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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 10, 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On August 10, 2007, the Company executed an employment agreements with its
SVP-Finance & Chief Financial Officer, and amended the employment agreement of
the Company's Executuve Vice President - Marketing & Business Development, as
described in and incorporated by reference to Item 5.02(e) below.
ITEM 5.02(e) COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On August 10, 2007, the Company entered into an employment agreement with
William J. McHale, the Company's SVP - Finance & Chief Financial Officer. The
agreement is "at will" and calls for an annual salary of $242,050. The Board of
Directors of the Company, or a compensation committee of such board, may make
annual adjustments to the salary but may only adjust it upwards, and may grant a
bonus to Mr. McHale, in each case at their sole discretion. Mr. McHale will
receive such other benefits as are generally made available to senior officers
and other employees. In the event Mr. McHale's employment is terminated by the
Company without Cause or by Mr. McHale with Good Reason (as those terms are
defined in the agreement) Mr. McHale will receive (a) severence equal to his
salary then in effect for one year, payable in accordance with Section 409A of
the Internal Revenue Code; (b) one year to exercise any outstanding stock
options, all of which shall become vested as of the date of termination; (c)
outplacement services valued at up to $50,000 or a cash payment of an equivalent
amount; and (d) payment by the Company for one year of the cost of medical and
dental benefits continued under COBRA. Also, in the event that any payment under
this agreement would be subject to the excise tax imposed by Section 4999 of the
Internal Revenue Code (the "Excise Tax"), then Mr. McHale shall be entitled to
receive an additional payment (a "Gross-Up Payment") in an amount that will
place him in substantially the same after-tax economic position that he would
have enjoyed if the Excise Tax had not applied.
On Auguat 14, 2007, the Company and Lee C. Fields amended the employment
agreement originally entered into August 8, 2005 to provide that his severence
will be payable in accordance with Section 409A of the Internal Revenue Code.
The preceding is qualified in its entirety by reference to the employment
agreement and amendment 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
10.1 Employment Agreement dated August 10, 2007 between the Company and
William J. McHale
10.2 Amendment One to Employment Agreement between the Company and Lee
C. Fields
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 14, 2007 INFOCROSSING, INC.
Registrant
By: /s/ NICHOLAS J. LETIZIA
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Name: Nicholas J. Letizia
Title: SVP & General Counsel
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ---------- --------------------------------------------------------------------
10.1 Employment Agreement dated August 10, 2007 between the Company and
William J. McHale
10.2 Amendment One to Employment Agreement between the Company and Lee
C. Fields
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