UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) October 4, 2004
(October 1, 2004)
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INFOCROSSING, INC.
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(Exact Name of Registrant 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) (Zip Code)
Registrant's telephone number, including area code: (201) 840-4700
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
| | Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
| | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
| | Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
| | Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.01 COMPLETION OF ACQUISITION.
On October 1, 2004, Infocrossing, Inc. (the "Company") closed the
previously announced acquisition of a segment of the healthcare business of
Verizon Information Technologies Inc. ("VITI"), a Delaware corporation engaged
in the business of providing customers in the healthcare industry with
information technology outsourcing services; healthcare transaction processing
services; Health Insurance Portability and Accountability Act consulting and
implementation services; payer application solutions; and Medicaid fiscal agent
services, from Verizon Data Services, Inc. ("Verizon Data") for $43.5 million in
cash. The Company financed the purchase price with cash on hand and by drawing
$24.4 million from an existing line of credit provided by CapitalSource Finance
LLC.
Other than in respect to this transaction, no material relationship exists
between the Company or its affiliates and either Verizon Data or VITI.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired
Financial statements required by Item 9.01(a) of Form 8-K
will be filed by amendment to this Form 8-K no later than
December 17, 2004.
(b) Pro Forma Financial Information
Pro forma financial information required by Item 9.01(b) of
Form 8-K will be filed by amendment to this Form 8-K no
later than December 17, 2004.
(c) Exhibits
2.1 Purchase and Sale Agreement, dated as of September
1, 2004, between the Company and Verizon Data
Services, Inc.
10.1 Consent, Waiver and First Amendment to Acquisition
Loan Agreement, dated as of October 1, 2004, by and
between the Company and CapitalSource Finance LLC.
99.1 Press Release of the Company, dated October 4, 2004.
SIGNATURES
Pursuant to the requirements of the Securities and 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: October 4, 2004 By: /s/ WILLIAM J. McHALE
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William J. McHale
SVP - Finance