8-K 1 k8_3q05e.txt 3RD QTR 05 EARNINGS AND SUPPLEMENTAL 06 GUIDANCE 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) November 9, 2005 ---------------- 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 -------------- N/A ------------------------------------------------------------- (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: | | 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)) SAFE HARBOR FOR FORWARD-LOOKING AND CAUTIONARY STATEMENTS This report may contain 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 Infocrossing, Inc.'s products and services in the marketplace; competitive factors; closing contracts with new customers and renewing contracts with existing customers on favorable terms; expanding services to existing customers; new products; technological changes; Infocrossing, Inc.'s dependence upon third-party suppliers; intellectual property rights; difficulties with the identification, completion, and integration of acquisitions, including the integration of Infocrossing Healthcare Services, Inc., and f/k/a Verizon Information Technologies Inc., and the completion of the acquisition and integration of (i)Structure, LLC; and other risks. For any of these factors, Infocrossing, Inc. claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, as amended. ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION On November 9, 2005, Infocrossing, Inc., (the "Company") announced its results of operations and financial condition for the three and nine-month periods ended September 30, 2005 by means of the press release attached hereto as exhibit 99. ITEM 7.01 REGULATION FD DISCLOSURE In the press release noted above, the Company also supplemented previously announced guidance for 2006 by indicating that free cash flow is expected to be between $25 and $29 million. Free cash flow for the three and nine months ended September 30, 2005 was also disclosed. Free cash flow is defined as cash flow from operations less disbursements for capital expenditures. A reconciliation of cash flows from operations to free cash flow is included in the press release. ITEM 9.01(c) EXHIBITS. 99 Press release of the Company dated November 9, 2005. 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: November 9, 2005 By: /s/ WILLIAM J. McHALE ---------------------------------- William J. McHale Chief Financial Officer