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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) August 6, 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: completion of the tender offer and merger;
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; 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 8.01 OTHER EVENTS
The Company and Wipro Technologies, the global IT services business of Wipro
Limited (NYSE:WIT), today announced, by means of the press release attached as
Exhibit 99 hereto, that they have signed a definitive agreement for Wipro to
acquire the Company for $18.70 per share in an all cash transaction. The
acquisition will be conducted by means of a tender offer for all of the
Company's outstanding shares, followed by a merger of the Company with a Wipro
subsidiary. The tender offer is subject to a number of customary closing
conditions, including regulatory approvals, and is expected to close by the
fourth quarter of 2007.
The tender offer described in the accompanying press release has not yet
commenced, and the press release is neither an offer to purchase nor a
solicitation of an offer to sell Infocrossing, Inc.'s ("Infocrossing") common
stock. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ BOTH THE TENDER OFFER
STATEMENT AND THE SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE TENDER
OFFER DESCRIBED IN THE PRESS RELEASE WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION. The tender offer statement will be filed by
Wipro Limited ("Wipro") with the Securities and Exchange Commission ("SEC"), and
the solicitation/recommendation statement will be filed by the Company with the
SEC. Investors and security holders may obtain a free copy of these statements
(when available) and other documents filed by Infocrossing or Wipro with the SEC
at the website maintained by the SEC at www.sec.gov. The tender offer statement
and related materials, solicitation/recommendation statement, and such other
documents may be obtained for free by directing such requests to Infocrossing,
Inc., Investor Relations, 2 Christie Heights Street, Leonia, New Jersey 07605,
(201) 840-4700.
The preceding is qualified in its entirety by reference to the press release
which is filed herewith.
ITEM 9.01(d) EXHIBITS
The following materials are attached as exhibits to this Current Report on Form
8-K:
EXHIBIT
NUMBER DESCRIPTION
99 Press Release of the Company
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: August 6, 2007 INFOCROSSING, INC.
Registrant
By: /s/ NICHOLAS J. LETIZIA
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Name: Nicholas J. Letizia
Title: SVP, General Counsel & Secretary
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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99 Press Release of the Company
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