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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) November 9, 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 contains 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 the Company'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; the Company'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
Infocrossing, LLC, f/k/a/ (i)Structure, LLC; and other risks. For any of these
factors, 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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On November 9, 2006, the Company announced its results of operations and
financial condition for the three and nine months ended September 30, 2006 by
means of the press release attached hereto as Exhibit 99.
ITEM 7.01 REGULATION FD DISCLOSURE
In the press release noted above, the Company also updated previously announced
guidance for 2006 by indicating that for the fourth quarter ending December 31,
2006, revenues are forecast to be approximately $59.7 million and
EBITDA to be approximately $12.5 million. Net income for the fourth
quarter is expected to be approximately $2.9 million and diluted earnings
per share is expected to be $0.12 for the period.
For the full year ending December 31, 2006, the Company forecasts revenues to be
approximately $230 million; EBITDA to be approximately $42 million; net income
to be approximately $8.4 million; and diluted earnings per share to be $0.37.
The Company projects free cash flow to be approximately $12.3 million for the
fourth quarter and $23 million for the full year.
Reconciliations between EBITDA and net income and between free cash flow and
cash flow from operations are provided in the press release.
ITEM 9.01(d) EXHIBITS
The following materials are attached as exhibits to this Current Report on Form
8-K:
EXHIBIT
NUMBER DESCRIPTION
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99 Press Release of the Company
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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: November 9, 2006 INFOCROSSING, INC.
Registrant
By: /s/ WILLIAM J. McHALE
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Name: William J. McHale
Title: SVP, CFO & Treasurer
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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99 Press Release of the Company
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