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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported) DECEMBER 29, 2005
INFOCROSSING, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-20824 13-3252333
(State or other jurisdiction (Commission (IRS Employer
Of incorporation) File Number) Identification No.)
2 CHRISTIE HEIGHTS STREET LEONIA, NEW JERSEY 07605
(Address of principal executive offices) (Zip Code)
(201) 840-4700
(Registrant's telephone number, including area code.)
N/A
(Former name and 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 (see General Instruction A. 2. below):
[ ] 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 Infocrossing,
Inc.'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; Infocrossing, Inc.'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 (i)Structure, LLC; and other risks. For any of these factors,
Infocrossing, Inc. 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 A MATERIAL DEFINITIVE AGREEMENT.
HTML1DocumentEncodingutf-8On November 30, 2005, Infocrossing entered into an
agreement of sale and leaseback (the "Agreement of Sale and Leaseback") with
LSAC Operating Partnership, L.P., a Delaware limited partnership ("LSAC").
Pursuant to the Agreement of Sale and Leaseback, Infocrossing agreed, subject to
its acquisition of (i)Structure, LLC, a Delaware limited liability company
("(i)Structure"), to cause (i)Structure to sell to and leaseback from LSAC or
its designee: (1) its fee simple interest in a certain parcel of land containing
a data center with approximately 88,000 rentable square feet in Omaha, Nebraska
(the "Omaha Property") and (2) its leasehold interest in a certain parcel of
land containing a data center with approximately 60,000 rentable square feet in
Tempe, Arizona (the "Tempe Property") (the Omaha Property and the Tempe Property
being jointly referred to as the "Properties"), in each case together with all
other improvements located thereon. The aggregate purchase price for the
Properties under the Agreement of Sale and Leaseback was $25,000,000.00.
Concurrently with the closing of the sale of the Properties, LSAC agreed to
lease or cause its designee to lease the Properties back to (i)Structure
pursuant to leases with an initial term of 20 years (and with two 10-year
renewal options). LSAC assigned its rights with respect to the Omaha Property to
LSAC Omaha L.P., a Delaware limited partnership ("Omaha LP"), and leased back
the Omaha Property from Omaha LP, on November 30, 2005. LSAC assigned its rights
with respect to the Tempe Property to LSAC Tempe L.P., a Delaware limited
partnership ("Tempe LP"), and leased back the Tempe Property from Tempe LP, on
December 29, 2005. The gross proceeds from the sale of the Tempe Property of
$12,150,000, and the balance of the purchase price for the Omaha Property
($1,285,000), were paid upon the closing of the sale and leaseback of the Tempe
Property.
Copies of the Agreement of Sale and Leaseback and the Leases are filed as
Exhibits 10.1 through Exhibit 10.3 to this report and are incorporated herein by
reference. The description above of the Agreement of Sale and Leaseback and the
Lease is qualified in its entirety by the complete text of the Agreement of Sale
and Leaseback and the Leases.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
The information from Item 1.01 above is incorporated by reference into this Item
2.03.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) EXHIBITS.
The following materials are attached as exhibits to this Current Report on Form
8-K:
EXHIBIT
NUMBER DESCRIPTION
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10.1 Agreement of Sale and Leaseback, dated November 30, 2005, between
Infocrossing, Inc. and LSAC Operating Partnership, L.P.,
incorporated by reference to Exhibit 10.4 to a Current Report on
Form 8-K filed December 1, 2005.
10.2 Lease, dated November 30, 2005, between (i)Structure, LLC and
LSAC Omaha L.P., incorporated by reference to Exhibit 10.5 to a
Current Report on Form 8-K filed December 1, 2005.
10.3 Lease, dated December 29, 2005, between (i)Structure, LLC and
LSAC Tempe L.P.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: January 4, 2006 INFOCROSSING, INC.
Registrant
By: /s/ NICHOLAS J. LETIZIA
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Name: Nicholas J. Letizia
Title: SVP, General Counsel & Secretary
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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10.2 Lease, dated December 29, 2005, between (i)Structure, LLC and
LSAC Tempe L.P.
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