-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HfzmrG/lh1PrHobs1D9ZxF5lPMP22aPba2WphrdkbVN6sXmfbegFULT16auvN6Nh 39fzRIcuj0Z3qauk4wsjcA== 0001144204-09-051922.txt : 20091007 0001144204-09-051922.hdr.sgml : 20091007 20091007162253 ACCESSION NUMBER: 0001144204-09-051922 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091002 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20091007 DATE AS OF CHANGE: 20091007 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INFINITE GROUP INC CENTRAL INDEX KEY: 0000884650 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 521490422 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21816 FILM NUMBER: 091110307 BUSINESS ADDRESS: STREET 1: 2364 POST RD STREET 2: 923 INCLINE WAY 8 CITY: WARWICK STATE: RI ZIP: 02886 BUSINESS PHONE: 4017385777 MAIL ADDRESS: STREET 1: 2364 POST ROAD STREET 2: 923 INCLINE WAY 8 CITY: WARWICK STATE: RI ZIP: 02886 FORMER COMPANY: FORMER CONFORMED NAME: INFINITE MACHINE CORP DATE OF NAME CHANGE: 19971015 8-K 1 v162309_8k.htm Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
 
FORM 8-K
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of Earliest Event Reported): October 2, 2009
 
 
INFINITE GROUP, INC.
(Exact name of Registrant as specified in its charter)
 
Delaware
 
0-21816
 
52-1490422
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer
Identification No.)

60 Office Park Way
Pittsford, New York 14534
(Address of principal executive offices and Zip Code)
 
Registrant's telephone number, including area code: (585) 385-0610
 
               
(Former name or 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:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 
Section 5 – Corporate Governance and Management
 
Item 5.02:
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c) On October 2, 2009 (the “Effective Date”), the Board of Directors (the “Board”) of Infinite Group, Inc. (the “Company”) appointed Donald W. Upson to the Board, filling an existing vacancy on the Board.  There is no existing family relationship between Mr. Upson and any director or executive officer of the Company.
 
Since June 2009, Mr. Upson has been providing consulting services to the Company at the rate of $9,600 per month.  Prior to June 2009, for approximately one year, he has been advising the Company without charge.

BIOGRAPHICAL INFORMATION REGARDING THE INCOMING DIRECTOR
 
The principal occupation and a brief summary of Mr. Upson’s background:
 
Donald W. Upson, 54, currently is the principal partner at ICG Government, a government technology and management consulting practice.  Prior to joining ICG Government, from 1998 to 2002, Mr. Upson served as the State of Virginia’s first Secretary of Technology, combining the State’s chief information officer, economic development and research roles.  Mr. Upson, since January 2007, also serves on the board of director of Lattice Incorporated (OTCBB:LTTC), a provider of information and communications technology solutions to the government and commercial markets.  He is a graduate of California State University, Chico and was awarded an Honorary Doctorate in Humane Letters from Marymount University, and has also completed graduate work in public administration at George Washington University.


Item 9.01: Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
No.
Description
 
99.1
 
Press Release dated October 2, 2009.
 

* * * * * *

 
 

 
 
SIGNATURE
 
        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:  October 7, 2009
 
   INFINITE GROUP, INC.
 
 
 
 
 
 
 
 
 
 
 
 
By:
 
/s/ Michael S. Smith
 
 
 
 
Michael S. Smith
 
 
 
 
President and Chief Executive Officer


EX-99.1 2 v162309_ex99-1.htm Unassociated Document
Exhibit 99.1
 
Donald W. Upson Joins Infinite Group’s Board of Directors
 
Pittsford, NY, October 2, 2009 - Infinite Group, Inc. (IMCI.OB) today announced that Donald W. Upson has joined the company’s Board of Directors. Currently the principal partner at ICG Government, a management consulting firm, Mr. Upson has more than 32 years of experience in the planning and implementation of technology programs across a wide variety of government agencies and departments.
 
Upson will provide strategic guidance to Infinite Group, Inc. (IGI) management as the company continues to penetrate various markets in local, state and federal government.  Key areas of focus for IGI include IT infrastructure services, virtualization, project and program management, as well as business and technology integration. Additionally, IGI is developing proprietary offerings in the “Cloud Computing” space, with an emphasis on securing and managing data, as well as reducing overall IT costs.
 
 “We are thrilled to welcome Don Upson to Infinite Group’s Board of Directors,” commented Michael S. Smith, President and CEO of IGI.  “As we grow, and evolve into an organization that offers more services to governments at all levels, Don’s input and guidance will become a valuable strategic asset to our firm.”
 
Prior to joining ICG Government, Mr. Upson served as Virginia’s first Secretary of Technology, combining CIO, economic development and research roles.  Prior to that he was Vice President of Business Development for Litton PRC and served as Staff Director of the House Government Operations Committee, from 1986-1992.  He was also Chief of Staff for Congressman Frank Horton (1982-1986) and Director of Regulatory Affairs for Colt Industries.  He is a graduate of California State University, Chico and was awarded an Honorary Doctorate in Humane Letters from Marymount University, and has also completed graduate work in public administration at George Washington University.  He is a resident of Richmond, Virginia.
 
About Infinite Group, Inc.
Infinite Group, Inc. (IGI) is a world-class IT services and solutions provider serving a range of government and commercial organizations. Headquartered in Pittsford, New York with offices in the Washington, D.C. metropolitan area and Colorado Springs, Colorado, IGI is focused on the following interconnected practice areas: IT Infrastructure Services, Virtualization and Consolidation, Cloud Computing, Project and Program Management, and Business and Technology Integration. IGI is dedicated to the alignment of business and technology initiatives, and the delivery of superior results. Infinite Group is publicly traded under the symbol IMCI.OB, and more information about the company is available at www.IGIus.com.
 
# # #
 
This news release may include statements that may constitute “forward-looking statements,” including estimates of future business prospects or financial results, as to which there is no assurance.  Any forward-looking statements herein are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  There are many factors that could cause actual results of Infinite Group, Inc. (IGI) to differ materially from forward-looking statements.  Please refer to a discussion of these factors in the Company’s Annual Reports on Form 10-KSB, Quarterly Reports on Forms 10-QSB and other Securities and Exchange Commission filings, which are incorporated herein by reference.  IGI disclaims any intent or obligation to update publicly such forward-looking statements, whether as a result of new information, future events or otherwise.
 
Contact:
 
IGI Media and Investor Relations Contact
William Freed
707-658-2843
william@motv-marketing.com
 
or
 
Infinite Group, Inc.
Michael S. Smith
President and Chief Executive Officer
585-385-0610
Msmith@IGIus.com

 
 

 

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