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 7, 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 5.02(c) APPOINTMENT OF PRINCIPAL OFFICER
Effective January 7, 2005, the Company promoted William J. McHale to the
new position of Chief Financial Officer, responsible for the Company's finance,
accounting and treasury functions.
Mr. McHale, 50, joined Infocrossing in September 2002 as Senior Vice
President of Finance and will retain that title. Mr. McHale is also Treasurer.
He has nearly 30 years experience in senior finance and operations roles. Prior
to joining Infocrossing, from 1990 through 2001, Mr. McHale was Chief Financial
Officer and Executive Vice President at Eden LLC, a regional importer and
distributor. He assisted with that company's sale of its brand and licensing
rights to Learning Curve International. Prior to Eden, Mr. McHale held senior
operations and finance positions with Amerada Hess Corporation and several
private companies. Mr. McHale, a Certified Public Accountant (NJ and NY) also
spent six years with Arthur Andersen & Co. Mr. McHale holds a Bachelor of
Science degree in accounting and finance from Kings College in Wilkes-Barre, PA.
ITEM 9.01(c)
EXHIBITS.
99.1 Press Release of the Company dated January 7, 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 13, 2005 By: /s/ NICHOLAS J. LETIZIA
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Nicholas J. Letizia
SVP, General Counsel & Secretary