8-K

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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
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                                    FORM 8-K

                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
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         Date of Report (Date of earliest event reported) August 6, 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: completion of the tender offer and merger;
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.


ITEM 8.01    OTHER EVENTS

The Company and Wipro Technologies, the global IT services business of Wipro
Limited (NYSE:WIT), today announced, by means of the press release attached as
Exhibit 99 hereto, that they have signed a definitive agreement for Wipro to
acquire the Company for $18.70 per share in an all cash transaction. The
acquisition will be conducted by means of a tender offer for all of the
Company's outstanding shares, followed by a merger of the Company with a Wipro
subsidiary. The tender offer is subject to a number of customary closing
conditions, including regulatory approvals, and is expected to close by the
fourth quarter of 2007.

The tender offer described in the accompanying press release has not yet
commenced, and the press release is neither an offer to purchase nor a
solicitation of an offer to sell Infocrossing, Inc.'s ("Infocrossing") common
stock. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ BOTH THE TENDER OFFER
STATEMENT AND THE SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE TENDER
OFFER DESCRIBED IN THE PRESS RELEASE WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION. The tender offer statement will be filed by
Wipro Limited ("Wipro") with the Securities and Exchange Commission ("SEC"), and
the solicitation/recommendation statement will be filed by the Company with the
SEC. Investors and security holders may obtain a free copy of these statements
(when available) and other documents filed by Infocrossing or Wipro with the SEC
at the website maintained by the SEC at www.sec.gov. The tender offer statement
and related materials, solicitation/recommendation statement, and such other
documents may be obtained for free by directing such requests to Infocrossing,
Inc., Investor Relations, 2 Christie Heights Street, Leonia, New Jersey 07605,
(201) 840-4700.

The preceding is qualified in its entirety by reference to the press release
which is filed herewith.


ITEM 9.01(d) EXHIBITS

The following materials are attached as exhibits to this Current Report on Form
8-K:

EXHIBIT
NUMBER         DESCRIPTION

   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: August 6, 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

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EX-99

FOR RELEASE AT 9:15 AM ET


CONTACTS:

CHAIRMAN AND CHIEF EXECUTIVE OFFICER          CHIEF FINANCIAL OFFICER
Zach Lonstein                                 William McHale
Infocrossing, Inc.                            Infocrossing, Inc.
(201) 840-4726                                (201) 840-4732
zach.lonstein@infocrossing.com                william.mchale@infocrossing.com

INVESTOR RELATIONS                            MEDIA RELATIONS
Michael Wilczak                               Polly Wade
Infocrossing, Inc.                            Infocrossing, Inc.
(201) 840-4941                                (678) 728-1654
michael.wilczak@infocrossing.com              polly.wade@infocrossing.com


                   WIPRO TECHNOLOGIES TO ACQUIRE INFOCROSSING

   ACQUISITION OF DATA CENTER LEADER EXPECTED TO POSITION WIPRO AS THE LEADER
              IN GLOBAL REMOTE INFRASTRUCTURE MANAGEMENT BUSINESS


BANGALORE, INDIA AND LEONIA, NEW JERSEY, USA -- AUGUST 6, 2007 -- Wipro
Technologies, the global IT services business of Wipro Limited (NYSE:WIT), and
Infocrossing, Inc. (NASDAQ: IFOX), a US-based provider of IT infrastructure
management, enterprise application and business process outsourcing services,
today announced that the companies have signed a definitive agreement for Wipro
to acquire Infocrossing for $18.70 per share in an all cash deal that will
create one of the world leaders in end-to-end IT infrastructure management
solutions. The acquisition will be conducted by means of a tender offer for all
of the outstanding shares of Infocrossing, followed by a merger of Infocrossing
with a Wipro subsidiary. The tender offer is subject to a number of customary
closing conditions, including regulatory approvals, and is expected to close by
the fourth quarter of 2007.

"Wipro Technologies has identified global infrastructure services as an
important driver of growth for the company and is pleased to add Infocrossing,
which provides integrated managed infrastructure services to premier global
clients," said Suresh Vaswani, President, Global IT Service-lines, of Wipro.
"Total Outsourcing Services, which include our IT infrastructure services, grew
75% in the past year proving global clients are increasingly realizing the value
of these services. This acquisition of an acknowledged industry leader broadens
the data center and mainframe capabilities of Wipro Technologies to uniquely
position us in the remote infrastructure management space. Through Infocrossing
we are deepening our presence in the United States with the addition of five
data center locations and approximately nine hundred employees." Sudip Banerjee,
President Enterprise Solutions of Wipro Technologies added, "With its unique
Platform based solutions, Infocrossing also brings in significant expertise in
Health plan & Payer Management segments. With its proven track record of
processing over 175 million claims annually and providing contracted services to
over 90 managed care organizations, Infocrossing will considerably enhance
Wipro's ADM & BPO offerings to our Healthcare customers."

The global IT infrastructure market has been projected to be $150 billion and
the global market opportunity for remote infrastructure management services has
been predicted to reach $70 billion, according to industry association NASSCOM.
Infocrossing's expertise in hosted and managed IT infrastructure services will
enhance Wipro's current service offerings. The Company operates five
state-of-the art data centers in the United States and provides a full portfolio
of infrastructure management solutions, including server management, mainframe
outsourcing, network management and security services. For the twelve months
ended March 31, 2007, Infocrossing had revenues of $232.4 million and net income
of $9.3 million.

"Infocrossing is pleased to be joining such a strong global organization such as
Wipro Technologies," said Zach Lonstein, Chairman and Chief Executive Officer of
Infocrossing. "We selected Wipro after conducting a full process and believe
that by coupling our strong services and U.S.-based operations with the global
delivery model of Wipro Technologies, we will be able to drive additional value
for the shareholders and clients of both our companies."

Wipro was advised on the transaction by Citigroup and represented by the law
firm of Wilson Sonsini Goodrich and Rosati, and Infocrossing was advised by
Credit Suisse Securities (USA) LLC and represented by the law firm of Gibson,
Dunn & Crutcher LLP.

Wipro and Infocrossing will hold a conference call with investors on Monday,
August 6, 2007 at 2:30 p.m. ET to discuss the announcement. The call-in number
for the live audio call beginning at 2:20 p.m. ET is 1-973-633-1010. A live web
cast of the conference call will also be available on Infocrossing's website at
http://www.infocrossing.com. The webcast may also be accessed at ViaVid's
website at www.viavid.net. To access the webcast, you will need to have the
Windows Media Player on your desktop. This event is optimized for Microsoft's
Windows media player version 9. To download go to
http://www.microsoft.com/windows/windowsmedia/download. Wipro and Infocrossing
will also hold a conference call on Tuesday August 7, 2007 at 7.00 am Indian
Standard Time (9.30 pm US Eastern Time on Monday, August 6, 2007) to discuss the
acquisition and answer questions sent to email ID: rajesh.ramaiah@wipro.com. An
audio broadcasting of the management discussions and the question and answer
session will be available online and will be accessible in the Investor
Relations section of the company website at www.wipro.com. The dial-in details
of the call are +91 22 2781 3019 / +91 22 6776 3709. Replay numbers are +91 22
6776 3709 (Replay available till September 6, 2007).


ADDITIONAL INFORMATION

The tender offer described in this press release has not yet commenced, and this
press release is neither an offer to purchase nor a solicitation of an offer to
sell Infocrossing, Inc.'s ("Infocrossing") common stock. INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ BOTH THE TENDER OFFER STATEMENT AND THE
SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE TENDER OFFER DESCRIBED IN
THIS PRESS RELEASE WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. The tender offer statement will be filed by Wipro Limited
("Wipro") with the Securities and Exchange Commission ("SEC"), and the
solicitation/recommendation statement will be filed by Infocrossing with the
SEC. Investors and security holders may obtain a free copy of these statements
(when available) and other documents filed by Infocrossing or Wipro with the SEC
at the website maintained by the SEC at www.sec.gov. The tender offer statement
and related materials, solicitation/recommendation statement, and such other
documents may be obtained for free by directing such requests to Infocrossing,
Inc., Investor Relations, 2 Christie Heights Street, Leonia, New Jersey 07605,
(201) 840-4700.


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: completion of the tender offer and merger;
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.


ABOUT WIPRO

Wipro provides comprehensive IT solutions and services, including systems
integration, information systems outsourcing, package implementation, software
application development and maintenance, and research and development services
to corporations globally. Wipro Limited is the first PCMM Level 5 and SEI CMM
Level 5 certified IT Services company globally. Wipro's Global IT Services
business was recently assessed at Level 5 for CMMI V 1.2 across Offshore and
Onsite development centers. In the Indian market, Wipro is a leader in providing
IT solutions and services for the corporate segment in India offering system
integration, network integration, software solutions and IT services. Wipro also
has a profitable presence in niche market segments of infrastructure
engineering, and consumer products & lighting. In the Asia Pacific and Middle
East markets, Wipro provides IT solutions and services for global corporations.
Wipro's ADSs are listed on the New York Stock Exchange, and our equity shares
are listed in India on the Stock Exchange - Mumbai, and the National Stock
Exchange. For more information, please visit our websites at www.wipro.com,
www.wiprocorporate.com and www.wipro.in


ABOUT INFOCROSSING

 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 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.



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