SC TO-T/A

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. 3)

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: þ

TABLE OF CONTENTS

EXHIBIT 99.(A)(5)(V)

     This Amendment No. 3 to the Tender Offer Statement on Schedule TO (this “Amendment”), filed with the Securities and Exchange Commission (the “SEC”) on September 18, 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.

     Item 11 of the Statement is amended and supplemented by adding the following at the end thereof:

     “The Offer expired at 11:59 p.m., New York City time, on September 17, 2007. The Depositary has advised the Parent that, as of the expiration of the Offer, approximately 20,465,514 Shares had been validly tendered and not withdrawn in the Offer, and such tendered Shares (together with all Shares tendered pursuant to guaranteed delivery procedures) represent approximately 100% of the Company’s issued and outstanding Shares. All validly tendered Shares have been accepted for payment in accordance with the terms of the Offer.

     Assuming the receipt of a sufficient number of Shares tendered pursuant to guaranteed delivery procedures to ensure that the Offeror holds at least 90% of the outstanding Shares, the Offeror intends to complete the acquisition of the Company through a short-form merger as soon as practicable. If necessary, the Offeror intends to exercise the Top-Up Option to purchase newly issued Shares in order to ensure ownership of at least 90% of the outstanding Shares. In the short-form merger, all outstanding Shares not purchased by the Offeror in the Offer will be converted into the right to receive $18.70 per share in cash.

     On September 18, 2007, the Parent issued a press release announcing the results of the Offer. The full text of the September 18, 2007 press release is attached as Exhibit (a)(5)(v) and is incorporated herein by reference.”

Item 12.     Exhibits.

     Item 12 of the Statement is amended and supplemented by adding the following:

     “(a)(5)(v) Press Release issued by the Parent on September 18, 2007.”

     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 18, 2007

EXHIBIT INDEX

(a)(1)(i)	Offer to Purchase, dated August 17, 2007.*
(a)(1)(ii)	Form of Letter of Transmittal.*
(a)(1)(iii)	Form of Notice of Guaranteed Delivery.*
(a)(1)(iv)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(v)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(vi)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*
(a)(1)(vii)	Instructions for Form W-8BEN.*
(a)(1)(viii)	Form of Summary Advertisement as published on August 17, 2007 in The Wall Street Journal.*
(a)(5)(i)	Press Release issued by Wipro Limited (the “Parent”) on August 6, 2007.*
(a)(5)(ii)	Transcript of conference call held by the Parent and Infocrossing, Inc. on August 7, 2007.*
(a)(5)(iii)	Presentation circulated before conference call held by the Parent and Infocrossing, Inc. on August 7, 2007.*
(a)(5)(iv)	Transcript of conference call held by Infocrossing, Inc. along with some of the senior executives of the Parent on August 6, 2007.*
(a)(5)(v)	Press Release issued by the Parent on September 18, 2007.
(b)	None.
(d)(1)	Agreement and Plan of Merger, dated as of August 6, 2007, by and among the Parent, Roxy Acquisition Corp. (the “Offeror”) and Infocrossing, Inc.*
(d)(2)	Form of Tender and Voting Agreement entered into among the Parent, the Offeror and Zach Lonstein on August 6, 2007.*
(d)(3)	Form of Tender and Voting Agreement entered into among the Parent, the Offeror and Robert Wallach on August 6, 2007.*
(d)(4)	Confidentiality Agreement, dated as of October 16, 2006, between the Parent and Infocrossing, Inc.*
(d)(5)	Exclusivity Agreement, dated as of August 2, 2007, between the Parent and Infocrossing, Inc.*
(g)	None.
(h)	None.

* Previously filed with the Statement on August 17, 2007 or a previously filed amendment thereto.

EX-99.(A)(5)(V)

Exhibit (a)(5)(v)

Press Release
September 18, 2007

Wipro completes cash tender offer for Infocrossing

     Bangalore, India — September 18, 2007 — Wipro Limited (NYSE:WIT) today announced the completion of the tender offer by its indirect wholly-owned subsidiary, Roxy Acquisition Corp., for all outstanding shares of Infocrossing, Inc. (NASDAQ:IFOX) at a price of $18.70 per share in cash.

     The tender offer expired at 11:59 pm, New York City time, on Monday, September 17, 2007.

     The depositary for the tender offer has advised Wipro that, as of the expiration of the tender offer, approximately 20,465,514 shares had been validly tendered and not withdrawn in the tender offer, and such tendered shares (together with all shares tendered pursuant to guaranteed delivery procedures) represent approximately 100% of Infocrossing’s issued and outstanding shares. All validly tendered shares have been accepted for payment in accordance with the terms of the tender offer.

     Assuming the receipt of a sufficient number of shares tendered pursuant to guaranteed delivery procedures to ensure that Wipro holds at least 90% of Infocrossing’s outstanding shares, Wipro intends to complete the acquisition of Infocrossing through a short-form merger as soon as practicable. If necessary, Wipro intends to exercise its option under the merger agreement to purchase newly issued Infocrossing shares in order to ensure ownership of at least 90 percent of the outstanding Infocrossing shares to complete the short-form merger. In the short-form merger, all outstanding Infocrossing shares not purchased in the tender offer will be converted into the right to receive $18.70 per share in cash.

Forward-looking statements

     Any statements made regarding the proposed transaction between Wipro and Infocrossing, the expected timetable for completing the transaction, successful integration of the business, benefits of the transaction, earnings and any other statements contained in this news release that are not purely historical fact are forward-looking statements, which involve a number of risks and uncertainties. These statements are based on Wipro’s and Infocrossing’s current expectations and beliefs. Actual results could differ materially from the results implied by these statements. Factors that may cause or contribute to such differences include: the risk that the conditions to the offer or the merger set forth in the merger agreement will not be satisfied; changes in both companies’ businesses during the period between now and the closing; the successful integration of Infocrossing into Wipro’s business subsequent to the closing of the acquisition; timely development, competitive products and pricing, as well as fluctuations in demand; the ability to retain key management and technical personnel of Infocrossing; and adverse reactions to the proposed transaction by customers, suppliers and strategic partners. Infocrossing and Wipro are under no obligation to (and expressly

disclaim any such obligation to) update or alter their forward-looking statements whether as a result of new information, future events or otherwise.

Additional Information

     This announcement is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer is being made pursuant to a Tender Offer Statement on Schedule TO (including the Offer to Purchase, the related Letter of Transmittal and other tender offer materials) filed by Wipro and Roxy Acquisition Corp. with the SEC on August 17, 2007, as amended. In addition, Infocrossing filed a Solicitation/Recommendation Statement on Schedule 14D-9 on August 17, 2007, as amended, with the SEC related to the tender offer. The Tender Offer Statement (and related materials) and the Solicitation/Recommendation Statement contain important information that should be read carefully before any decision is made with respect to the tender offer. Those materials may be obtained at no charge upon request to MacKenzie Partners, Inc., the information agent for the tender offer, at 105 Madison Avenue, New York, New York 10016, or by calling toll free at (800) 322-2885. In addition, all of those materials (and all other offer documents filed with the SEC) are available at no charge on the SEC’s website at www.sec.gov.

Key Contact:

Media: Sanjeeth Boloor +91 9845294767

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

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. 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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