SC TO-C

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. ___)

INFOCROSSING, INC.

(Name of subject company (Issuer))

WIPRO LIMITED
ROXY ACQUISITION CORP.

(Names of Filing Persons (Offerors))

American Depositary Shares	97651M109
(Title of classes of securities)	(CUSIP number of common stock)

Doddakannelli
Sarjapur Road
Bangalore — 560035, Karnataka, India
+91-80-2844-0011

(Name, address, and telephone number of person authorized to receive notices and communications on behalf of filing persons)

Copies to:
Raj. S. Judge, Esq.
Martin Korman, Esq.
Christopher A. Rose, Esq.
Wilson Sonsini Goodrich & Rosati
650 Page Mill Road
Palo Alto, California 94304
(650) 493-9300

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee*
Not applicable*	Not applicable*

* A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer.

o Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

Amount Previously Paid:	N/A	Filing Party:	N/A
Form of Registration No.:	N/A	Date Filed:	N/A

þ	Check the box if the filing relates solely to preliminary communications made before the commencement of the tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
	þ third party tender offer subject to Rule 14d-1
	o issuer tender offer subject to Rule 13e-4
	o going private transaction subject to Rule 13e-3
	o amendment to Schedule 13D under Rule 13d-2

Disclosure of Entry Into Definitive Agreement

     On August 6, 2007, Wipro Limited (“Wipro”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Wipro, Roxy Acquisition Corp. (“Merger Sub”), an indirect wholly-owned subsidiary of Wipro, and Infocrossing, Inc. (“Infocrossing”) pursuant to which Wipro shall acquire Infocrossing, a provider of IT infrastructure management, for $18.70 per share in an all cash deal.

     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 Merger Sub that will result in Merger Sub becoming an indirect wholly owned subsidiary of Wipro. Wipro expects to commence the tender offer promptly.

     Wipro’s acceptance of the shares tendered in connection with the tender offer is subject to customary conditions, including, among others, the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and the receipt of any other material antitrust or merger control approvals. In addition, Wipro’s acceptance of the tendered shares is subject to Wipro’s ownership, following such acceptance, of at least a majority of all then-outstanding shares of Infocrossing common stock.

     The closing of the merger is subject to customary closing conditions, and, depending on the number of shares held by Wipro after its acceptance of the shares properly tendered in connection with the offer, approval of the merger by the holders of Infocrossing’s outstanding shares after the completion of the tender offer also may be required.

     On August 6, 2007, Wipro issued a press release announcing that it had agreed to acquire Infocrossing. The text of the press release is furnished as Exhibit 99.1 attached hereto. Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act and shall not be deemed incorporated by reference into any filing under the Securities Act.

Exhibits

99.1 Text of Wipro’s press release, dated August 6, 2007, entitled “ Wipro to acquire Infocrossing” (furnished herewith).

     The tender offer for the common stock of Infocrossing, Inc. (“Infocrossing”) has not yet commenced. This filing is neither an offer to purchase nor a solicitation of an offer to sell Infocrossing’s common stock. The solicitation and the offer to buy shares of Infocrossing common stock will be made only pursuant to an offer to purchase and related materials that Wipro Limited (“Wipro”) intends to file with the SEC on Schedule TO. Infocrossing also intends to file a solicitation/recommendation statement on Schedule 14D-9 with respect to the offer. Infocrossing stockholders and other investors should read these materials carefully because they contain important information, including the terms and conditions of the offer. Infocrossing stockholders and other investors will be able to obtain copies of these materials without charge from the SEC through the SEC’s website at www.sec.gov, from Wipro (with respect to documents filed by Wipro with the SEC), at www.wipro.com, or from Infocrossing (with respect to documents filed by Infocrossing with the SEC). Stockholders and other investors are urged to read carefully those materials prior to making any decisions with respect to the offer.

Forward Looking Statements

     This filing and the exhibit hereto contains forward-looking statements that involve risks, uncertainties and assumptions. If such risks or uncertainties materialize or such assumptions prove incorrect, actual results could differ materially from those expressed or implied by such forward-looking statements and assumptions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including the anticipated timing of filings and approvals relating to the acquisition, the expected timing of the completion of the transaction, and the ability to complete the transaction considering the various closing conditions, including those conditions related to antitrust regulations. Risks, uncertainties and assumptions include risks related to the timing or ultimate completion of the transaction. Wipro assumes no obligation and does not intend to update these forward-looking statements.

INDEX TO EXHIBITS

Exhibits

99.1 Text of Wipro’s press release, dated August 6, 2007, entitled “Wipro to acquire Infocrossing” (furnished herewith).

EX-99.1

Exhibit 99.1

WIPRO 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.

Key Contact:

Media: Sanjeeth Boloor +91 9845294767

Investor Relations: Jatin Dalal: +91 80 25056143 (India), Sridhar R: 1 408-242-6285 (US)

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.

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.