-----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, QD9AMm6zxBHP8u2s7L2OjHl2qpn90wUnQrerSCBpLvr6cXy/TQuAz1RIaSRmQrTC REPmhr2uFo84NjP/sZIlKw== 0000950134-08-002041.txt : 20080208 0000950134-08-002041.hdr.sgml : 20080208 20080208134444 ACCESSION NUMBER: 0000950134-08-002041 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080208 DATE AS OF CHANGE: 20080208 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: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-117340 FILM NUMBER: 08588116 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 POS AM 1 f37857p1posam.htm POST-EFFECTIVE AMENDMENT posam
 

As filed with the Securities and Exchange Commission on February 8, 2008
Post-Effective Amendment No. 3 to Registration Statement on Form S-3 (No. 333-117340)
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
POST-EFFECTIVE AMENDMENT NO. 3 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
INFOCROSSING, INC.
(Exact Name of Registrant as Specified in Its Charter)
 
     
Delaware   13-325-2333
(State or Other Jurisdiction of   (I.R.S. Employer
Incorporation or Organization)   Identification No.)
2 Christie Heights Street
Leonia, NJ 07605
(201) 840-4700
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
 
Zach Lonstein
Chief Executive Officer
Infocrossing, Inc.
2 Christie Heights Street
Leonia, NJ 07605
(201) 840-4700
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
 
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
 
 
 

 

 

RECENT EVENTS: DEREGISTRATION
     The Registration Statement on Form S-3 (Registration No. 333-117340) (the “Registration Statement”) of Infocrossing, Inc., a Delaware corporation (“Infocrossing”), pertaining to the registration of certain 4.00% convertible senior notes and shares of common stock of Infocrossing issuable upon conversion of such notes to which this Post-Effective Amendment No. 3 relates, was filed with the Securities Exchange Commission on July 13, 2004.
     On September 20, 2007, after completion of a tender offer (the “Offer”) by Roxy Acquisition Corp. (“Merger Sub”), an indirect wholly-owned subsidiary of Wipro Limited, a corporation organized under the laws of India (“Parent”), for all of the outstanding shares of common stock of Infocrossing, Merger Sub merged with and into Infocrossing (the “Merger”). Pursuant to the Merger, each outstanding share of common stock of Infocrossing not tendered in the Offer (other than dissenting shares or shares owned directly or indirectly by Parent, Merger Sub or any wholly-owned subsidiary of Infocrossing) was converted into the right to receive $18.70 per share, net to the holder thereof in cash without interest, less any required withholding taxes. The Merger became effective upon filing of a Certificate of Ownership and Merger with the Secretary of State of the State of Delaware on September 20, 2007 (the “Effective Time”).
     As a result of the Merger, Infocrossing has terminated all offerings of securities pursuant to its existing registration statements, including the Registration Statement. In accordance with an undertaking made by Infocrossing in the Registration Statement to remove from registration, by means of a post-effective amendment, any securities that remain unsold at the termination of the offering, Infocrossing hereby removes from registration all securities registered under the Registration Statement that remain unsold as of the Effective Time.

 

 

SIGNATURES
     Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this post-effective amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Leonia, State of New Jersey, on September 20, 2007.
         
  INFOCROSSING, INC.
 		  
  By:   /s/ Zach Lonstein    
    Zach Lonstein   
    Chief Executive Officer   
 
     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
         
Signature   Title   Date
 
/s/ Zach Lonstein
 
Zach Lonstein		   Chief Executive Officer (principal executive officer)   September 20, 2007
/s/ Robert B. Wallach
 
Robert B. Wallach		   President and Chief Operating Officer   September 20, 2007
/s/ William J. McHale
 
William J. McHale		   Chief Financial Officer, Senior Vice President – Finance, & Treasurer (principal financial officer and principal accounting officer)   September 20, 2007
/s/ Suresh C. Senapaty
 
Suresh C. Senapaty		   Director   September 20, 2007
/s/ Suresh Vaswani
 
Suresh Vaswani		   Director   September 20, 2007
/s/ Sudip Nandy
 
Sudip Nandy		   Director   September 20, 2007
/s/ P.R. Chandrasekar
 
P.R. Chandrasekar		   Director   September 20, 2007

 

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