================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 4, 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 May 4, 2006, the Company entered into an employment agreement (the
"Agreement") with Michael Jones, the Company's President - IT Outsourcing. Mr.
Jones has occupied this position since the Company acquired (i)Structure, LLC on
November 30, 2006. The initial term of the Agreement expires November 30, 2008
and it provides for renewals for successive one-year periods if no notice of
non-renewal is given by either party. The Agreement provides for compensation of
no less than $303,000 per year, subject to review annually, and the ability to
earn a bonus of up to 100% of the base salary then in effect each year based on
achieving certain performance criteria as determined by the Options and
Compensation Committee. If the Agreement is terminated by the Company without
"Cause", or by the executive without "Good Reason" (as those terms are defined
in the Agreement), the executive will receive severance in an amount of up to
twelve months of the executive's base salary at that time. The Agreement also
provides that Mr. Jones will receive a non-qualified option to purchase 75,000
shares of the Company's stock on November 30, 2006 and every twelve months
thereafter, for as long as Mr. Jones remains actively employed under the
Agreement. Mr. Jones had received an option to acquire 75,000 shares of the
Company's stock on December 1, 2005. All of Mr. Jones' options are subject to
the Company's 2005 Stock Plan.
A copy of the Agreement is filed as Exhibit 10 to this report and is
incorporated herein by reference.
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
- ---------- --------------------------------------------------------------------
10 Employment Agreement dated May 4, 2006 between Infocrossing, Inc.
and Michael Jones
================================================================================
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: May 8, 2006 INFOCROSSING, INC.
Registrant
By: /s/ NICHOLAS J. LETIZIA
---------------------------
Name: Nicholas J. Letizia
Title: SVP, General Counsel & Secretary
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ---------- --------------------------------------------------------------------
10.2 Employment Agreement dated May 4, 2006 between Infocrossing, Inc.
and Michael Jones
================================================================================