8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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) September 1, 2004
                                                        -----------------

                               INFOCROSSING, INC.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)


                  DELAWARE                0-20824          13-3252333
      -------------------------------   -----------   ------------------
      (State or other Jurisdiction of   Commission      (IRS Employer
       Incorporation or Organization)   File Number   Identification No.)



             2 Christie Heights Street Leonia, New Jersey     07605
             ------------------------------------------------------
             (Address of Principal Executive Offices)    (Zip Code)

       Registrant's telephone number, including area code: (201) 840-4700
                                                           --------------

     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:

     | | 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))





ITEM 1.01         ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

     On September 1, 2004, Infocrossing, Inc. (the "Company") entered into a
Purchase and Sale Agreement (the "Purchase Agreement") with Verizon Data
Services Inc. ("Seller"), pursuant to which the Company will acquire from Seller
for $43.5 million in cash a segment of the healthcare business of Verizon
Information Technologies Inc., which is a wholly owned subsidiary of Seller and
which provides managed care, Medicare and Medicaid processing services. The
transaction contemplated by the Purchase Agreement is expected to be completed
within 30 days. The Company plans to pay the purchase price principally with
cash on hand and the balance with funds borrowed under an existing line of
credit. Prior to the execution of the Purchase Agreement, no material
relationship existed between the Company or its affiliates and Seller. The press
release announcing the execution of the Purchase Agreement is filed as Exhibit
99.1 to this report and is incorporated herein by reference.


ITEM 9.01         FINANCIAL STATEMENTS AND EXHIBITS.

     (c)          Exhibits

                  99.1  Press Release of the Company, dated September 1, 2004.





                                   SIGNATURES

     Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                           INFOCROSSING, INC.


Date:  September 1, 2004                   By: /s/ ZACH LONSTEIN
                                              ----------------------------------
                                              Zach Lonstein
                                              Chairman of the Board of Directors
                                              and Chief Executive Officer

EX-99

                                                                    EXHIBIT 99.1

INFOCROSSING LOGO

President & COO               SVP Finance
Patrick A. Dolan              William McHale
Infocrossing, Inc.            Infocrossing, Inc.
714-986-8429                  201-840-4732
pdolan@infocrossing.com       wmchale@infocrossing.com

Media Relations               Investor Relations
Laura Turtzer                 Matthew Hayden
Infocrossing, Inc.            Hayden Communications, Inc.
714-986-8397                  (760) 487-1137
lturtzer@infocrossing.com


   INFOCROSSING TO ACQUIRE SEGMENT OF VERIZON INFORMATION TECHNOLOGIES INC.'S
                              HEALTHCARE BUSINESS

             EXPANDS COMPANY'S POSITION IN THE BPO-HEALTHCARE SECTOR


LEONIA, NJ, SEPTEMBER 1, 2004 - INFOCROSSING, INC. (NASDAQ: IFOX), a provider of
selective IT outsourcing and business processing solutions, announced today that
it has entered into a definitive agreement to acquire a segment of the
healthcare processing business of Verizon Information Technologies Inc. (VITI)
that provides managed care, Medicare, and Medicaid processing services. VITI is
a subsidiary of Verizon Communications Inc. (NYSE: VZ). The transaction is
expected to close within thirty days. The Company plans to pay the purchase
price of $43.5 million in cash principally with cash on hand and the balance
with funds borrowed under an existing line of credit.

"This transaction aligns well with Infocrossing's growth strategy and further
increases our reach in the healthcare market," stated Patrick Dolan, President
and Chief Operating Officer of the Company. "This step will expand the Company's
position in the BPO-Healthcare sector. Furthermore, the acquisition underscores
the Company's commitment to growth by complementing Infocrossing's existing
healthcare customer base and leveraging our national infrastructure to provide
robust, highly reliable, secure and cost effective IT capabilities," concluded
Mr. Dolan.

"The acquisition and integration of VITI will follow the same approach as we had
used in the acquisition and integration of AmQUEST, Inc. and ITO Acquisition
Corporation, doing business as Systems Management Specialists," commented Zach
Lonstein, Infocrossing's Chairman and Chief Executive Officer. "Consistent with
these prior transactions, we expect the acquisition of this portion of VITI to
be accretive on an earnings per share basis over the twelve months after the
closing," concluded Mr. Lonstein.

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, regardless of industry, 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 VITI; 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.

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