8-K/A 1 a2128122z8-ka.htm 8-K/A
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549



FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 22, 2003

Infocrossing, Inc.
(Exact Name of Registrant as Specified in its Charter)

Delaware
(State or Other Jurisdiction
of Incorporation)
  0-20824
(Commission
File Number)
  13-3252333
(IRS Employer
Identification No.)

2 Christie Heights Street, Leonia, New Jersey 07605
(Address of Principal Executive Offices, including Zip Code)

Registrant's telephone number, including area code: (201) 840-4700

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

        This amendment is to modify Exhibit 99.1 to update and expand the presentation of pro forma information.





Item 5. Other Events and Required FD Disclosure.

        Infocrossing, Inc. (the "Company") issued two press releases, each dated October 22, 2003, filed herewith under Item 7, one regarding the completion of a previously announced private placement of common stock and warrants to purchase common stock on October 21, 2003, and a second regarding the completion of the previously announced recapitalization of its series A preferred stock and series A warrants on October 21, 2003.

        In connection with the recapitalization, four members of the Company's board of directors, who had been nominated by the holders of the series A preferred stock and elected in accordance with the Company's certificate of incorporation and existing stockholders agreement, resigned on October 21, 2003. The existing stockholders agreement among the Company, the holders of series A preferred stock and other parties was terminated on October 21, 2003.


Item 7. Financial Statements and Exhibits.

    (a)
    Financial statements of business acquired: None

    (b)
    Pro forma financial information: Included as Exhibit 99.1.

    (c)
    Exhibits:

4.1 * Securities Purchase Agreement, dated as of October 16, 2003, by and among the Company and certain purchasers of common stock and warrants.

4.2

*

Registration Rights Agreement, dated as of October 16, 2003, by and among the Company and certain purchasers of common stock and warrants.

4.3

*

Exchange Agreement, dated as of October 16, 2003, by and among the Company and holders of series A preferred stock and series A warrants.

4.4

*

Second Amended and Restated Registration Rights Agreement, dated as of October 21, 2003, by and among the Company and certain stockholders of the Company.

10.1

*

Term Loan Agreement, dated as of October 21, 2003, by and among the Company, the Lenders named therein, and Infocrossing Agent, Inc.

10.2

*

Guarantee and Security Agreement, dated as of October 21, 2003, by and among the Company, the Company's subsidiaries, and Infocrossing Agent, Inc.

99.1

 

Unaudited Pro Forma condensed consolidated combined financial statements for the fiscal year ended December 30, 2002, and the six month period ended June 30, 2003.

99.2

 

Press release, dated October 22, 2003, regarding the completion of a previously announced private placement of common stock and warrants.

99.3

 

Press release, dated October 22, 2003, regarding the completion of the previously announced recapitalization of its series A preferred stock and series A warrants.

      *
      Previously filed as exhibits to the Company's Current Report on Form 8-K filed October 22, 2003.

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SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 6, 2004 INFOCROSSING, INC.
(Registrant)

 

/s/  
WILLIAM J. MCHALE      
William J. McHale
Senior Vice President of Finance

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SIGNATURES