10-K/A 1 k10a_03.txt AMENDMENT 1 TO 123103 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A AMENDMENT 1 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended: DECEMBER 31, 2003 Commission file number: 0-20824 INFOCROSSING, INC. ------------------------------------------------------------- (Exact name of registrant as specified in its Charter) DELAWARE 13-3252333 ----------------------------- ---------------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 2 CHRISTIE HEIGHTS STREET LEONIA, NJ 07605 ----------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (201) 840-4700 Securities registered pursuant to Section 12(b) of the Exchange Act: NONE Securities registered pursuant to Section 12(g) of the Exchange Act: COMMON STOCK, $0.01 PAR VALUE PER SHARE ------------------------------------------------------- (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended, during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days: [X] Yes [ ] No. Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in a definitive proxy or information statement incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K [ ]. Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act): [ ] Yes [X] No. On June 30, 2003, the last day of the registrant's most recently completed second quarter, the aggregate market value of the outstanding shares of voting stock held by non-affiliates of the registrant was approximately $27,568,000. On March 24, 2004, there were 15,266,874 shares of the registrant's Common Stock, $0.01 par value, outstanding. Part III, Items 10-14 of this document are incorporated by reference from a Definitive Proxy Statement to be filed by the Company on or before April 29, 2004. This amendment is filed to add exhibits 10.5A and 10.5B inadvertently excluded in the original document. PART IV ITEM 16. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) 1. The financial statements and schedule required to be filed in satisfaction of Item 8 are listed in the Index to Consolidated Financial Statements and Schedule that appears as page F-1 of this report. Schedules not required have been omitted 2. The exhibits required to be filed as a part of this Annual Report are listed below. EXHIBIT NO. DESCRIPTION 3.1A Restated Certificate of Incorporation, incorporated by reference to Exhibit 3.1 to Infocrossing's Form 10-KSB for the period ended October 31, 1999. 3.1B Certificate of Amendment to Infocrossing's Restated Certificate of Incorporation, filed May 8, 2000 to increase the number of authorized shares and to remove Article 11, incorporated by reference to Exhibit 3.1B to Infocrossing's Form 10-Q for the period ended April 30, 2000. 3.1C Certificate of Amendment to the Company's Certificate of Incorporation, filed as of June 5, 2000, to change the name of the Company to Infocrossing, Inc., incorporated by reference to Exhibit 3.1C to Infocrossing's Form 10-Q for the period ended April 30, 2000. 3.2 Amended and Restated By-Laws, incorporated by reference to Exhibit 3.2 to Infocrossing's Form 10-KSB for the period ended October 31, 1999. 4.1A Amended and Restated 1992 Stock Option and Stock Appreciation Rights Plan, incorporated by reference to Appendix A to the Definitive Proxy for Infocrossing's Annual Meeting held on May 8, 2000, as subsequently amended as referenced in the Definitive Proxy for Infocrossing's Annual Meeting held June 22, 2001. 4.1B 2002 Stock Option and Stock Appreciation Rights Plan, incorporated by reference to Appendix B to the Definitive Proxy for Infocrossing's Annual Meeting held on June 25, 2002. 4.2 Securities Purchase Agreement dated as of February 1, 2002 by and between Infocrossing, Inc. and the Purchasers named therein, incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed February 5, 2002. 4.3 Warrant Agreement dated as of February 1, 2002 by and between Infocrossing, Inc. as Issuer and the Purchasers named therein, incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed February 5, 2002. 4.4 Securities Purchase Agreement dated as of October 16, 2003 by and among the Company and certain purchasers of common stock and warrants, incorporated by reference to Exhibit 4.1 to a Current Report on Form 8-K filed October 22, 2003. EXHIBIT NO. DESCRIPTION 4.5 Registration Rights Agreement dated as of October 16, 2003 by and among the Company and certain purchasers of common stock and warrants, incorporated by reference to Exhibit 4.2 to a Current Report on Form 8-K filed October 22, 2003. 4.6 Exchange Agreement dated as of October 16, 2003 by and among the Company and holders of the Series A Preferred Stock and Series A warrants, incorporated by reference to Exhibit 4.3 to a Current Report on Form 8-K filed October 22, 2003. 4.7 Second Amended and Restated Registration Rights Agreement dated as of October 21, 2003 by and among the Company and certain stockholders of the Company, incorporated by reference to Exhibit 4.4 to a Current Report on Form 8-K filed October 22, 2003. 10.1 Employment Agreement, dated as of November 1, 1999, between Infocrossing and Zach Lonstein, incorporated by reference to Exhibit 10.4 to the Company's Form 10-Q for the period ended July 31, 2000. 10.2 Employment Agreement, dated as of November 1, 1999, between Infocrossing and Robert Wallach, incorporated by reference to Exhibit 10.5 to the Company's Form 10-Q for the period ended July 31, 2000. 10.3 Term Loan Agreement dated as of October 21, 2003 by and among the Company, Infocrossing Agent, Inc., and the lenders named therein, incorporated by reference to Exhibit 10.1 to a Current Report on Form 8-K filed October 22, 2003. 10.4 Guarantee and Security Agreement dated as of October 21, 2003 by and among the Company, Infocrossing Agent, Inc., and the Company's subsidiaries, incorporated by reference to Exhibit 10.2 to a Current Report on Form 8-K filed October 22, 2003. 10.5A Master Services Agreement dated as of May 24, 2001 among the Company; Alicomp, a division of Alicare, Inc.; and ADT Security Services, Inc. incorporated by reference to Exhibit 10.1A to Amendment No. 3 to the Company's Registration Statement on Form S-3/A filed February 2, 2004. 10.5B Amendment to Master Services Agreement, dated as of January 11, 2002, among the Company; Alicomp, a division of Alicare, Inc.; and ADT Security Services, Inc. incorporated by reference to Exhibit 10.1B to Amendment No. 3 to the Company's Registration Statement on Form S-3/A filed February 2, 2004. 21 List of Subsidiaries of Infocrossing * 23 Consent of Ernst & Young LLP 31 Certifications required by Rule 13a-14(a) to be filed. 32 Certifications required by Rule 13a-14(b) to be furnished but not filed. * Previously filed. (b) Reports on Form 8-K Pursuant to Item 5 of Form 8-K, on October 17, 2003 we announced the pricing of a private placement of common stock and warrants to purchase common stock and also announced an agreement for the recapitalization of its series A preferred stock and series A warrants. Pursuant to Item 5 of Form 8-K, on October 22, 2003 we reported the completion of the previously announced private placement of common stock and warrants to purchase common stock on October 21, 2003, and also reported the completion of the previously announced recapitalization of its series A preferred stock and series A warrants on October 21, 2003 and related matters. On November 13, 2003, we reported our results for the third quarter ended September 30, 2003 pursuant to Item 12 of Form 8-K. SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. INFOCROSSING, INC. April 9, 2004 /s/ WILLIAM J. McHALE -------------------------------------- William J. McHale Sr. VP - Finance