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 8, 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 and
renewing contracts with existing 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 DEFINITIVE AGREEMENT
In connection with the appointment announced below, the Company entered into an
Employment Agreement (the "Agreement") for a term of three years with Mr. Fields
that provides, among other things, an annual salary of $300,000, which may be
adjusted upwards annually by the Company's Board of Directors (the "Board") or a
compensation committee of such Board; the ability to earn two bonuses, one of up
to 100% of his annual salary and a second one of up to 50% of his annual salary
(each bonus shall be prorated during 2005) based upon the achievement of goals
to be determined by the Board or a compensation committee of such Board; a
sign-on bonus of $100,000, half of which shall be paid August 15, 2005 and the
second half of whcih shall be paid February 15, 2005; and the grant of an option
to purchase 200,000 shares of the Company's common stock with an exercise price
equal to the fair market value on August 8, 2005, vesting 25% immediately, 25%
after one year, and the remainder over the next twenty-four months. The
Agreement also provides for a severance payable under certain circumstances
equal to 100% of annual salary if the termination occurs in the first year of
the Agreement, 83.33% if the termination occurs in the second year, and 66.66%
if the termination occurs in the third year, plus a prorated amount of the total
bonus Mr. Fields would have been entitled to earn in the year of termination.
ITEM 5.02(c) APPOINTMENT OF PRINCIPAL OFFICER
The Company announced on August 8, 2005 that Mr. Lee C. Fields, 46, has joined
the Company to fill the newly created position of President - IT Outsourcing,
pursuant to the Agreement discussed above.
Since 2004, Mr. Fields had been Managing Director of North American Sales &
Business Development for Mercer Management Consulting, a global leader in growth
strategies and operational excellence consulting. At Mercer, he was responsible
for supporting the firm in opening new client relationships, improving the
go-to-market approach and sales effectiveness of practices and directors, and
building overall broader business development capabilities with the firm. From
1997 until 2003, Mr. Fields was with AnswerThink, Inc., a provider of
technology-based business transformation solutions, at which he served in
various sales, business development, and consulting roles including Chief Sales
Officer from 2000 until 2003. Before joining AnswerThink in 1993, Mr. Fields was
Vice President for The Learning Alliance, a business consulting, sales training,
and sales force automation company. A graduate of Rutgers College with a degree
in economics, Mr. Fields began his career at IBM, where he had held various
sales marketing, training, and management positions from 1980 until 1993.
ITEM 9.01(c) EXHIBITS.
10 Employment Agreement dated as of August 8, 2005, by and between
the Company and Lee C. Fields.
99 Press release of the Company dated August 8, 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