U. S. 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
Date of Report (Date of earliest event reported in the Initial Report):
JUNE 23, 2004
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INFOCROSSING, INC.
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(Exact name of issuer as specified in its charter)
DELAWARE 0-20824 13-3252333
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(State or other jurisdiction of Commission (IRS Employer
incorporation or organization) File Number 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)
N/A
(Former name or former address, if changed since last report.)
ITEM 5. OTHER ITEMS
The Company announced today that it proposes to make a private offering of $60
million aggregate principal amount of Convertible Senior Notes due 2024. The
initial purchaser will also have a 30-day option to purchase up to an additional
$12 million of such notes. Net proceeds from the private offering will be used
to repay approximately $40 million of outstanding indebtedness which currently
bears an interest rate of 9%, to fund potential acquisitions and for general
corporate purposes. The exact timing and terms of the financing will depend upon
market conditions and other factors.
The notes will be convertible, subject to certain conditions, at the option of
the holder prior to maturity, into shares of the Company's common stock at a
specified conversion price, subject to certain adjustments. The Company will
have a call option, pursuant to which it may redeem the securities, in part or
in whole, on or after July 15, 2009, at 100% of the principal amount, in
accordance with conditions specified in the offering memorandum. The notes will
also be callable at the Company's option, on or after January 15, 2007 until
July 15, 2009, if the stock trades above specified thresholds and upon the
payment of a specified make-whole premium.
Offers and sales of the notes will be made only in the United States to
qualified institutional buyers in transactions exempt from the registration
requirements of the Securities Act of 1933, as amended. Neither the notes nor
the shares of the Company's common stock into which they will be convertible
have been registered under the Securities Act of 1933, as amended, or any state
securities laws, and they may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements.
The announcement, attached hereto as Exhibit 99.1, does not constitute an offer
to sell, or the solicitation of an offer to buy, any securities and shall not
constitute an offer, solicitation or sale in any jurisdiction in which such
offer, solicitation or sale would be unlawful.
ITEM 9. REGULATION FD DISCLOSURE
In connection with the offering described in Item 5, attached as Exhibit 99.2
are certain excerpts from the Offering Memorandum: Risk Factors and
Capitalization
This report contains forward-looking statements within the meaning of Section
21E of the Securities Exchange Act of 1934, as amended. These statements include
the projections set forth below and, in some cases, can otherwise be identified
terminology such as "may," "will," "should," "expect," "anticipate," "intend,"
"plan," "believe," "estimate," "potential," or "continue," the negative of these
terms or other comparable terminology. These statements involve a number of
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; difficulties
with the integration of acquired businesses; and other risks. For any of these
statements, the Company claims the protection of the safe harbor for
forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995, Public Law 104-67, as amended.
You are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this report and based on
information currently and reasonably known. The Company undertakes no obligation
to release any revisions to or update these forward-looking statements to
reflect events or circumstances that occur after the date of this report or to
reflect the occurrence or effect of anticipated or unanticipated events.
SIGNATURES
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 hereunto duly authorized.
INFOCROSSING, INC.
Date: June 23, 2004 /s/ WILLIAM J. McHALE
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William J. McHale
Senior Vice President of Finance