EX-99 2 x991dbt3.txt PRESS RELEASE DATED JULY 6, 2004 EXHIBIT 99.1 Contacts: Chief Executive Officer SVP Finance Media Relations Zach Lonstein William McHale Michael Wilczak Infocrossing, Inc. Infocrossing, Inc. Infocrossing, Inc. 201-840-4710 201-840-4732 201-840-4941 zlonstein@infocrossing.com wmchale@infocrossing.com mwilczak@infocrossing.com PURCHASE OF AN ADDITIONAL $12 MILLION OF INFOCROSSING'S CONVERTIBLE SENIOR NOTES COMPLETED LEONIA, NJ, JULY 6, 2004 - INFOCROSSING, INC. (NASDAQ: IFOX), a provider of selective IT outsourcing and business processing solutions, announced today that it has completed the previously announced exercise, in full, of the initial purchaser's option to purchase an additional $12 million of the Company's 4.0% Convertible Senior Notes due 2024. The Company had reported last week that it had completed a previously announced private offering of $60 million in aggregate principal amount of Convertible Senior Notes due 2024. Net proceeds from the private offering were used to repay approximately $40 million of outstanding indebtedness, which bore interest at a rate of 9.0%, with the balance to be used to fund potential acquisitions and for general corporate purposes. Offers and sales of the notes were made only in the United States to qualified institutional buyers in transactions exempt from the registration requirements of the Securities Act of 1933, as amended. Neither the notes nor the shares of the Company's common stock into which they will be convertible have been registered under the Securities Act of 1933, as amended, or any state securities laws, and they may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, any securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful. ABOUT INFOCROSSING, INC. (http://www.infocrossing.com) Infocrossing, Inc. (IFOX) is a provider of selective IT outsourcing services, delivering the computing platforms and proprietary systems that enable companies to process data and share information within their business, and between their customers, suppliers and distribution channels. Leading companies leverage Infocrossing's robust computing infrastructure, skilled technical team, and process-driven operations to reduce costs and improve service delivery by outsourcing the operation of mainframes, mid-range, open system servers, networks and business processes to Infocrossing. 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: incomplete or preliminary information; changes in government regulations and policies; continued acceptance of the Company's products and services in the marketplace; competitive factors; technological changes; the Company's dependence upon third-party suppliers; intellectual property rights; difficulties with the integration of ITO Acquisition Corporation d/b/a Systems Management Specialists; 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. # # #