-----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, QMnc8Th3BOat1aAMHC2t9v0uMVf0LOkiQHjhos6SdLUZYDGo9/S14daCIIIAYS1m 6nb44fajuLlWFueAabJBLA== /in/edgar/work/0001042645-00-000314/0001042645-00-000314.txt : 20000929 0001042645-00-000314.hdr.sgml : 20000929 ACCESSION NUMBER: 0001042645-00-000314 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000927 EFFECTIVENESS DATE: 20000927 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INFOCROSSING INC CENTRAL INDEX KEY: 0000893816 STANDARD INDUSTRIAL CLASSIFICATION: [7374 ] IRS NUMBER: 133252333 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-46720 FILM NUMBER: 729753 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 S-8 1 0001.txt INFOCROSSING, INC. As filed with the Securities and Exchange Commission September 27, 2000 Registration Statement No. 333-______ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------------- INFOCROSSING, INC. (formerly known as Computer Outsourcing Services, Inc.) (Exact Name of Registrant as Specified in Its Charter) Delaware 13-325-2333 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification No.) 2 Christie Heights Street Leonia, NJ 07605 (Address of Principal Executive Offices) -------------------------------------------- AMENDED AND RESTATED 1992 STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN OF INFOCROSSING, INC. (Full Title of the Plan) --------------------------------------------------- Charles F. Auster Chief Executive Officer Infocrossing, Inc. 2 Christie Heights Street Leonia, NJ 07605 (Name and Address of Agent for Service) (201) 840-4700 (Telephone Number, Including Area Code, of Agent For Service)
================================================================================================================================ CALCULATION OF REGISTRATION FEE ================================================================================================================================ - --------------------------------- ----------------------- ----------------------- ---------------------- ----------------------- Proposed Maximum Proposed Maximum Amount of Title of Securities to be Amount to be Offering Price Aggregate Registration Fee Registered Registered (1) Per Share Offering Price - --------------------------------- ----------------------- ----------------------- ---------------------- ----------------------- Common Stock, $.01 par value per share 1,000,000 shares $ 16.6875 (2) $16,687,500 (2) $ 4,405.50 ================================= ======================= ======================= ====================== =======================
(1) Plus, in accordance with Rule 416(c) of the Securities Act of 1933, as amended (the "Securities Act"), such indeterminate number of shares as may become subject to options under the Infocrossing, Inc. 1992 Stock Option and Stock Appreciation Rights Plan (the "Plan") as a result of the adjustment provisions therein. (2) Estimated solely for the purpose of determining the amount of the registration fee and, pursuant to Rules 457(c) and 457(h) of the Securities Act, based upon the average of the bid and asked prices of the Common Stock reported by the National Association of Securities Dealers, Inc. on September 22, 2000. Approximate date of commencement of proposed sale to the public: The Common Stock obtained upon the exercise of options issued pursuant to the Plan may be offered and sold by the holders thereof from time to time after the effectiveness of this Registration Statement. The contents of Registration Statements Nos. 33-89160, 33-31875 and 333-86601 are incorporated herein by reference. On May 8, 2000, the shareholders of Infocrossing, Inc. (then known as Computer Outsourcing Services, Inc.) approved a resolution to restate the 1992 Stock Option and Stock Appreciation Rights Plan to incorporate all previous amendments and increase the number of authorized shares of the Company's Common Stock issuable thereunder to 2,700,000. -1- Exhibits. 5. Opinion of Robinson & Cole LLP regarding legality (filed herewith). 23(a). Consent of Ernst & Young, LLP (filed herewith). 23(b). Consent of Robinson & Cole LLP (contained in Exhibit 5). 24. Power of Attorney (filed herewith as part of the Signature Page). -2- 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-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Leonia, State of New Jersey, on this 22 day of September, 2000. INFOCROSSING, INC. By: /s/ Zach Lonstein ---------------------------- Zach Lonstein Chairman of the Board POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Charles F. Auster and Zach Lonstein his true and lawful attorneys-in-fact and agents, each acting alone, with full powers of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or his substitute or substitutes may lawfully do and cause to be done by virtue thereof. -3- Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on September 22, 2000 in the capacities indicated. Signature Title /s/ Charles F. Auster President, Chief Executive Officer and Director - --------------------------- Charles F. Auster /s/ Nicholas J. Letizia Principal Financial Officer and - --------------------------- Nicholas J. Letizia Principal Accounting Officer /s/ Zach Lonstein Chairman of the Board of Directors - --------------------------- Zach Lonstein - --------------------------- Director Warren Ousley /s/ Tyler Zachem Director - --------------------------- Tyler Zachem /s/ Frank Schiff Director - --------------------------- Frank Schiff /s/ David Lee Director - --------------------------- David Lee - --------------------------- Director Samantha McCuen /s/ Kathleen A. Perone Director - ----------------------- Kathleen A. Perone -4- INDEX TO EXHIBITS EXHIBIT NO. EXHIBIT PAGE NO. 5. Opinion of Robinson & Cole LLP regarding legality. 7 23(a). Consent of Ernst & Young, LLP. 8 23(b). Consent of Robinson & Cole LLP. Contained in Exhibit 5 24. Power of Attorney. Filed as part of the Signature Page EX-5 2 0002.txt OPINION OF ROBINSON & COLE LLP Exhibit 5 September 22, 2000 Infocrossing, Inc. 2 Christie Heights Street Leonia, NJ 07605 Ladies and Gentlemen: This opinion is being given in connection with the Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission by Infocrossing, Inc. (the "Company") on the date hereof for the purpose of registering under the Securities Act of 1933, as amended, 1,000,000 shares of Common Stock, par value $.01 per share (the "Common Stock"), to be issued by the Company under the Infocrossing, Inc. 1992 Stock Option and Stock Appreciation Rights Plan, as amended (the "Plan"). In connection with this opinion, we have examined such corporate records, certificates and other documents and such questions of law as we have considered necessary or appropriate for the purpose of this opinion. Upon the basis of such examination, we advise you that, in our opinion, the Common Stock has been legally authorized for issuance under the Plan and, when sold upon valid exercise of the options granted under the Plan, the shares of Common Stock will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended. /s/ ROBINSON & COLE LLP EX-23 3 0003.txt CONSENT OF INDEPENDENT AUDITORS Exhibit 23(a) CONSENT OF INDEPENDENT AUDITORS We consent in the Registration Statement (Form S-8) pertaining to the 1992 Stock Option and Stock Appreciation Rights Plan to the incorporation by reference therein of our report dated December 28, 1999, with respect to the consolidated financial statements of Infocrossing, Inc. (formerly Computer Outsourcing Services, Inc. and Subsidiaries) included in its Annual Report (Form 10-KSB) for the year ended October 31, 1999, filed with the Securities and Exchange Commission. /s/ Ernst & Young, LLP - ---------------------- Ernst & Young, LLP New York, New York September 20, 2000 -----END PRIVACY-ENHANCED MESSAGE-----