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):
JULY 6, 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
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.
The Company announced today that it has completed the previously announced
exercise, in full, of the initial purchaser's option to purchase an additional
$12 million of the Company's 4.0% Convertible Senior Notes due 2024. Today's
press release is attached herewith as exhibit 99.1. Also attached as Exhibit
99.1 is the press release dated July 1, 2004 announcing that the option was to
be exercised.
The Company reported on a Current Report on Form 8-K filed June 30, 2004 that it
had completed a private offering of $60 million in aggregate principal amount of
Convertible Senior Notes due 2024. Net proceeds from the private offering were
used to repay approximately $40 million of outstanding indebtedness, which bore
interest at a rate of 9.0%, with the balance to be used to fund potential
acquisitions and for general corporate purposes.
Offers and sales of the notes were 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.
This announcement 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.
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: July 6, 2004 /s/ WILLIAM J. McHALE
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William J. McHale
Senior Vice President of Finance