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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) March 5, 2007
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, 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 5.02(e) Compensatory Arrangements of Certain Officers.
On March 5, 2007, the Board of Directors of Infocrossing, Inc. (the "Company")
approved a transaction bonus pool of up to five million dollars ($5,000,000) in
the event there is a Change in Control, as defined below. The recipients of
awards under this arrangement may include the Company's principal executive
officer, president, principal financial officer, principal operating officer,
and named executive officers as well as other officers and employees of the
Company. Any awards under this plan shall be made by the Options and
Compensation Committee of the Company's Board of Directors in the sole
discretion of the members of such committee. "Change in Control" of the Company
shall mean a Change in Control of a nature that would be required to be reported
in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the
Securities Exchange Act of 1934, as amended (the "Act"), or any successor
thereto, provided that without limiting the foregoing, a Change in Control of
the Company also shall mean the occurrence of any of the following events:
(i) any "person" (as defined under Section 3(a)(9) of the Act) or "group" of
persons (as provided under Section 13d-3 of the Act) is or becomes the
"beneficial owner" (as defined in Rule 13d-3 or otherwise under the Act),
directly or indirectly (including as provided in Rule 13d-3(d)(1) of the Act),
of capital stock of the Company the holders of which are entitled to vote for
the election of directors ("voting stock") representing that percentage of the
Company's then outstanding voting stock (giving effect to the deemed ownership
of securities by such person or group, as provided in Rule 13d-3(d)(1) of the
Act, but not giving effect to any such deemed ownership of securities by another
person or group) equal to or greater than twenty-five percent (25%) of all such
voting stock;
(ii) during any period of twenty-four (24) consecutive months, individuals who
at the beginning of such period constituted the Board of Directors of the
Company (including for this purpose any new director whose election or
nomination for election by the Company's shareholders was approved by a vote of
at least a majority of the directors then still in office who were directors at
the beginning of such period) cease for any reason to constitute at least a
majority of the Board of Directors of the Company (excluding any Board seat that
is vacant or otherwise unoccupied); or
(iii) there shall be consummated any consolidation, merger, stock for stock
exchange or similar transaction (collectively, "Merger Transactions") involving
securities of the Company in which holders of voting stock of the Company
immediately prior to such consummation own, as a group, immediately after such
consummation, voting stock of the Company (or, if the Company does not survive
the Merger Transaction, voting securities of the corporation surviving such
transaction) having less than fifty percent (50%) of the total voting power in
an election of directors of the Company (or such other surviving corporation).
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: March 6, 2007 INFOCROSSING, INC.
Registrant
By: /s/ NICHOLAS J. LETIZIA
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Name: Nicholas J. Letizia
Title: SVP, General Counsel & Secretary