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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 30, 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 8.01 OTHER EVENTS
On August 30, 2007, the Company announced by means of the attached press release
that, pursuant to Section 12.1(b)(ii) of the Indenture, dated as of June 30,
2004 (the "Indenture"), between Infocrossing, Inc. and Wells Fargo Bank National
Association, which governs Infocrossing's 4.00% Convertible Senior Notes due
2024 (the "Notes"), Note holders are advised that the Notes may be surrendered
for conversion at any time from and after September 3, 2007 until 15 days after
the actual date of a proposed merger (the "Merger") with Roxy Acquisition Corp.,
a wholly owned subsidiary of Wipro Limited (the "Make-Whole Conversion Period").
The Merger is contemplated to occur following a tender offer (the "Tender
Offer") commenced on August 17, 2007 by Roxy Acquisition Corp. to purchase all
of the outstanding shares of common stock of Infocrossing.
If a CHANGE OF CONTROL occurs in connection with the Tender Offer, Note holders
will be paid a MAKE-WHOLE PREMIUM if they surrender their Notes for repurchase
in connection with such CHANGE OF CONTROL pursuant to Section 11.1(b) of the
Indenture or convert their Notes within the MAKE-WHOLE CONVERSION PERIOD. Please
note that if a Note holder converts its Notes prior to consummation of the
Tender Offer and a CHANGE OF CONTROL does not actually occur in connection with
the Tender Offer, such Note holder will not receive a MAKE-WHOLE PREMIUM. The
Tender Offer and the Merger are subject to a number of conditions, as described
in the Schedule 14D-9 initially filed by the Company with the Securities and
Exchange Commission on August 17, 2007. This notice is made as required pursuant
to Section 12.1(f) of the Indenture.
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 30, 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
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99 Press release of the Company.
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