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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 9, 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 release 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: successful completion of the tender offer for all
of the Company's shares followed by the merger with a subsidiary of Wipro
Technologies; 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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On August 9, 2007, the Company announced its results of operations and financial
condition for the three and six months ended June 30, 2007, by means of the
press release attached hereto.
ITEM 7.01 REGULATION FD DISCLOSURE
In the press release noted above, the Company also announced that previously-
issued guidance for the second quarter had been met or exceeded. Because of
the definitive agreement to be acquired by Wipro Technologies announced August
6, 2007, and the uncertainty of the actual closing date of the acquisition, the
Company believes it is no longer appropriate to continue to issue guidance.
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 9, 2007 INFOCROSSING, INC.
Registrant
By: /s/ WILLIAM J. McHALE
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Name: William J. McHale
Title: SVP - Finance & Chief Financial
Officer
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ---------- --------------------------------------------------------------------
99 Press Release of the Company
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