SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* CAMDEN PARTNERS STRATEGIC II LLC (Last) (First) (Middle) One South Street Suite 2150 (Street) Baltimore MD 21202 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/21/2003	3. Issuer Name and Ticker or Trading Symbol INFOCROSSING INC [ IFOX ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share	753,931(1)(2)(3)	I(2)(3)	See Footnote 2 and 3(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock Warrants	10/21/2003	02/01/2007	Common Stock	1,062,500(1)(3)(4)(5)	$5.86	I(4)(5)	See Footnote 4 and 5(4)(5)
Common Stock Warrants	06/05/2000	06/05/2004	Common Stock	8,571(1)(2)(3)(6)	$19.25	I(2)(6)	See Footnote 2 and 6(2)(6)
Common Stock Warrants	10/21/2003	10/21/2008	Common Stock	111,324(1)(2)(3)(7)	$7.86	I(2)(7)	See Footnote 2 and 7(2)(7)

1. Name and Address of Reporting Person* CAMDEN PARTNERS STRATEGIC II LLC (Last) (First) (Middle) One South Street Suite 2150 (Street) Baltimore MD 21202 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CAMDEN PARTNERS STRATEGIC FUND II A LP (Last) (First) (Middle) One South Street Suite 2150 (Street) Baltimore MD 21202 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CAMDEN PARTNERS STRATEGIC FUND II B LP (Last) (First) (Middle) One South Street Suite 2150 (Street) Baltimore MD 21202 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* WARNOCK DAVID L (Last) (First) (Middle) One South Street Suite 2150 (Street) Baltimore MD 21202 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* HUGHES DONALD W (Last) (First) (Middle) One South Street Suite 2150 (Street) Baltimore MD 21202 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* JOHNSTON RICHARD M (Last) (First) (Middle) One South Street Suite 2150 (Street) Baltimore MD 21202 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BERKELEY RICHARD M (Last) (First) (Middle) ONE SOUTH STREET SUITE 2150 (Street) BALTIMORE MD 21202 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Footnote 1

Explanation of Responses:

1. The 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.

2. 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.

3. 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.

4. 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 Fund II-B, except to the extent of his or its pecuniary interest therein.

5. 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.

6. The CW Funds are the direct beneficial owner of warrants exercisable into 8,571 shares of the Issuer's Common Stock.

7. The CW Funds are the direct beneficial owner of warrants exercisable into 111,324 shares of the Issuer's Common Stock.

Remarks:

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 Member	10/23/2003
	By Camden Partners Strategic II, LLC, its general partner, DONALD W. HUGHES, Managing Member	10/23/2003
	DONALD W. HUGHES, Attorney-in-Fact for David L.Warnock, Richard M. Johnston, and Richard M. Berkeley	10/23/2003
	DONALD W. HUGHES	10/23/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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