SC 13G 1 s11-5583_13g.txt SCHRDULE 13G SEC 1745 POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF (02-02) INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER. UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0145 WASHINGTON, D.C. 20549 Expires: December 31, 2005 SCHEDULE 13G Estimated average (RULE 13D-102) burden hours per response. . 11 INFORMATION STATEMENT PURSUANT TO RULES 13D-1 AND 13D-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* INFOCROSSING, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 45664X109 (CUSIP Number) AUGUST 5, 2005 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ X ] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP NO. 4566X109 1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Potomac Capital Management LLC 13-3984298 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Limited Liability Company formed under the laws of the State of New York NUMBER OF 5. SOLE VOTING POWER SHARES 0 BENEFICIALLY OWNED BY 6. SHARED VOTING POWER EACH 1,082,350 shares REPORTING PERSON WITH 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,082,350 shares 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,082,350 shares, consisting of 1,007,350 shares of Common Stock and warrants to purchase 75,000 shares of Common Stock. 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 5.3% as of the date of this filing (based on 20,250,383 shares of Common Stock issued and outstanding as of June 10, 2005) 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) HC; OO (Limited Liability Corporation) 2 1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Potomac Capital Management Inc. 13-3984786 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Corporation formed under the laws of the State of New York NUMBER OF 5. SOLE VOTING POWER SHARES 0 BENEFICIALLY OWNED BY 6. SHARED VOTING POWER EACH 1,082,350 shares REPORTING PERSON WITH 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,082,350 shares 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,082,350 shares, consisting of 1,007,350 shares of Common Stock and warrants to purchase 75,000 shares of Common Stock. 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 5.3% as of the date of this filing (based on 20,250,383 shares of Common Stock issued and outstanding as of June 10, 2005) 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) HC; CO 3 1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Paul J. Solit 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen NUMBER OF 5. SOLE VOTING POWER SHARES 0 BENEFICIALLY OWNED BY 6. SHARED VOTING POWER EACH 1,082,350 shares REPORTING PERSON WITH 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,082,350 shares 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,082,350 shares, consisting of 1,007,350 shares of Common Stock and warrants to purchase 75,000 shares of Common Stock. 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 5.3% as of the date of this filing (based on 20,250,383 shares of Common Stock issued and outstanding as of June 10, 2005) 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN; HC 4 ITEM 1. (a) NAME OF ISSUER Infocrossing, Inc. (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES 2 Christie Heights Street Leonia, NJ 07605 ITEM 2. (a) NAME OF PERSON FILING Potomac Capital Managemet LLC (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE 153 E. 53rd Street, 26th Floor New York, New York 10022 (c) CITIZENSHIP Limited Liability Company formed under the laws of the State of New York. (a) NAME OF PERSON FILING Potomac Capital Managemet Inc. (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE 153 E. 53rd Street, 26th Floor New York, New York 10022 (c) CITIZENSHIP Corporation formed under the laws of the State of New York. (a) NAME OF PERSON FILING Paul J. Solit (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE c/o Potomac Capital Management LLC 153 E. 53rd Street, 26th Floor New York, New York 10022 (c) CITIZENSHIP U.S. Citizen (d) TITLE OF CLASS OF SECURITIES Common Stock, $0.01 par value (e) CUSIP NUMBER 45664X109 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.SS.240.13D-1(b) OR 240.13D-2(b) OR (C), CHECK WHETHER THE PERSON FILING IS A: Not Applicable (a) [ ] BROKER OR DEALER REGISTERED UNDER SECTION 15 OF THE EXCHANGE ACT; (b) [ ] BANK AS DEFINED IN SECTION 3(a)(6) OF THE EXCHANGE ACT; (C) [ ] INSURANCE COMPANY AS DEFINED IN SECTION 3(a)(19) OF THE EXCHANGE ACT; (D) [ ] INVESTMENT COMPANY REGISTERED UNDER SECTION 8 OF THE INVESTMENT COMPANY ACT; 5 (e) [ ] AN INVESTMENT ADVISER IN ACCORDANCE WITH RULE 13D-1(b)(1)(II)(E); (f) [ ] AN EMPLOYEE BENEFIT PLAN OR ENDOWMENT FUND IN ACCORDANCE WITH RULE 13D-1(b)(1)(II)(F); (g) [ ] A PARENT HOLDING COMPANY OR CONTROL PERSON IN ACCORDANCE WITH RULE 13D-1(b)(1)(II)(G); (h) [ ] A SAVINGS ASSOCIATION AS DEFINED IN SECTION 3(b) OF THE FEDERAL DEPOSIT INSURANCE ACT; (i) [ ] A CHURCH PLAN THAT IS EXCLUDED FROM THE DEFINITION OF AN INVESTMENT COMPANY UNDER SECTION 3(C)(14) OF THE INVESTMENT COMPANY ACT; (j) [ ] GROUP, IN ACCORDANCE WITH RULE 13D-1(b)(1)(II)(J). ITEM 4. OWNERSHIP PROVIDE THE FOLLOWING INFORMATION REGARDING THE AGGREGATE NUMBER AND PERCENTAGE OF THE CLASS OF SECURITIES OF THE ISSUER IDENTIFIED IN ITEM 1. POTOMAC CAPTIAL MANAGEMENT LLC POTOMAC CAPITAL MANAGEMENT INC. PAUL J. SOLIT (a) AMOUNT BENEFICIALLY OWNED: 1,082,350 shares, consisting of 1,007,350 shares of Common Stock and warrants to purchase 75,000 shares of Common Stock. (b) PERCENT OF CLASS: Approximately 5.3% as of the date of this filing (based on 20,250,383 shares of Common Stock issued and outstanding as of June 10, 2005) (c) NUMBER OF SHARES AS TO WHICH THE PERSON HAS: (i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE 0 (ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE 1,082,350 shares. (iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF 0 (iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF 1,082,350 shares. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS If this Statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ] ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON Not Applicable. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON See Exhibit A attached hereto. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP Not Applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP Not Applicable. ITEM 10. CERTIFICATION By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. 6 SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated this 8th day of August, 2005 POTOMAC CAPITAL MANAGEMENT LLC By: /s/ Paul J. Solit ---------------------------------- Paul J. Solit, Managing Member POTOMAC CAPITAL MANAGEMENT INC. By: /s/ Paul J. Solit ---------------------------------- Paul J. Solit, President PAUL J. SOLIT By: /s/ Paul J. Solit ---------------------------------- Paul J. Solit EXHIBIT INDEX The following exhibits are filed with this report on Schedule 13G: Exhibit A Identification of entities which acquired the shares which are the subject of this report on Schedule 13G Exhibit B Joint Filing Agreement dated August 8, 2005 among Potomac Capital Management LLC, Potomac Capital Management, Inc. and Paul J. Solit