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 21, 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
On January 21, 2005, Zach Lonstein, Chairman of the Board and CEO of the
Company, was awarded a fully vested, nonqualified option to acquire 750,000
shares of the Company's common stock at $25.00 per share. The average of the
high and low prices for one share of the Company's common stock on the date of
the grant was $16.995. The award was made pursuant to the Company's 2002 Stock
Option and Stock Appreciation Rights Plan, as amended. The purpose of the grant
to Mr. Lonstein is to mitigate the financial impact on him for having provided
options at $25.00 per share on 750,000 shares of the Company's common stock
owned by him to those purchasers (including their successors and assigns) under
a certain Securities Purchase Agreement dated as of April 7, 2000 between the
Company and such purchasers.
ITEM 9.01(c)
EXHIBITS.
10.1 Stock Option Agreement dated January 21, 2005 between Mr.
Lonstein and the Company.
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 26, 2005 By: /s/ NICHOLAS J. LETIZIA
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Nicholas J. Letizia
SVP, General Counsel & Secretary