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) May 23, 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. These statements
relate to future events or our future financial performance, including
statements relating to products, customers, suppliers, business prospects and
effects of acquisitions. In some cases, forward-looking statements can be
identified by terminology such as "may," "will," "should," "expect,"
"anticipate," "intend," "plan," "believe," "estimate," "potential," or
"continue," the negative of these terms or other comparable terminology. As
such, final results could differ from estimates or expectations due to risks and
uncertainties, including, without limitation: incomplete or preliminary
information; changes in government regulations and policies; continued
acceptance of our products and services in the marketplace; competitive factors;
closing contracts with new customers on favorable terms; expanding services to
existing customers; new products; technological changes; our dependence on third
party suppliers; intellectual property rights; difficulties with the
identification, completion, and integration of acquisitions, including the
integration of Verizon Information Technologies Inc., now known as Infocrossing
Healthcare Services, Inc.; and other risks and uncertainties including those set
forth in this Report that could cause actual events or results to differ
materially from any forward-looking statement. For any of these factors, we
claim 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 A MATERIAL AGREEMENT
Effective as of May 19, 2005, the Company entered into the Fourth Amendment to
Acquisition Loan Agreement (the "Fourth Amendment") that amended the Acquisition
Loan Agreement dated as of July 29, 2004 between the Company, various Lenders,
and CapitalSource Finance LLC as agent for the Lenders, as previously amended
(the "Amended Acquisition Loan Agreement"). Among other things, the Fourth
Amendment amended the negative covenants in the Amended Acquisition Loan
Agreement to permit the Company to spend up to $10 million to repurchase the
Company's outstanding stock.
ITEM 7.01 REGULATION FD DISCLOSURE
On May 23, 2005, the Company announced, by means of the press release attached
as Exhibit 99, that its Board of Directors has authorized the Company to spend
up to $10 million to repurchase the Company's common stock.
ITEM 9.01(c)
EXHIBITS.
10 Fourth Amendment to Acquisition Loan Agreement, dated as of May
19, 2005, by and between CapitalSource Finance, LLC and the
Company.
99 Press release of the Company dated May 23, 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: May 23, 2005 By: /s/ WILLIAM J. McHALE
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William J. McHale
SVP-Finance, CFO & Treasurer