UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[X] AMENDMENT No. ONE TO THE ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2006
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or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR the transition period from _________ to _________
Commission file number: 0-20824
INFOCROSSING, INC.
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(Exact name of registrant as specified in its charter)
Delaware 13-3252333
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State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
2 Christie Heights Street, Leonia, NJ 07605
(Address of principal executive offices)
Registrant's telephone number, including area code: (201) 840-4700
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
- -------------------------------- -----------------------------------------
- -------------------------------- -----------------------------------------
Securities registered pursuant to Section 12(g)of the Exchange Act:
Common Stock, $0.01 Par Value per Share
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(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.
[ ] Yes [X] No
Indicate by checkmark if the registrant is not required to file reports pursuant
to Section 13 or Section 15(d) of the Act.
[ ] Yes [X] No
Page 1
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [X] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in a definitive proxy or information
statement incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. Check one.
Large Accelerated Filer [ ] Accelerated Filer [X] Non Accelerated Filer [ ]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
[ ] Yes [X] No
As of June 30, 2006, the aggregate market value of the outstanding shares of
voting common stock held by non-affiliates of the registrant was approximately
$232,973,000 based on the closing price of $11.55 as reported on the National
Association of Securities Dealers Automated Quotation System on June 30, 2006.
The registrant has no non-voting stock.
On May 8, 2007, there were 22,107,223 shares of the registrant's Common
Stock, $0.01 par value, outstanding.
EXPLANATORY NOTE:
Infocrossing, Inc.. is filing this Amendment No. 1 on Form 10-K/A to its Annual
Report on Form 10-K for the fiscal year ended December 31, 2006, as filed with
the U.S. Securities and Exchange Commission on March 16, 2007 (the Original Form
10-K), solely to amend Item 5 to include the performance graph. In addition, the
list of exhibits was modified to reflect the fact that certain exhibits were
filed with the Original Form 10-K. Except for the aforementioned changes to Item
5, this Form 10-K/A does not modify, amend or update the Original Form 10-K or
reflect events occurring after the filing of the Original Form 10-K. No other
changes have been made to the Original Form 10-K and this Form 10-K/A does not
amend, update or change the financial statements or any other items or
disclosures in the original filing.
Page 2
FORWARD LOOKING STATEMENTS
Statements made in this Annual Report on Form 10-K (the "Annual Report"),
including the accompanying financial statements and notes, other than statements
of historical fact, are forward-looking statements within the meaning of Section
21E of the Securities Exchange Act of 1934, as amended, that involve risks and
uncertainties. These statements relate to future events or our future financial
performance, including statements relating to products, clients, suppliers,
business prospects and effects of acquisitions. In some cases, forward-looking
statements can be identified by terminology such as "may," "will," "should,"
"expect," "anticipate," "intend," "plan," "believe," "estimate," "potential," or
"continue," the negative of these terms or other comparable terminology. These
statements involve a number of risks and uncertainties and as such, final
results could differ from estimates or expectations due to a number of factors
including, without limitation: incomplete or preliminary information; changes in
government regulations and policies; continued acceptance of our products and
services in the marketplace; competitive factors; closing contracts with new
clients and renewing contracts with existing clients on favorable terms;
expanding services to existing clients; new products; technological changes; our
dependence on third party suppliers; intellectual property rights; difficulties
with the identification, completion, and integration of acquisitions; and other
risks and uncertainties including those set forth in this Annual Report that
could cause actual events or results to differ materially from any
forward-looking statement. For any of these factors, we claim the protection of
the safe harbor for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995, as amended.
You are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this Annual Report and are based
on information currently and reasonably known to us. We undertake no obligation
to release any revisions to or update these forward-looking statements to
reflect events or circumstances that occur after the date of this Annual Report
or to reflect the occurrence or effect of anticipated or unanticipated events.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Our common stock is traded on the NASDAQ Global Select market ("NGS") under the
symbol IFOX. For the periods reported below, the following table sets forth the
high and low bid quotations for our common stock as reported by the NGS (in
dollars).
BID
High Low
For the year ended December 31, 2005:
1st Quarter ended March 31, 2005 20.150 14.500
2nd Quarter ended June 30, 2005 17.040 10.120
3rd Quarter ended September 30, 2005 12.980 8.356
4th Quarter ended December 31, 2005 9.370 6.350
For the year ended December 31, 2006:
1st Quarter ended March 31, 2006 12.850 8.411
2nd Quarter ended June 30, 2006 13.100 10.300
3rd Quarter ended September 30, 2006 13.500 10.500
4th Quarter ended December 31, 2006 16.470 11.410
The closing price of our common stock on the NGS on May 8, 2007 was $16.54 per
share. At May 8, 2007, we had approximately 85 stockholders of record. In
addition, we believe that there are approximately 500 beneficial owners holding
their shares in "street name."
DIVIDENDS
We have not paid dividends to holders of our common stock since inception.
Certain provisions of a credit agreement to which we are a party do not permit
us to pay cash dividends on our common stock.
Page 3
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
The following table presents information regarding securities authorized for
issuance under equity compensation plans approved September 1992, June 2002, and
June 2005. All plans have been approved by our stockholders.
Number of Securities
Remaining Available for
Future Issuance
Number of Securities to Weighted Average (Excluding Securities
be Issued Upon Exercise Exercise Price of Reflected in the First
of Outstanding Options Outstanding Options Column)
------------------------- -------------------------- --------------------------
Three qualified Plans - previously
approved by stockholders 4,072,982 $14.174 1,009,212 (a)
(a) Of the options available for future grant, 75,000 are reserved pursuant to
an executive's employment agreement (See Note 6 of the Notes to Financial
Statements accompanying this report) and 50,000 are reserved for committed
issuances, subject to the continued employment of the persons involved. For a
complete discussion of these plans, please see Note 9 of the Notes to Financial
Statements accompanying this report.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER OUTSTANDING WARRANTS
At December 31, 2006, we had reserved 1,591,903 common shares for issuance upon
exercise of the following warrants: (i) 65,000 shares exercisable at $18.00 per
share expiring September 16, 2010; (ii) 50,000 shares exercisable at $15.00 per
share expiring January 13, 2009; and (iii) 1,476,903 shares exercisable at $7.86
per share expiring October 20, 2008.
RECENT ISSUANCES OF UNREGISTERED SECURITIES
Common Stock Issued for a Portion of Acquisition Price:
In connection with the acquisition of certain net assets and a business on
January 5, 2006, we issued 216,241 shares of common stock, $0.01 par value,
valued at $1,786,367, to Soft Link Solutions, Inc. The common stock was issued
without registration pursuant to an exemption provided by Section 4(2) of the
Securities Act of 1933, as this issuance of common stock does not involve a
public offering. The Company has filed a Registration Statement on Form S-3 for
the sale of these and other shares with the Securities and Exchange Commission.
This Registration Statement was declared effective April 21, 2006.
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
No shares were repurchased during 2006. Certain provisions of our credit
agreement dated November 30, 2005 with our bank debt incurred in connection with
the (i)Structure Acquisition effectively restrict us from making any further
repurchases under this program, so long as the credit agreement is in existence.
Page 4
PERFORMANCE GRAPH
The accompanying graph compares cumulative total stockholder return on the
Company's common stock with the Nasdaq Domestic Stock Index and the Nasdaq
Computer and Data Processing Services Index (SIC Code 737). The graph assumes
that $100 was invested in the Company's common stock and each index on December
31, 2001.
[GRAPHIC REPLACED WITH CHART BELOW]
STOCKHOLDER RETURN
AS OF DECEMBER 31,
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2001 2002 2003 2004 2005 2006
Company Common Stock $100 $104 $200 $278 $142 $268
NASDAQ Domestic Index 100 69 103 112 115 126
NASDAQ Computer and
Data Processing
Services Index 100 69 91 100 104 116
Page 5
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
(a) 1 and 2. The financial statements and schedule required to be filed in
satisfaction of Item 8 are listed in the Index to Consolidated Financial
Statements and Schedule that appeared as page F-1 of the Original Form
10-K. Schedules not required were omitted.
3. The exhibits required to be filed as a part of this Annual Report
are listed below. An index of exhibits accompanying this Annual Report
appears on page 45.
(b) Exhibits:
Page 6
Exhibit No. Description
2.1 Stock Purchase Agreement between the Company and ITO Holdings,
LLC, dated as of March 3, 2004, incorporated by reference to
Exhibit 2.1 to the Company's Current Report on Form 8-K filed
April 7, 2004.
2.2 Purchase and Sale Agreement, dated as of September 1, 2004
between Verizon Data Services, Inc. and the Company, incorporated
by reference to Exhibit 2.1 to the Company's Current Report on
Form 8-K filed October 14, 2004
2.3 Purchase Agreement, dated October 24, 2005, by and between
Infocrossing, Inc. and Level 3 Financing, Inc., incorporated by
reference to Exhibit 10 to a Current Report on Form 8-K filed
October 25, 2005.
3.1A Company's Restated Certificate of Incorporation, incorporated by
reference to the Company's Annual Report on Form 10-K for the
period ended December 31, 2004.
3.1B Certificate of Amendment to the Company's Certificate of
Incorporation, filed May 8, 2000, to increase the authorized
shares and to remove Article 11, incorporated by reference to the
Company's report on Form 10-Q for the period ended April 30,
2000.
3.1C Certificate of Amendment to the Company's Certificate of
Incorporation, filed as of June 5, 2000, to change the name of
the Company to Infocrossing, Inc., incorporated by reference to
the Company's report on Form 10-Q for the period ended April 30,
2000.
3.2 Amended and Restated Bylaws of the Company, incorporated herein
by reference to Exhibit 3.2 to the Company's Form 10-Q/A filed
May 17, 2004.
4.1A Securities Purchase Agreement, dated as of October 16, 2003, by
and among the Company and certain purchasers of common stock and
warrants, incorporated by reference to Exhibit 4.1 to the
Company's Current Report on Form 8-K filed October 22, 2003.
4.1B Registration Rights Agreement, dated as of October 16, 2003, by
and among the Company and certain purchasers of common stock and
warrants, incorporated by reference to Exhibit 4.2 to the
Company's Current Report on Form 8-K filed October 22, 2003.
4.1C Exchange Agreement, dated as of October 16, 2003, by and among
the Company and holders of series A preferred stock and series A
warrants, incorporated by reference to Exhibit 4.3 to the
Company's Current Report on Form 8-K filed October 22, 2003.
4.1D Second Amended and Restated Registration Rights Agreement, dated
as of October 21, 2003, by and among the Company and certain
stockholders of the Company, incorporated by reference to Exhibit
4.4 to the Company's Current Report on Form 8-K filed October 22,
2003.
Page 7
Exhibit No. Description
4.2A Securities Purchase Agreement, dated as of March 24, 2004, by and
among the Company and certain purchasers of the Company's common
stock, incorporated by reference to Exhibit 4.1 to the Company's
Current Report on Form 8-K filed April 1, 2004.
4.2B Registration Rights Agreement, dated as of March 24, 2004, by and
the Company and certain purchasers of the Company's common stock,
incorporated by reference to Exhibit 4.2 to the Company's Current
Report on Form 8-K filed April 1, 2004.
4.3A Indenture, dated as of June 30, 2004, between the Company as
issuer and Wells Fargo Bank, National Association, as trustee;
and form of 4.00% Convertible Senior Notes due 2024, incorporated
by reference to Exhibit 4.2 to a Registration Statement No.
333-117340 on Form S-3 filed July 13, 2004.
4.3B Resale Rights Agreement, dated as of June 30, 2004, by and
between the Company and Lehman Brothers, Inc. regarding the
Company's 4.00% Convertible Senior Notes due 2024, incorporated
by reference to Exhibit 4.4 to a Registration Statement No.
333-117340 on Form S-3 filed July 13, 2004.
4.4 Warrant Agreement dated as of February 1, 2002 by and between the
Company and the Warrantholders party thereto, incorporated by
reference to Exhibit 4.3 to the Company's Current Report on Form
8-K filed February 5, 2002.
4.5 Warrant Agreement between the Company and the Warrantholders
party thereto, incorporated by reference to the Company's Annual
Report on Form 10-K for the period ended December 31, 2004.
4.6A Amended and Restated 1992 Stock Option and Stock Appreciation
Rights Plan ("1992 Plan"), incorporated by reference to Appendix
A to Company's Definitive Proxy Statement for the Annual Meeting
of Stockholders held on May 8, 2000.
4.6B Amendment to 1992 Plan approved at the Company's Annual Meeting
of Stockholders held on June 22, 2001, incorporated by reference
to the Company's Annual Report on Form 10-K for December 31,
2004.
4.7A Company's 2002 Stock Option and Stock Appreciation Rights Plan
("2002 Plan"), incorporated by reference to Appendix B to the
Company's Definitive Proxy Statement for the Annual Meeting of
Stockholders held on June 25, 2002.
4.7B Amendment to 2002 Plan adopted by the Board of Directors on
January 21, 2005, incorporated by reference to the Company's
Annual Report on Form 10-K for December 31, 2004.
4.7C Amendment to 2002 Plan approved at the Company's Annual Meeting
of Stockholders held on June 15, 2004, incorporated by reference
to the Company's Annual Report on Form 10-K for December 31,
2004.
Page 8
Exhibit No. Description
4.8A The Company's 2005 Stock Plan, incorporated by reference to the
Company's Definitive Proxy Statement for the Annual Meeting of
Stockholders held on June 13, 2005.
4.8B Amendment to the 2005 Stock Plan, incorporated by reference to
the Company's Definitive Proxy Statement for the Annual Meeting
of Stockholders held on June 15, 2006.
10.1A Acquisition Loan Agreement dated July 29, 2004 between the
Company, various Lenders and CapitalSource Finance LLC as Agent
for the Lenders ("Acquisition Loan Agreement"), incorporated by
reference to Exhibit 10.7 to the Company's Quarterly Report on
Form 10-Q for the period ended June 30,2004.
10.1B Guaranty and Security Agreement dated as of July 29, 2004,
between the Company and certain of the Company's subsidiaries and
CapitalSource Finance LLC ("Security Agreement"), incorporated by
reference to Exhibit 10.8 to the Company's Quarterly Report on
Form 10-Q for the period ended June 30, 2004.
10.1C Stock Pledge Agreement dated as of July 29, 2004, between the
Company and certain of the Company's subsidiaries and
CapitalSource Finance LLC ("Stock Pledge Agreement"),
incorporated by reference to Exhibit 10.9 to the Company's
Quarterly Report on Form 10-Q for the period ended June 30, 2004.
10.2A Consent, Waiver and First Amendment to Acquisition Loan
Agreement dated as of October 1, 2004, incorporated by reference
to Exhibit 10.1 to the Company's Current Report on Form 8-K filed
October 4, 2004.
10.2B Joinder to Security Agreement dated October 1, 2004,
incorporated by reference to the Company's Annual Report on Form
10-K for the period ended December 31, 2004.
10.2C Addendum to Stock Pledge Agreement dated October 1, 2004,
incorporated by reference to the Company's Annual Report on Form
10-K for December 31, 2004.
10.2D Amended and Restated Consent, Waiver, and First Amendment to
Acquisition Loan Agreement, dated as of October 6, 2004,
incorporated by reference to Exhibit 10.16 to the Company's
Quarterly Report on Form 10-Q for the period ended September 30,
2004.
10.2E Second Amendment to Acquisition Loan Agreement and Other
Documents, dated as of November 8, 2004, incorporated by
reference to Exhibit 10.17 to the Company's Quarterly Report on
Form 10-Q for the period ended September 30, 2004.
10.2F Third Amendment to Acquisition Loan Agreement and Other
Documents, dated as of December 29, 2004, incorporated by
reference to the Company's Annual Report on Form 10-K for
December 31, 2004.
Page 9
Exhibit No. Description
10.3A Credit Agreement, dated November 30, 2005, between Infocrossing,
Inc., the lenders thereto, Bank of America, N.A. and Banc of
America Securities, LLC, incorporated by reference to a Current
Report on Form 8-K filed December 1, 2005.
10.3B Security Agreement, dated November 30, 2005, between
Infocrossing, Inc., certain subsidiaries of Infocrossing, Inc.,
and Bank of America, N.A., incorporated by reference to a Current
Report on Form 8-K filed December 1, 2005.
10.3C Securities Pledge Agreement, dated November 30, 2005, between
Infocrossing, Inc., certain subsidiaries of Infocrossing, Inc.,
and Bank of America, N.A., incorporated by reference to a Current
Report on Form 8-K filed December 1, 2005.
10.3D (d) Amendment No. 1 to Credit Agreement and Waiver between the
Company and Bank of America, N.A
10.3E (d) Amendment No. 2 to Credit Agreement Waiver between the
Company and Bank of America, N.A
10.3F (d) Amendment No. 3 to Credit Agreement and Waiver between the
Company and Bank of America, N.A.
10.3G (d) Security Joinder Agreement by Infocrossing iConnection dated
as of June 23, 2006.
10.3H (d) Pledge Agreement Supplement between the Company and Bank of
America, N.A. dated as of June 23, 2006.
10.10A Agreement of Sale and Leaseback, dated November 30, 2005,
between Infocrossing, Inc. and LSAC Operating Partnership, L.P.,
incorporated by reference to a Current Report on Form 8-K filed
December 1, 2005.
10.10B Lease, dated November 30, 2005, between (i)Structure, LLC and
LSAC Omaha L.P., incorporated by reference to a Current Report on
Form 8-K filed December 1, 2005.
10.10C Lease, dated December 29, 2005, between (i)Structure, LLC and
LSAC Tempe L.P. is not filed as it is substantially the same as
that between the (i)Structure, LLC and LSAC Omaha, L.P. except as
to the description of the building and the amount of rent.
10.11A Lease dated June 2, 1997 between the Company and Leonia
Associates, LLC, incorporated by reference to the Company's
Annual Report on Form 10-K for December 31, 2004.
10.11B First Amendment of Lease between the Company and Leonia
Associates, LLC, dated January 16, 1998, incorporated by
reference to the Company's Annual Report on Form 10-K for
December 31, 2004.
10.11C Second Amendment of Lease between the Company and Leonia
Associates, LLC, dated as of September 9, 1999, incorporated by
reference to the Company's Annual Report on Form 10-K for
December 31, 2004.
10.11D Third Amendment of Lease between the Company and Leonia
Associates, LLC, dated as of August 28, 2000, incorporated by
reference to Exhibit 10.7D to the Company's 10-K for the fiscal
year ended October 31, 2000.
Page 10
Exhibit No. Description
10.11E Fourth Amendment of Lease between the Company and Leonia
Associates, LLC, dated as of April 19, 2004, incorporated by
reference to the Company's Annual Report on Form 10-K for
December 31, 2004.
10.12A Tenth Floor Option Agreement between the Company, G-H-G Realty
Company ("GHG"), and RSL Com USA, Inc. ("RSL"), dated as of
November 30, 1999, with related notice of exercise dated February
14, 2000, incorporated by reference to Exhibit 10.6A to the
Company's Form 10-K for the fiscal year ended October 31, 2000.
10.12B Eleventh Floor Option Agreement between the Company, GHG, and
RSL, dated as of November 30, 1999, with related notice of
exercise dated December 2, 1999, incorporated by reference to
Exhibit 10.6B to the Company's 10-K for the fiscal year ended
October 31, 2000.
10.20 (c) Employment Agreement between the Company and Zach Lonstein,
dated as of January 1, 2005, incorporated by reference to Exhibit
10.1 to the Company's Current Report on Form 8-K filed January 5,
2005, superseding an Employment Agreement, dated as of November
1, 1999, incorporated by reference to Exhibit 10.4 to the
Company's Form 10-Q for the period ended July 31, 2000.
10.21 (c) Stock Option Agreement under the Company's 2002 Stock Option
and Stock Appreciation Rights Plan, dated January 21, 2005,
between the Company and Zach Lonstein, incorporated by reference
to Exhibit 10.1 to the Company's Current Report on Form 8-K filed
November 5, 2004.
10.22A (c) Employment Agreement between the Company and Robert
Wallach, dated as of January 1, 2005, incorporated by reference
to Exhibit 10.2 to the Company's Current Report on Form 8-K filed
January 5, 2005, superseding an Employment Agreement, dated as of
November 1, 1999, incorporated by reference to Exhibit 10.5 to
Infocrossing's Form 10-Q for the period ended July 31, 2000.
10.22B (c) Amendment One to Employment Agreement between the Company
and Mr. Wallach, dated as of December 22, 2006, incorporated by
reference to a Current Report on Form 8-K filed December 22,
2006.
10.23 (c) Employment Agreement, dated as of October 1, 2004, by and
between a subsidiary of the Company and Michael J. Luebke,
incorporated by reference to the Company's Annual Report on Form
10-K for December 31, 2004.
10.24 (c) Employment Agreement between the Company and Lee C. Fields,
dated as of August 8, 2005, incorporated by reference to a
Current Report on Form 8-K filed August 9, 2005
10.25 (c) Employment Agreement, dated as of January 1, 2006 between
the Company and Richard Giordanella, incorporated by reference to
a Current Report on Form 8-K filed January 6, 2006.
Page 11
Exhibit No. Description
10.26A (c) Employment Agreement between the Company and Michael D.
Jones dated as of May 4, 2006, incorporated by reference to a
Current Report on Form 8-K filed May 8, 2006
10.26B (c) Special Sale Bonus Agreement between (i)Structure, LLC and
Mr. Jones, incorporated by reference to Exhibit 10.30 to the
Company's Annual Report on Form 10-K for December 31, 2005.
10.30 (a) Master Services Agreement dated as of May 24, 2001 among the
Company, Alicomp, a Division of Alicare, Inc. and ADT Security
Services, Inc., incorporated by reference to Exhibit 10.1A to a
Registration Statement No. 333-110173 on Form S-3 filed February
6, 2004.
10.31A Contract for Services between Verizon Information Technologies,
Inc. (now Infocrossing Healthcare Services, Inc.) and the State
of Missouri, including Amendments 1 through 6, (the "Missouri
Contract") incorporated by reference to the Company's Quarterly
Report on Form 10-Q for March 31, 2005.
10.31B Amendments no. 7 and 8 to the Missouri Contract, incorporated
by reference to Exhibit 10.32B to the Company's Quarterly Report
on Form 10-Q for September 30, 2006.
14 Code of Ethics, incorporated by reference to the Company's Annual
Report on Form 10-K for December 31, 2004.
21 (d) Subsidiaries of the Company.
23 (d) Consent of Ernst & Young, Independent Registered Public
Accounting Firm
31 (b) Certifications required by Rule 13a-14(a) to be filed.
32 (b) Certifications required by Rule 13a-14(b) to be furnished but
not filed.
(a) Portions of this exhibit have been omitted pursuant to a request for
confidential treatment.
(b) Filed herewith.
(c) Management compensatory plan or arrangement.
(d) Filed with the Original Form 10-K
Page 12
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
INFOCROSSING, INC.
May 10, 2007 /s/ ZACH LONSTEIN
--------------------------------------------------
Zach Lonstein - Chief Executive Officer
May 10, 2007 /s/ WILLIAM J. McHALE
--------------------------------------------------
William J. McHale - Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
May 10, 2007 /s/ ZACH LONSTEIN
--------------------------------------------------
Zach Lonstein - Chairman of the Board of Directors
May 10, 2007 /s/ PETER J. DaPUZZO
--------------------------------------------------
Peter J. DaPuzzo - Director
May 10, 2007 /s/ JEREMIAH M. HEALY
--------------------------------------------------
Jeremiah M. Healy - Director
May 10, 2007 /s/ KATHLEEN A. PERONE
--------------------------------------------------
Kathleen A. Perone - Director
May 10, 2007 /s/ ROBERT B. WALLACH
--------------------------------------------------
Robert B. Wallach - Director
May 10, 2007 /s/ HOWARD L. WALTMAN
--------------------------------------------------
Howard L. Waltman - Director
Page 13
EXHIBIT INDEX
Exhibit No. Description
31 Certifications required by Rule 13a-14(a) to be filed.
32 Certifications required by Rule 13a-14(b) to be furnished but not
filed.
Page 14