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) August 9, 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; closing contracts
with new customers and renewing contracts with existing customers on favorable
terms; expanding services to existing customers; new products; technological
changes; the Company's dependence upon third-party suppliers; intellectual
property rights; difficulties with the identification, completion, and
integration of acquisitions, including the integration of Infocrossing
Healthcare Services, Inc., f/k/a Verizon Information Technologies 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 2.01 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On August 9, 2005, the Company announced its results of operations and financial
condition for the three and six-month periods ended June 30, 2005 by means of
the press release attached hereto as exhibit 99.
The press release also announced that since the market price of the Company's
common stock was less than $10.48 for 20 of 30 consecutive trading days, a
provision of the $72 million of 4.00% Convertible Senior Notes due 2024 required
the conversion price to be reduced from $15.36 to $12.69 as of the close of
trading on August 5, 2005. Accordingly, the notes are now convertible into
5,673,759 common shares, an increase of 986,259, or approximately 21% over the
initial number of 4,687,500 shares. The indenture does not require any
additional adjustments to the conversion price based on the market price of the
Company's common shares.
The Company also announced a conference call for investors and analysts on
Tuesday, August 9, 2005 at 4:30 p.m. EDT to discuss results for the Company's
first quarter of 2005. The call-in number for the live audio call beginning at
4:30 p.m. EDT is 1-973-409-9259. A live web cast of the conference call will
also be available on Infocrossing's website at http://www.infocrossing.com. An
audio replay of the conference call will be available from 6:30 p.m. EDT on
Tuesday, May 10, 2005, for seven days at 973-341-3080. The pass code for the
replay is 5984285. A webcast of the conference call will be available for 30
days following the call at http://www.infocrossing.com.
ITEM 9.01(c)
EXHIBITS.
99 Press release of the Company dated August 9, 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: August 9, 2005 By: /s/ WILLIAM J. McHALE
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William J. McHale
SVP-Finance, CFO & Treasurer