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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
AMENDMENT I TO A 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) JUNE 27, 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))
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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 June 27, 2006, (i)Structure, LLC, a wholly-owned subsidiary of Infocrossing,
Inc. (the "Company") entered into a 10-year operating lease with Equastone
Views, LLC for approximately 35,500 square feet of office space in Broomfield,
CO. The lease will commence upon the completion of certain work by the landlord.
The total of the monthly payments due under the lease is approximately
$4,375,000, however if no Event of Default (as such term is defined in the
lease) occurs, the total of payments will be reduced to approximately $3,895,000
and (i)Structure will make no payments during the first twelve months. The
Company has unconditionally guaranteed all amounts due under the lease and the
performance of all of (i)Structure's obligations thereunder. The guarantee was
in the form as provided in exhibit F to the lease.
No prior relationship existed between Equastone Views and (i)Structure or
between Equastone Views and the COmpany.
Copies of the lease and a related side letter are filed as Exhibits 10.1 and
Exhibit 10.2, respectively, to this report on Form 8-K and are incorporated
herein by reference. The description above of the lease is qualified in its
entirety by the complete text of the Exhibits.
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(d) XHIBITS
The following materials are exhibits to this Current Report on Form 8-K:
EXHIBIT
NUMBER DESCRIPTION
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10.1 Lease dated June 27, 2006 between (i)Structure, LLC, and
Equistone Views, LLC.
10.2 Side Letter dated June 27, 2006 between (i)Structure, LLC, and
Equistone Views, LLC.
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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: June 30 , 2006 INFOCROSSING, INC.
Registrant
By: /s/ William J. McHale
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Name: William J. McHale
Title: SVP and Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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10.1 Lease dated June 27, 2006 between (i)Structure, LLC, and
Equistone Views, LLC.
10.2 Side Letter dated June 27, 2006 between (i)Structure, LLC, and
Equistone Views, LLC.