-----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, N1MQ8Gin7P3zbk/TY6/ZJMjlxZTG79MhfI7jQCB57a1CEEA2P4Zwoef1DLzHgxIL Ak2LlTwtnXmeta1ZRTDvXQ== 0000950134-07-019716.txt : 20070907 0000950134-07-019716.hdr.sgml : 20070907 20070907125054 ACCESSION NUMBER: 0000950134-07-019716 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070907 DATE AS OF CHANGE: 20070907 GROUP MEMBERS: ROXY ACQUISITION CORP SUBJECT COMPANY: 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: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48721 FILM NUMBER: 071104999 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WIPRO LTD CENTRAL INDEX KEY: 0001123799 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 000000000 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: SURVEY #76P & #80P DODDAKANAHALLI VILLAG STREET 2: VARTHUR HOBLI SARJAPUR RD BANGALORE CITY: KARNATAKA STATE: K7 ZIP: 560035 BUSINESS PHONE: 91-80-2844-0011 MAIL ADDRESS: STREET 1: SURVEY #76P & #80P DODDAKANAHALLI VILLAG STREET 2: VARTHUR HOBLI SARJAPUR RD BANGALORE CITY: KARNATAKA STATE: K7 ZIP: 560035 SC TO-T/A 1 f32833t2sctovtza.htm AMENDMENT TO SCHEDULE TO-T sctovtza
 

 
 
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. 2)
 
INFOCROSSING, INC.
(Name of subject company (issuer))
 
WIPRO LIMITED
ROXY ACQUISITION CORP.
(Name of Filing Persons (Offerors))
     
Common Stock, par value $0.01 per share   45664X109
(Title of classes of securities)   (CUSIP number of common stock)
Madhu Khatri, Esq.
General Counsel
Wipro Limited
Doddakannelli, Sarjapur Road
Bangalore, Karnataka 560035, 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 Judge, Esq.
Christopher Rose, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
(650) 493-9300
 
CALCULATION OF FILING FEE
           
 
  Transaction Valuation (1)     Amount of Filing (2)  
 
$609,429,597
     $18,710  
 
 
(1)   Estimated for purposes of calculating the filing fee only. The transaction valuation was determined by multiplying the purchase price of $18.70 per share by the sum of (i) the 22,551,194 shares of common stock, par value $0.01 per share, of Infocrossing, Inc. (the “Shares”), issued and outstanding as of August 15, 2007, (ii) the 3,433,731 Shares that are issuable as of August 15, 2007 under outstanding Infocrossing stock options with an exercise price of less than $18.70 per Share, (iii) 931,134 Shares that are issuable as of August 15, 2007 under outstanding warrants to purchase Shares with an exercise price of less than $18.70 and (iv) 5,673,759 Shares that are issuable as of August 15, 2007 upon the conversion of the Infocrossing, Inc. 4.0% Convertible Senior Notes due June 15, 2024
 
(2)   The amount of the filing fee calculated in accordance with the Securities Exchange Act of 1934, as amended. Such fee equals $30.70 for each $1,000,000 of the transaction value.
þ   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:   $ 18,710     Filing Party:   Wipro Limited and Roxy
 
                  Acquisition Corp.
 
  Form of Registration No.:   Schedule TO   Date Filed:   August 17, 2007
o   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
Check the following box if the filing is a final amendment reporting the results of the tender offer: o
 
 

 

 

     This Amendment No. 2 to the Tender Offer Statement on Schedule TO (this “Amendment”), filed with the Securities and Exchange Commission (the “SEC”) on September 7, 2007, amends and supplements the Tender Offer Statement on Schedule TO filed with the SEC on August 17, 2007 (the “Initial Statement”), as amended, and relates to the offer by Roxy Acquisition Corp., a Delaware corporation (the “Offeror”) and indirect wholly-owned subsidiary of Wipro Limited, a corporation organized under the laws of India (the “Parent”), to purchase all outstanding shares of common stock, par value $0.01 per share (the “Shares”), of Infocrossing, Inc., a Delaware corporation (the “Company”), at a purchase price of $18.70 per Share (or any higher price per Share that is paid in the tender offer) net to the holder thereof in cash without interest thereon, less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated August 17, 2007 (which, together with any amendments and supplements thereto, collectively constitute the “Offer to Purchase”) and in the related Letter of Transmittal, (which, together with any amendments or supplements thereto, collectively constitute the “Offer”). Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Offer to Purchase.
     The information in the Offer to Purchase and the related Letter of Transmittal is incorporated in this Amendment by reference to all of the applicable items in the Initial Statement, except that such information is hereby amended and supplemented to the extent specifically provided herein.
Item 11. Additional Information.
     The subsection entitled “Antitrust Matters; Germany” in Section 16 of the Offer to Purchase entitled “Certain Regulatory and Legal Matters” is amended and supplemented as follows:
     “On September 5, 2007, the German Federal Cartel Office granted clearance of the Offer and the Merger.”

 

 

     After due inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
         
  ROXY ACQUISITION CORP.
 		  
  By:   /s/ Sridhar Ramasubbu    
  Name: Sridhar Ramasubbu   
  Title:  President and Treasurer    
 
  WIPRO LIMITED
 		  
  By:   /s/ Suresh C. Senapaty    
  Name:  Suresh C. Senapaty    
  Title:  Chief Financial Officer and Executive Vice
           President, Finance		    
 
Dated: September 6, 2007

 

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