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) January 1, 2005
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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))
SAFE HARBOR FOR FORWARD-LOOKING AND CAUTIONARY STATEMENTS
This report may contain forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended. As such, final
results could differ from estimates or expectations due to 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; technological changes; retention of customers; the
Company's dependence upon third-party suppliers; retention of customers;
intellectual property rights; difficulties with the integration of Infocrossing
West, Inc. f/k/a ITO Acquisition Corporation d/b/a Systems Management
Specialists and Infocrossing Healthcare Services, Inc. and other risks. For any
of these factors, the Company claims the protection of the safe harbor for
forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995, as amended.
ITEM 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENTS
Effective January 1, 2005, the Company entered into employment
agreements with Zach Lonstein, Chairman and Chief Executive Officer; and Robert
B. Wallach, Vice Chairman, President and Chief Operating Officer, replacing
prior agreements originally signed as of November 1, 1999. The employment
agreements each provide for, among other items: an initial annual base salary of
$455,815; increases at the greater of the Cost of Living Index (All Urban
Consumers, NY, All Items, 1982=100) or as determined by the Compensation
Committee of the Board of Directors; bonuses at the discretion of, and related
to the satisfaction of goals to be determined by, the Board of Directors or the
Compensation Committee; Company-paid medical, life and other group benefits; and
the use of a current model auto and membership in a health club of the
executive's choosing.
Mr. Lonstein's employment agreement provides for full-time employment for
five years, three years part-time employment at 75% of the base salary then in
effect, and two years of reduced part-time employment at 50% of the base salary
then in effect. Mr. Wallach's employment agreement provides for full-time
employment for two years, three years part-time employment at 75% of the base
salary then in effect, and two years of reduced part-time employment at 50% of
the base salary then in effect. During part-time periods, if they elect to
remain on the Board of Directors, Mr. Lonstein will remain as Chairman and Mr.
Wallach will remain as Vice-Chairman.
The employment agreements provide for lifetime pension benefits of $180,000
annually for Mr. Lonstein and $120,000 annually for Mr. Wallach, which will be
paid beginning with the commencement of each executive's reduced part-time
employment period. The Company will also continue to provide medical, life and
disability benefits for life to the executives and their spouses. The Company
will pay for a $2 million life insurance policy for Mr. Lonstein, and a $500,000
policy for Mr. Wallach. Each executive shall designate their beneficiaries.
The Company may elect to defer compensation in excess of amounts deductible
for Federal income tax purposes (currently $1,000,000), to the earlier of (1) a
tax year where the compensation will be deductible, (b) the first anniversary of
the termination of employment of the executive, or (c) the date on which the
executive must pay Federal income tax on the amount.
Mr. Lonstein's employment agreement provides that no stock option awards
will be granted through December 31, 2006, except in the sole discretion of the
Board of Directors, or a duly authorized committee of the Board. Mr. Wallach's
agreement provides that no stock option awards will be granted through December
31, 2006. Previously, in August 2004, Messrs. Lonstein and Wallach had been
granted fully vested, nonqualifed options to acquire 500,000 and 350,000 shares
of the Company's common stock at a price equal to the market price as of the
date of grant. The options had been granted pursuant to the Company's 2002 Stock
Option and Stock Appreciation Rights Plan, as amended.
ITEM 9.01(c)
EXHIBITS.
10.1 Employment agreement between the Company and Zach Lonstein, dated
as of January 1, 2005.
10.2 Employment agreement between the Company and Robert Wallach,
dated as of January 1, 2005.
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: January 3, 2005 By: /s/ NICHOLAS J. LETIZIA
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Nicholas J. Letizia
SVP, General Counsel & Secretary