-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WeBxOZKp+JtliQWwMRUMdPUIRRPGqpSIDfzrCHus1BOlS1k+UyafdgcEJpiOdQHW RCLnF8MteFykAGi9yZzcPQ== 0000893816-07-000031.txt : 20070725 0000893816-07-000031.hdr.sgml : 20070725 20070725151640 ACCESSION NUMBER: 0000893816-07-000031 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070725 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070725 DATE AS OF CHANGE: 20070725 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INFOCROSSING INC CENTRAL INDEX KEY: 0000893816 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 133252333 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20824 FILM NUMBER: 07999273 BUSINESS ADDRESS: STREET 1: 2 CHRISTIE HEIGHTS STREET CITY: LEONIA STATE: NJ ZIP: 07605 BUSINESS PHONE: 2018404700 MAIL ADDRESS: STREET 1: 2 CHRISTIE HEIGHTS STREET CITY: LEONIA STATE: NJ ZIP: 07605 FORMER COMPANY: FORMER CONFORMED NAME: COMPUTER OUTSOURCING SERVICES INC DATE OF NAME CHANGE: 19930328 8-K 1 k8-convert07.txt ANNOUNCE CONVERTIBILITY OF NOTES ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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) July 25, 2007 INFOCROSSING, INC. (Exact name of registrant as specified in its charter) DELAWARE 0-20824 13-3252333 (State or other jurisdiction (Commission (IRS Employer Of incorporation) File Number) Identification No.) 2 CHRISTIE HEIGHTS STREET LEONIA, NEW JERSEY 07605 (Address of principal executive offices) (Zip Code) (201) 840-4700 (Registrant's telephone number, including area code.) N/A (Former name and 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 (see General Instruction A. 2. below): [ ] 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 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 products and services of Infocrossing, Inc. (the "Company") 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; the Company's dependence upon third-party suppliers; intellectual property rights; difficulties with the identification, completion, and integration of acquisitions; 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. ITEM 8.01 OTHER EVENTS On July 25, 2007, by means of the press release attached hereto, the Company announced that the CONVERSION AGENT has determined that the Company's 4% Convertible Senior Notes due 2024 have become convertible as a result of the occurrence of an event specified in Section 12.1(a)(i) of the Indenture dated June 30, 2004 between the Company and Wells Fargo Bank, National Association, as Trustee (the "Indenture"). During the quarter ended June 30, 2007, THE MARKET PRICE of the COMMON STOCK for at least 20 TRADING DAYS in the 30 consecutive TRADING DAY period ending on the last day of the preceding fiscal quarter was more than 130% of the APPLICABLE CONVERSION PRICE. This notice is made as required pursuant to Section 12.1(f) of the Indenture. CAPITALIZED terms in this filing and the press release are defined in the Indenture. ITEM 9.01(d) EXHIBITS The following materials are attached as exhibits to this Current Report on Form 8-K: EXHIBIT NUMBER DESCRIPTION 4 Indenture, dated as of June 30, 2004, between the Company as issuer and Wells Fargo Bank, National Association, as trustee; and form of 4.00% Convertible Senior Notes due 2024, incorporated by reference to Exhibit 4.2 to a Registration Statement No. 333-117340 on Form S-3 filed July 13, 2004. 99 Press Release of the Company SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: July 25, 2007 INFOCROSSING, INC. Registrant By: /s/ NICHOLAS J. LETIZIA --------------------------- Name: Nicholas J. Letizia Title: SVP, General Counsel & Secretary EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - ---------- -------------------------------------------------------------------- 99 Press Release of the Company ================================================================================ EX-99 2 x99-convert07.txt PRESS RELEASE INFOCROSSING, INC. FOR RELEASE AT 2:00 PM EDT Media Contacts: Investor Relations: Michael Wilczak William McHale Infocrossing, Inc. Infocrossing, Inc. 201-840-4941 201-840-4732 mwilczak@infocrossing.com wmchale@infocrossing.com INFOCROSSING'S NOTES ARE CONVERTIBLE LEONIA, NEW JERSEY, JULY 25, 2007 - INFOCROSSING, INC. (NASDAQ: IFOX), a provider of selective IT infrastructure, enterprise application and business process outsourcing services, announced today that the CONVERSION AGENT has determined Infocrossing, Inc.'s 4% Convertible Senior Notes due 2024 have become convertible as a result of the occurrence of an event specified in Section 12.1(a)(i) of the Indenture dated June 30, 2004 between Infocrossing, Inc. and Wells Fargo Bank, National Association, as Trustee (the "Indenture"). During the quarter ended June 30, 2007, THE MARKET PRICE of the COMMON STOCK for at least 20 TRADING DAYS in the 30 consecutive TRADING DAY period ending on the last day of the preceding fiscal quarter was more than 130% of the APPLICABLE CONVERSION PRICE. This notice is made as required pursuant to Section 12.1(f) of the Indenture. CAPITALIZED terms in this press release are defined in the Indenture. ABOUT INFOCROSSING (WWW.INFOCROSSING.COM) Infocrossing, Inc. (NASDAQ:IFOX) is a provider of selective IT infrastructure, enterprise application and business process 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 clients, 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 STATEMENT 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; closing contracts with new customers and renewing contracts with existing customers on favorable terms; expanding services to existing customers; new products; technological changes; the Company's dependence upon third-party suppliers; intellectual property rights; difficulties with the identification, completion, and integration of acquisitions; 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. # # # # # -----END PRIVACY-ENHANCED MESSAGE-----