-----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, IHSI6aZIYznJokcxSKiRe4GaDH6svOt1wDskBmx11B5ClHzRO+a+uxRv1kZ5h4ZM Q4Sf9dGl4U7bdEyycmZLjQ== 0001209191-03-026662.txt : 20031023 0001209191-03-026662.hdr.sgml : 20031023 20031023193333 ACCESSION NUMBER: 0001209191-03-026662 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: 03955040 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: STRATEGIC ASSOCIATES LP CENTRAL INDEX KEY: 0000826141 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-20824 FILM NUMBER: 03955036 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: CAHILL WARNOCK STRATEGIC PARTNERS FUND LP CENTRAL INDEX KEY: 0001211903 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-20824 FILM NUMBER: 03955037 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: 03955042 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: 03955041 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CAHILL WARNOCK STRATEGIC PARTNERS LP CENTRAL INDEX KEY: 0001025666 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-20824 FILM NUMBER: 03955039 BUSINESS ADDRESS: STREET 1: ONE SOUTH STREET, SUITE 2150 STREET 2: SUITE 2150 CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4108953800 MAIL ADDRESS: STREET 1: 10 NORTH CALVERT ST STREET 2: SUITE 735 CITY: BALTIMORE STATE: MD ZIP: 21202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CAHILL EDWARD L CENTRAL INDEX KEY: 0001025665 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-20824 FILM NUMBER: 03955043 BUSINESS ADDRESS: STREET 1: A STREET 2: 10 NORTH CALVERT ST STE 735 CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4102441300 MAIL ADDRESS: STREET 1: 10 NORTH CALVERT ST STREET 2: SUITE 735 CITY: BALTIMORE STATE: MD ZIP: 21202 3 1 bow90978fund1.xml MAIN DOCUMENT DESCRIPTION X0201 32003-10-21 0 0000893816 INFOCROSSING INC IFOX 0001025666 CAHILL WARNOCK STRATEGIC PARTNERS LP One South StreetSuite 2150BaltimoreMD212020010 0001211903 CAHILL WARNOCK STRATEGIC PARTNERS FUND LP One South StreetSuite 2150BaltimoreMD212020010 0000826141 STRATEGIC ASSOCIATES LP One South StreetSuite 2150BaltimoreMD212020010 0001025665 CAHILL EDWARD L One South StreetSuite 2150BaltimoreMD212020001See Footnote 1 0001025664 WARNOCK DAVID L One South StreetSuite 2150BaltimoreMD212020010 0001211899 HUGHES DONALD W One South StreetSuite 2150BaltimoreMD212020010 0001211913 JOHNSTON RICHARD M ONE SOUTH STREET SUITE 2150 BALTIMORE MD 21202 0010Common Stock, par value $0.01 per share753931ISee Footnotes 2 and 3Common Stock Warrants5.862003-10-212007-02-01Common Stock1062500ISee Footnotes 4 and 5Common Stock Warrants19.252000-06-052004-06-05Common Stock8571ISee Footnotes 3 and 7Common Stock Warrants7.862003-10-212008-10-21Common Stock111324I See Footnotes 3 and 8The Reporting Persons (other than Mr. Cahill) may only be deemed 10% owners by virtue of their affiliation with Camden Partners Strategic Fund II-A, L.P. and Camden Partners Strategic Fund II-B, L.P. (the "CPS Funds") and Camden Partners Strategic II, LLC as more fully described in these footnotes. Mr. Cahill is only a Reporting Person with respect to the securities held by CWSP Fund and SA or beneficially held by CWSP.CWSP Fund is the direct beneficial owner of 714,349 shares of the Issuer's Common Stock. SA is the direct beneficial owner of 39,582 shares of the Issuer's Common Stock. CWSP Fund and SA are direct beneficial owners of the reported securities. By virtue of the re lationships described in General Remarks of this Form 3, CWSP and each of the General Partners may be deemed to be indirect beneficial owners of the reported securities. CWSP and each of the General Partners disclaims beneficial ownership of any of the Issuer's securities held by CWSP Fund and SA, except to the extent of his or its pecuniary interest therein.CWSP Fund is the direct beneficial owner of warrants exercisable into 468,563 shares of the Issuer's Common Stock. SA is the direct beneficial owner of warrants exercisable into 9,563 shares of the Issuer's Common Stock. CWSP, SA, and CWSP Fund and Messrs. Warnock, Hughes and Johnston may also be deemed the indirect beneficial owners of warrants exercisable into 584,375 shares of the Issuer's Common Stock, which are directly beneficially owned by the CPS Funds, each of whose interests as direct beneficial owners are separately but concurrently reported in a related Form 3 filing. Each of the R eporting Persons disclaims beneficial ownership of any of the Issuer's securities held by the CPS Funds, except in the case of each of the General Partners to the extent of his pecuniary interest therein. CWSP and each of the General Partners disclaims beneficial ownership of any of the Issuer's securities held by CWSP Fund and SA, except to the extent of his or its pecuniary interest therein.Each of the Reporting Persons, except for Mr. Cahill, are affiliated with reporting persons concurrently filing a related Form 3 by virtue of being under the common control of Messrs. Warnock, Hughes, and Johnston as general partners of CWSP and managing members of Camden Partners Strategic II, LLC, the general partner of the CPS Funds and one of the affiliated reporting parties. CWSP Fund is the direct beneficial owner of warrants exercisable into 8,121 shares of the Issuer's Common Stock. SA is the direct beneficial owner of warrants exercisable into 450 shar es of the Issuer's Common Stock. CWSP Fund is the direct beneficial owner of warrants exercisable into 105,479 shares of the Issuer's Common Stock. SA is the direct beneficial owner of warrants exercisable into 5,845 shares of the Issuer's Common Stock. This Form 3 is being filed jointly by Cahill, Warnock Strategic Partners, L.P. ("CWSP"), Cahill, Warnock Strategic Partners Fund, L.P. ("CWSP Fund") and Strategic Associates, L.P. ("SA"), and Messrs. David L. Warnock, Donald W. Hughes, Richard M. Johnston, and Edward L. Cahill (collectively, the "General Partners" and together with CWSP, CWSP Fund and SA, the "Reporting Persons"). CWSP is the sole general partner of each of CWSP Fund and SA. Messrs. Warnock, Hughes, Johnston and Cahill are general partners of CWSP. This Form 3 is one of two concurrently filed Form 3s by related entities and individuals. DONALD W. HUGHES, Secretary and General Partner2003-10-23By Cahill, Warnock Strategic Partners, L.P., its general partner, DONALD W. HUGHES, Secretary and General Partner2003-10-23DONALD W. HUGHES, Attorney-in-Fact for Edward L. Cahill, David L. Warnock, and Richard M. Johnston2003-10-23DONALD W. HUGHES2003-10-23 -----END PRIVACY-ENHANCED MESSAGE-----