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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) JANUARY 5, 2006
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. (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 A MATERIAL DEFINITIVE AGREEMENT.
On January 5, 2006, the Company executed an employment agreement (the
"Agreement") with Richard Giordanella pursuant to which Mr. Giordanella will
serve as the Company's President Enterprise Application Services. Mr.
Giordanella had been Chief Executive Officer of Soft Link Solutions, Inc. The
employment agreement has an effective date as of January 1, 2006.
The Agreement provides for a term of three years, with provisions for annual
renewals thereafter; a base salary of $300,000, which may be adjusted upwards
annually by the compensation committee of the Company's Board of Directors; the
ability to earn a bonus of up to 100% of his annual salary based upon the
achievement of goals to be determined by the compensation committee; grants of
fully-vested options, pursuant to the terms of the Company's 2005 Stock Plan, on
January 1, 2007 and January 1, 2008, provided Mr. Giordanella is actively
employed by the Company at the applicable time, to acquire 75,000 shares and
50,000 shares, respectively, of the Company's common stock at an exercise price
equal to the fair market value of such stock value as of the time of grant; and
in certain circumstances, a severance arrangement for the payment of base salary
for a period of up to eight months.
A copy the Agreement is filed as Exhibit 10 to this report and is incorporated
herein by reference. The foregoing description of the Agreement is qualified in
its entirety by the complete text of the Agreement.
Mr. Giordanella joined the Company in December 2005. Upon the commencement of
his employment, he was awarded, pursuant to the terms of the Company's 2005
Stock Plan, a fully-vested option to acquire 75,000 shares of the Company's
common stock at an exercise price equal to the fair market value of such stock
as of the time of grant.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
On January 5, 2006, the Company issued 216,241 shares of common stock, $0.01 par
value, to Soft Link Solutions, Inc. as partial payment for the purchase of
certain assets from such company. This transaction is exempt from registration
pursuant to Section 4(2) of the Securities Act of 1933.
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 Employment Agreement between the Company and Richard C.
Giordanella, dated January 5, 2006.
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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 6, 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 Employment Agreement between the Company and Richard C.
Giordanella, dated January 5, 2006.
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