-----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, HhU89uMfCJ8A4ASXyuCTXCqAUZP5a4htF0RVwYIYMDlqPZBtQ0IiTmF3zsyQjfGI NeVPbT5KyQTd8tJqQWNKBg== 0001209191-03-026659.txt : 20031023 0001209191-03-026659.hdr.sgml : 20031023 20031023192124 ACCESSION NUMBER: 0001209191-03-026659 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20031021 FILED AS OF DATE: 20031023 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JOHNSTON RICHARD M CENTRAL INDEX KEY: 0001211913 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-20824 FILM NUMBER: 03955018 BUSINESS ADDRESS: STREET 1: ONE SOUTH STREET STREET 2: SUITE 2150 CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4108953800 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WARNOCK DAVID L CENTRAL INDEX KEY: 0001025664 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-20824 FILM NUMBER: 03955020 BUSINESS ADDRESS: STREET 1: ONE SOUTH STREET STREET 2: SUITE 2150 CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4108953800 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CAMDEN PARTNERS STRATEGIC FUND II A LP CENTRAL INDEX KEY: 0001157600 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-20824 FILM NUMBER: 03955022 BUSINESS ADDRESS: STREET 1: C/O CAMDEN PARTNERS INC STREET 2: 1 SOUTH STREET SUITE 2150 CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-895-3800 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CAMDEN PARTNERS STRATEGIC II LLC CENTRAL INDEX KEY: 0001160267 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-20824 FILM NUMBER: 03955023 BUSINESS ADDRESS: STREET 1: C/O CAMDEN PARTNERS INC STREET 2: 1 SOUTH STREET SUITE 2150 CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-895-3800 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CAMDEN PARTNERS STRATEGIC FUND II B LP CENTRAL INDEX KEY: 0001211897 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-20824 FILM NUMBER: 03955021 BUSINESS ADDRESS: STREET 1: ONE SOUTH STREET STREET 2: SUITE 2150 CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4108953800 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HUGHES DONALD W CENTRAL INDEX KEY: 0001211899 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-20824 FILM NUMBER: 03955019 BUSINESS ADDRESS: STREET 1: ONE SOUTH STREET STREET 2: SUITE 2150 CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4108953800 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BERKELEY RICHARD M CENTRAL INDEX KEY: 0001211905 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-20824 FILM NUMBER: 03955017 BUSINESS ADDRESS: STREET 1: ONE SOUTH STREET STREET 2: SUITE 2150 CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4108953800 ISSUER: 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 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 3 1 bow90978fund2.xml MAIN DOCUMENT DESCRIPTION X0201 32003-10-21 0 0000893816 INFOCROSSING INC IFOX 0001160267 CAMDEN PARTNERS STRATEGIC II LLC One South StreetSuite 2150BaltimoreMD212020010 0001157600 CAMDEN PARTNERS STRATEGIC FUND II A LP One South StreetSuite 2150BaltimoreMD212020010 0001211897 CAMDEN PARTNERS STRATEGIC FUND II B LP One South StreetSuite 2150BaltimoreMD212020010 0001025664 WARNOCK DAVID L One South StreetSuite 2150BaltimoreMD212020010 0001211899 HUGHES DONALD W One South StreetSuite 2150BaltimoreMD212020010 0001211913 JOHNSTON RICHARD M One South StreetSuite 2150BaltimoreMD212020010 0001211905 BERKELEY RICHARD M ONE SOUTH STREET SUITE 2150 BALTIMORE MD 21202 0001See Footnote 1Common Stock, par value $0.01 per share753931ISee Footnote 2 and 3Common Stock Warrants5.862003-10-212007-02-01Common Stock1062500ISee Footnote 4 and 5Common Stock Warrants19.252000-06-052004-06-05Common Stock8571ISee Footnote 2 and 6Common Stock Warrants7.862003-10-212008-10-21Common Stock111324ISee Footnote 2 and 7The Reporting Persons (other than Mr. Berkeley) may only be deemed 10% owners by virtue of their affiliation with Cahill, Warnock Strategic Partners Fund, L.P. and Strategic Associates, L.P. (the "CW Funds") and Cahill, Warnock Strategic Partners Fund, L.P. as more fully described in these footnotes. Mr. Berkeley is only a Reporting Person with respect to the securities held by CPS Fund II-A and CPS Fund II-B or beneficially held by CPS II.The CW Funds, each of whose interests as direct beneficial owners are separately but concurrently reported in a related Form 3 filing, are the direct beneficial owners of the reported securities. The Reporting Persons, other than Mr. Berkeley, may be deemed indirect beneficial owners of the reported securities by virtue of their affiliations with the CW Funds. Messrs. Warnock, Hughes, and Johnston are general partners of Cahill, Warnock Strategic Partners, L.P., the general partner of the CW Funds and one of the affiliated reporting parties.Each of the Reporting Persons disclaims beneficial ownership of any of the Issuer's securities held by the CW Funds, except in the case of the Managing Members (other than Mr. Berkeley) to the extent of their pecuniary interest therein.CPS Fund II-A is the direct beneficial owner of warrants exercisable into 551,650 shares of the Issuer's Common Stock. CPS Fund II-B is the direct beneficial owner of warrants exercisable into 32,725 shares of the Issuer's Common Stock. CPS II and each of the Managing Members disclaims beneficial ownership of any of the Issuer's securities held by CPS Fund II-A and CPS Fun d II-B, except to the extent of his or its pecuniary interest therein.CPS Fund II-A, CPS Fund II-B, CPS II and Messrs. Warnock, Hughes and Johnston may be deemed indirect beneficial owners of warrants exercisable into 478,126 shares of the Issuer's Common Stock, which are directly beneficially owned by the CW Funds. The CW Funds are the direct beneficial owner of warrants exercisable into 8,571 shares of the Issuer's Common Stock. The CW Funds are the direct beneficial owner of warrants exercisable into 111,324 shares of the Issuer's Common Stock. This Form 3 is being filed jointly by Camden Partners Strategic II, LLC ("CPS II"), Camden Partners Strategic Fund II-A, L.P. ("CPS Fund II-A") and Camden Partners Strategic Fund II-B, L.P. ("CPS Fund II-B"), and Messrs. David L. Warnock, Donald W. Hughes, Richard M. Johnston, and Richard M. Berkeley (collectively, the "Managing Members" and together with CPS Fund II-A, CPS Fund II-B and CPS II, the "Reporting Persons"). CPS II is the sole general partner of each of CPS Fund II-A and CPS Fund II-B. Messrs. Warnock, Hughes, Johnston and Berkeley are managing members of CPS II. This Form 3 is one of two concurrently filed Form 3s by related entities and individuals. DONALD W. HUGHES, Managing Member2003-10-23By Camden Partners Strategic II, LLC, its general partner, DONALD W. HUGHES, Managing Member2003-10-23DONALD W. HUGHES, Attorney-in-Fact for David L.Warnock, Richard M. Johnston, and Richard M. Berkeley2003-10-23DONALD W. HUGHES2003-10-23 -----END PRIVACY-ENHANCED MESSAGE-----