorporated by reference to Exhibit 4.3
to a Current Report on Form 8-K filed October 22, 2003.
4.7 Second Amended and Restated Registration Rights Agreement
dated as of October 21, 2003 by and among the Company and
certain stockholders of the Company, incorporated by
reference to Exhibit 4.4 to a Current Report on Form 8-K
filed October 22, 2003.
10.1 Employment Agreement, dated as of November 1, 1999, between
Infocrossing and Zach Lonstein, incorporated by reference to
Exhibit 10.4 to the Company's Form 10-Q for the period ended
July 31, 2000.
10.2 Employment Agreement, dated as of November 1, 1999, between
Infocrossing and Robert Wallach, incorporated by reference
to Exhibit 10.5 to the Company's Form 10-Q for the period
ended July 31, 2000.
10.3 Term Loan Agreement dated as of October 21, 2003 by and among
the Company, Infocrossing Agent, Inc., and the lenders named
therein, incorporated by reference to Exhibit 10.1 to a
Current Report on Form 8-K filed October 22, 2003.
10.4 Guarantee and Security Agreement dated as of October 21,
2003 by and among the Company, Infocrossing Agent, Inc., and
the Company's subsidiaries, incorporated by reference to
Exhibit 10.2 to a Current Report on Form 8-K filed October
22, 2003.
10.5A Master Services Agreement dated as of May 24, 2001 among the
Company; Alicomp, a division of Alicare, Inc.; and ADT
Security Services, Inc. incorporated by reference to Exhibit
10.1A to Amendment No. 3 to the Company's Registration
Statement on Form S-3/A filed February 2, 2004.
10.5B Amendment to Master Services Agreement, dated as of January
11, 2002, among the Company; Alicomp, a division of Alicare,
Inc.; and ADT Security Services, Inc. incorporated by
reference to Exhibit 10.1B to Amendment No. 3 to the
Company's Registration Statement on Form S-3/A filed February
2, 2004.
21 List of Subsidiaries of Infocrossing *
23 Consent of Ernst & Young LLP
31 Certifications required by Rule 13a-14(a) to be filed.
32 Certifications required by Rule 13a-14(b) to be furnished but
not filed.
* Previously filed.
(b) Reports on Form 8-K
Pursuant to Item 5 of Form 8-K, on October 17, 2003 we announced the pricing of
a private placement of common stock and warrants to purchase common stock and
also announced an agreement for the recapitalization of its series A preferred
stock and series A warrants.
Pursuant to Item 5 of Form 8-K, on October 22, 2003 we reported the completion
of the previously announced private placement of common stock and warrants to
purchase common stock on October 21, 2003, and also reported the completion of
the previously announced recapitalization of its series A preferred stock and
series A warrants on October 21, 2003 and related matters.
On November 13, 2003, we reported our results for the third quarter ended
September 30, 2003 pursuant to Item 12 of Form 8-K.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
INFOCROSSING, INC.
April 9, 2004 /s/ WILLIAM J. McHALE
--------------------------------------
William J. McHale
Sr. VP - Finance