-----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, QXEATw6MKlUnRTUY9XqGvN7FRMzVlqJ6AInhfx1NKYLy96Ca6GM6IEFragKsMOhC I8YOxr+OnbuhWUcahSu6Og== 0000891554-01-000056.txt : 20010123 0000891554-01-000056.hdr.sgml : 20010123 ACCESSION NUMBER: 0000891554-01-000056 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20010110 SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-48721 FILM NUMBER: 1506407 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SANDLER CAPITAL MANAGEMENT CENTRAL INDEX KEY: 0001000742 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 112792496 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 767 FIFTH AVENUE STREET 2: 45TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 2127548100 MAIL ADDRESS: STREET 1: 767 FIFTH AVENUE STREET 2: 45TH FL CITY: NEW YORK STATE: NY ZIP: 10153 SC 13D/A 1 d24310_sc13da.txt AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 S C H E D U L E 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)(1) INFOCROSSING, INC. (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securities) 205265101 (CUSIP Number) Copy to: Sandler Capital Management Michael R. Reiner, Esq. 767 Fifth Avenue Morrison Cohen Singer & Weinstein, LLP New York, New York 10153 750 Lexington Avenue Telephone (212) 754-8100 New York, New York 10022 Telephone (212) 735-8600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 18, 2000 (Date of Event which Requires Filing this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-(g), check the following box |_|. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following page(s)) - ---------- (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 205265101 13D ________________________________________________________________________________ 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Sandler Capital Partners V, L.P. ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* WC, OO ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 1,567,256 shares 21.7% SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 642,085.3 shares 10.0% OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,567,256 shares 21.7% PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 642,085.3 shares 10.0% ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,209,341.3 shares ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.5% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* PN ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 2 of 36 CUSIP No. 205265101 13D ________________________________________________________________________________ 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Sandler Capital Partners V FTE, L.P. ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* WC, OO ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 642,085.3 shares 10.0% SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 1,567,256 shares 21.7% OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 642,085.3 shares 10.0% PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 1,567,256 shares 21.7% ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,209,341.3 shares ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.5% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* PN ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 of 36 CUSIP No. 205265101 13D ________________________________________________________________________________ 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Sandler Internet Partners, L.P. ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* WC, OO ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 161,856.5 shares 2.7% SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 0 shares 0% OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 161,856.5 shares 2.7% PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 0 shares 0% ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 161,856.5 shares ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.7% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* PN ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 4 of 36 CUSIP No. 205265101 13D ________________________________________________________________________________ 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Sandler Co-Investment Partners, L.P. ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* WC, OO ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 40,464.4 shares 0.7% SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 0 shares 0% OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 40,464.4 shares 0.7% PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 0 shares 0% ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 40,464.4 shares ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.7% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* PN ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 5 of 36 CUSIP No. 205265101 13D ________________________________________________________________________________ 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Sandler Investment Partners, L.P. ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* OO ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 0 shares 0% SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 2,411,662.2 shares 30.4% OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 shares 0% PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 2,411,662.2 shares 30.4% ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,411,662.2 shares ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.4% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* PN ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 6 of 36 CUSIP No. 205265101 13D ________________________________________________________________________________ 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Sandler Capital Management ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* OO ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 0 shares 0% SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 2,411,662.2 shares 30.4% OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 shares 0% PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 2,411,662.2 shares 30.4% ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,411,662.2 shares ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.4% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* PN ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 7 of 36 CUSIP No. 205265101 13D ________________________________________________________________________________ 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) ARH Corp. ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* OO ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 0 shares 0% SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 2,411,662.2 shares 30.4% OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 shares 0% PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 2,411,662.2 shares 30.4% ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,411,662.2 shares ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.4% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* CO ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 8 of 36 CUSIP No. 205265101 13D ________________________________________________________________________________ 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) MJDM Corp. ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* OO ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 0 shares 0% SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 2,411,662.2 shares 30.4% OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 shares 0% PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 2,411,662.2 shares 30.4% ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,411,662.2 shares ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.4% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* CO ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 9 of 36 CUSIP No. 205265101 13D ________________________________________________________________________________ 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Four JK Corp. ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* OO ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 0 shares 0% SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 2,411,662.2 shares 30.4% OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 shares 0% PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 2,411,662.2 shares 30.4% ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,411,662.2 shares ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.4% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* CO ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 10 of 36 CUSIP No. 205265101 13D ________________________________________________________________________________ 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Jirakal Corp. ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* OO ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 0 shares 0% SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 2,411,662.2 shares 30.4% OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 shares 0% PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 2,411,662.2 shares 30.4% ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,411,662.2 shares ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.4% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* CO ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 11 of 36 CUSIP No. 205265101 13D ________________________________________________________________________________ 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Harvey Sandler ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* PF, OO ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 0 shares 0% SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 2,411,662.2 shares 30.4% OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 shares 0% PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 2,411,662.2 shares 30.4% ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,411,662.2 shares ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.4% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* IN ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 12 of 36 CUSIP No. 205265101 13D ________________________________________________________________________________ 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Michael J. Marocco ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* PF,OO ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 0 shares 0% SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 2,411,662.2 shares 30.4% OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 shares 0% PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 2,411,662.2 shares 30.4% ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,411,662.2 shares ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.4% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* IN ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 13 of 36 CUSIP No. 205265101 13D ________________________________________________________________________________ 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) John Kornreich ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* PF,OO ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 0 shares 0% SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 2,411,662.2 shares 30.4% OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 shares 0% PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 2,411,662.2 shares 30.4% ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,411,662.2 shares ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.4% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* IN ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 14 of 36 CUSIP No. 205265101 13D ________________________________________________________________________________ 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) David Lee ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* PF,OO ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 0 shares 0% SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 2,411,662.2 shares 30.4% OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 shares 0% PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 2,411,662.2 shares 30.4% ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,411,662.2 shares ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.4% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* IN ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 15 of 36 ITEM 1. SECURITY AND ISSUER This Amendment No. 1 amends and supplements the Schedule 13D filed on May 22, 2000 by MJDM Corp. ("MJDM") in relation to the common stock (the "Common Stock") of Infocrossing, Inc. (f/k/a Computer Outsourcing Services, Inc.), a Delaware corporation (the "Issuer"), the principal executive offices of which are located at 2 Christie Heights Street, Leonia, New Jersey 07605. ITEM 2. IDENTITY AND BACKGROUND Item 2 is hereby amended and restated as follows: 1. (a) Sandler Capital Partners V L.P., a limited partnership organized under the laws of the State of Delaware ("Sandler V"). (b) Address: 767 Fifth Avenue New York, New York 10153 (c) Principal Business: Investments. (d) No. (e) No. 2. (a) Sandler Capital Partners V FTE, L.P., a limited partnership organized under the laws of the State of Delaware ("Sandler V FTE"). (b) Address: 767 Fifth Avenue New York, New York 10153 (c) Principal Business: Investments. (d) No. (e) No. 3. (a) Sandler Internet Partners, L.P., a limited partnership organized under the laws of the State of Delaware ("Sandler Internet"). (b) Address: 767 Fifth Avenue New York, New York 10153 (c) Principal Business: Investments. (d) No. (e) No. 4. (a) Sandler Co-Investment Partners, L.P., a limited partnership organized under the laws of the State of Delaware ("Sandler Co-Investment"). (b) Address: 767 Fifth Avenue New York, New York 10153 (c) Principal Business: Investments. (d) No. (e) No. 5. (a) Sandler Investment Partners, L.P., a limited partnership organized under the laws of the State of Delaware ("SIP"). Page 16 of 36 (b) Address: 767 Fifth Avenue New York, New York 10153 (c) Principal Business: Investments. (d) No. (e) No. 6. (a) Sandler Capital Management, a registered investment advisor and a general partnership organized under the laws of the State of New York ("SCM"). (b) Address: 767 Fifth Avenue New York, New York 10153 (c) Principal Business: Investments. (d) No. (e) No. SCM is managed by a committee (the "Management Committee") consisting of the principal stockholders of ARH Corp., MJDM Corp. and Four JK Corp. (Harvey Sandler, Michael Marocco and John Kornreich). All decisions regarding Sandler V, Sandler V FTE, Sandler Internet and Sandler Co-Investment's investment in the securities of the Issuer require the consent of the Management Committee. SCM currently has 5 other general partners, including a corporation owned by David Lee, a director of the Issuer. The attached Schedule I sets forth a list of each of the other general partners of SCM (other than ARH Corp., MJDM Corp., Four JK Corp. and Jirakal Corp.), the executive officers and directors of each of the general partners of SCM, and the controlling persons of the other general partners of SCM, and contains the following information with respect to each such person: (i) name, (ii) business address, (iii) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted, and (iv) citizenship or state or other place of organization. 7. (a) ARH Corp., a Delaware corporation. (b) Address: 767 Fifth Avenue New York, New York 10153 (c) Principal Business: Investments. (d) No. (e) No. 8. (a) MJDM Corp., a New York corporation. (b) Address: 767 Fifth Avenue New York, New York 10153 (c) Principal Business: Investments. (d) No. (e) No. 9. (a) Four JK Corp., a Delaware corporation. (b) Address: 767 Fifth Avenue New York, New York 10153 (c) Principal Business: Investments. Page 17 of 36 (d) No. (e) No. 10. (a) Jirakal Corp., a New York corporation. (b) Address: 767 Fifth Avenue New York, New York 10153 (c) Principal Business: Investments. (d) No. (e) No. 11. (a) Harvey Sandler, is the sole stockholder of ARH Corp., President of Sandler Enterprises and a Managing Director of SCM. (b) Address: Sandler Enterprises 1555 North Park Drive, Suite 101 Weston, Florida 33329 (c) Principal Occupation: Investor. (d) No. (e) No. (f) Citizenship: United States ARH Corp. is a general partner of SCM, which is the general partner of SIP, the general partner of Sandler V, Sandler V FTE, Sandler Internet and Sandler Co-Investment. Harvey Sandler is the father of Andrew Sandler, the sole shareholder of ALCR Corp., a general partner of SCM. 12. (a) Michael J. Marocco, is the sole shareholder of MJDM Corp. and a Managing Director of SCM. (b) Address: Sandler Capital Management 767 Fifth Avenue New York, New York 10153 (c) Principal Occupation: Investments. (d) No. (e) No. (f) Citizenship: United States. MJDM Corp. is a general partner of SCM, which is the general partner of SIP, the general partner of Sandler V, Sandler V FTE, Sandler Internet and Sandler Co-Investment. 13. (a) John Kornreich, is the majority stockholder of Four JK Corp. and a Managing Director of SCM. (b) Address: Sandler Capital Management 767 Fifth Avenue New York, New York 10153 (c) Principal Occupation: Investments. (d) No. (e) No. (f) Citizenship: United States. Page 18 of 36 Four JK Corp. is a general partner of SCM, which is the general partner of SIP, the general partner of Sandler V, Sandler V FTE, Sandler Internet and Sandler Co-Investment. 14. (a) David Lee, is a director of the Issuer, the sole shareholder of Jirakal Corp. and a Managing Director of SCM. (b) Address: Sandler Capital Management 767 Fifth Avenue New York, New York 10153 (c) Principal Occupation: Investments. (d) No. (e) No. (f) Citizenship: United States. Jirakal Corp. is a general partner of SCM, which is the general partner of SIP, the general partner of Sandler V, Sandler V FTE, Sandler Internet and Sandler Co-Investment. None of the reporting persons and to the best of each of the reporting person's knowledge, none of the persons named in Schedule I hereto, has during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER Item 5 is hereby amended and restated as follows: (a) The following list sets forth the aggregate number and percentage (based on 5,887,611 shares of Common Stock outstanding as reported by the Issuer in its Form 10-Q for the period ended July 31, 2000), of outstanding shares of Common Stock owned beneficially by each reporting person named in Item 2, as of December 18, 2000: Page 19 of 36
Shares of Common Percentage of Shares Stock Beneficially of Common Stock Name Owned Beneficially Owned - ---- ----- ------------------ Sandler Capital Partners V, L.P. 2,209,341.3(2),(3),(4) 28.5% Sandler Capital Partners V FTE, L.P. 2,209,341.3(2),(3),(4) 28.5% Sandler Internet Partners, L.P. 161,856.5(4),(5) 2.7% Sandler Co-Investment Partners, L.P. 40,464.4(4),(6) 0.7% Sandler Investment Partners, L.P. 2,411,662.2(2),(3),(4),(5),(6) 30.4% Sandler Capital Management 2,411,662.2(2),(3),(4),(5),(6) 30.4% ARH Corp. 2,411,662.2(2),(3),(4),(5),(6) 30.4% MJDM Corp. 2,411,662.2(2),(3),(4),(5),(6) 30.4% Four JK Corp. 2,411,662.2(2),(3),(4),(5),(6) 30.4% Jirakal Corp. 2,411,662.2(2),(3),(4),(5),(6) 30.4% Harvey Sandler 2,411,662.2(2),(3),(4),(5),(6) 30.4% Michael J. Marocco 2,411,662.2(2),(3),(4),(5),(6) 30.4% John Kornreich 2,411,662.2(2),(3),(4),(5),(6) 30.4% David Lee 2,411,662.2(2),(3),(4),(5),(6) 30.4%
(b) SCM is managed by a Management Committee consisting of the principal stockholders of ARH Corp., MJDM Corp. and Four JK Corp. (Harvey Sandler, Michael Marocco and John Kornreich). All decisions regarding Sandler V, Sandler V FTE, Sandler Internet and Sandler Co-Investment's investment in the securities of the Issuer require the consent of the Management Committee. SCM currently has 5 other general partners, including a corporation owned by David Lee, a director of the Issuer. - -------- (2) Includes 507,960 shares of Common Stock issuable upon the conversion of the 50,796 shares of Series A Preferred Stock owned by Sandler V, 817,221 shares of Common Stock issuable upon the exercise of the Warrants owned by Sandler V and 242,075 shares of Common Stock issuable upon the exercise of the Options owned by Sandler V. (3) Includes 208,105 shares of Common Stock issuable upon the conversion of the 20,810.5 shares of Series A Preferred Stock owned by Sandler V FTE, 334,805.3 shares of Common Stock issuable upon the exercise of the Warrants owned by Sandler V FTE and 99,175 shares of Common Stock issuable upon the exercise of the Options owned by Sandler V FTE. (4) The reporting person disclaims beneficial ownership of these securities except to the extent of his/its equity interest therein. (5) Includes 52,459 shares of Common Stock issuable upon the conversion of 5,245.9 shares of Series A Preferred Stock owned by Sandler Internet, 84,397.5 shares of Common Stock issuable upon the exercise of the Warrants owned by Sandler Internet and 25,000 shares of Common Stock issuable upon the exercise of the Options owned by Sandler Internet. (6) Includes 13,115 shares of Common Stock issuable upon the conversion of 1,311.5 shares of Series A Preferred Stock owned by Sandler Co-Investment, 21,099.4 shares of Common Stock issuable upon the exercise of the Warrants owned by Sandler Co-Investment and 6,250 shares of Common Stock issuable upon the exercise of the Options owned by Sandler Co-Investment. Page 20 of 36 Sandler V has sole power to vote and to dispose of 1,567,256 shares of Common Stock (including 507,960 shares of Common Stock issuable upon the conversion of the Series A Preferred Stock, 817,221 shares of Common Stock issuable upon the exercise of the Warrants and 242,075 shares of Common Stock issuable upon the exercise of the Options), representing approximately 21.7% of the outstanding shares of Common Stock. Sandler V may be deemed to have shared power to vote and to dispose of 642,085.3 shares of Common Stock (including 208,105 shares of Common Stock issuable upon the conversion of the Series A Preferred Stock, 334,805.3 shares of Common Stock issuable upon the exercise of the Warrants and 99,175 shares of Common Stock issuable upon the exercise of the Options), representing approximately 10.0% of the outstanding shares of Common Stock. Sandler V FTE has sole power to vote and to dispose of 642,085.3 shares of Common Stock (including 208,105 shares of Common Stock issuable upon the conversion of the Series A Preferred Stock, 334,805.3 shares of Common Stock issuable upon the exercise of the Warrants and 99,175 shares of Common Stock issuable upon the exercise of the Options), representing approximately 10.0% of the outstanding shares of Common Stock. Sandler V FTE may be deemed to have shared power to vote and to dispose of 1,567,256 shares of Common Stock (including 507,960 shares of Common Stock issuable upon the conversion of the Series A Preferred Stock, 334,805.3 shares of Common Stock issuable upon the exercise of the Warrants and 242,075 shares of Common Stock issuable upon the exercise of the Options), representing approximately 21.7% of the outstanding shares of Common Stock. Sandler Internet has sole power to vote and to dispose of 161,856.5 shares of Common Stock (including 52,459 shares of Common Stock issuable upon the conversion of the Series A Preferred Stock, 84,397.5 shares of Common Stock issuable upon the exercise of the Warrants and 25,000 shares of Common Stock issuable upon the exercise of the Options), representing approximately 2.7% of the outstanding shares of Common Stock. Sandler Co-Investment has sole power to vote and to dispose of 40,464.4 shares of Common Stock (including 13,115 shares of Common Stock issuable upon the conversion of the Series A Preferred Stock, 21,099.4 shares of Common Stock issuable upon the exercise of the Warrants and 6,250 shares of Common Stock issuable upon the exercise of the Options), representing approximately 0.7% of the outstanding shares of Common Stock. By virtue of being the general partner of Sandler V, Sandler V FTE, Sandler Internet and Sandler Co-Investment, Sandler Investment Partners may be deemed to have shared power to vote and to dispose of 2,411,662.2 shares of Common Stock (including 781,639 shares of Common Stock issuable upon the conversion of the Series A Preferred Stock, 1,257,523.2 shares of Common Stock issuable upon the exercise of the Warrants and 372,500 shares of Common Stock issuable upon the exercise of the Options), representing approximately 30.4% of the outstanding shares of Common Stock. By virtue of being the general partner of Sandler Investment Partners, Sandler Capital Management may be deemed to have shared power to vote and to dispose of 2,411,662.2 shares of Common Stock (including 781,639 shares of Common Stock issuable upon the conversion of the Series A Preferred Stock, 1,257,523.2 shares of Common Stock issuable upon the exercise of the Page 21 of 36 Warrants and 372,500 shares of Common Stock issuable upon the exercise of the Options), representing approximately 30.4% of the outstanding shares of Common Stock. By virtue of being a general partner of Sandler Capital Management, each of ARH Corp., MJDM Corp., Four JK Corp. and Jirakal Corp., may be deemed to have shared power to vote and to dispose of 2,411,662.2 shares of Common Stock (including 781,639 shares of Common Stock issuable upon the conversion of the Series A Preferred Stock, 1,257,523.2 shares of Common Stock issuable upon the exercise of the Warrants and 372,500 shares of Common Stock issuable upon the exercise of the Options), representing approximately 30.4% of the outstanding shares of Common Stock. By virtue of being the sole stockholder of ARH Corp. and a member of the Management Committee of SCM, Harvey Sandler may be deemed to have shared power to vote and to dispose of 2,411,662.2 shares of Common Stock (including 781,639 shares of Common Stock issuable upon the conversion of the Series A Preferred Stock,1,257,523.2 shares of Common Stock issuable upon the exercise of the Warrants and 372,500 shares of Common Stock issuable upon the exercise of the Options), representing approximately 30.4% of the outstanding shares of Common Stock. By virtue of being the sole shareholder of MJDM Corp. and a member of the Management Committee of SCM, Michael Marocco may be deemed to have shared power to vote and to dispose of 2,411,662.2 shares of Common Stock (including 781,639 shares of Common Stock issuable upon the conversion of the Series A Preferred Stock, 1,257,523.2 shares of Common Stock issuable upon the exercise of the Warrants and 372,500 shares of Common Stock issuable upon the exercise of the Options), representing approximately 30.4% of the outstanding shares of Common Stock. By virtue of being the majority stockholder of Four JK Corp. and a member of the Management Committee of SCM, John Kornreich may be deemed to have shared power to vote and to dispose of 2,411,662.2 shares of Common Stock (including 781,639 shares of Common Stock issuable upon the conversion of the Series A Preferred Stock, 1,257,523.2 shares of Common Stock issuable upon the exercise of the Warrants and 372,500 shares of Common Stock issuable upon the exercise of the Options), representing approximately 30.4% of the outstanding shares of Common Stock. By virtue of being the sole shareholder of Jirakal Corp., David Lee may be deemed to have shared power to vote and to dispose of 2,411,662.2 shares of Common Stock (including 781,639 shares of Common Stock issuable upon the conversion of the Series A Preferred Stock, 1,257,523.2 shares of Common Stock issuable upon the exercise of the Warrants and 372,500 shares of Common Stock issuable upon the exercise of the Options), representing approximately 30.4% of the outstanding shares of Common Stock. (c) The following is a description of all transactions in shares of Common Stock of the Issuer by the reporting persons identified in Item 2 of this Schedule 13D effected during the sixty days prior to December 18, 2000: Page 22 of 36 Pursuant to an Assignment and Assumption of Securities Agreement by and between the Issuer, Sandler V and Sandler V FTE, dated as of December 18, 2000 ("Assignment and Assumption Agreement (Shares and Warrants)"), Sandler V assigned 20,810.5 of its shares of Series A Preferred Stock and 334,805.3 of its Warrants to purchase shares of the Issuer's Common Stock to Sandler V FTE. Additionally, pursuant to an Assignment and Assumption of Securities Agreement by and between Zach Lonstein, Chairman of the Board and Chief Executive Officer of the Issuer ("Lonstein"), Sandler V and Sandler V FTE, dated as of December 18, 2000 ("Assignment and Assumption Agreement (Options)"), Lonstein permitted Sandler V to assign 99,175 of its irrevocable options to purchase the Issuer's Common Stock to Sandler V FTE. Sandler V FTE transferred in the aggregate $7,934,003.13 to Sandler V for the Series A Preferred Stock, Warrants and Options. (d) No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of such securities. (e) Not applicable. ITEM 6. CONTRACTS ARRANGEMENTS UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Item 6 is hereby amended by adding the following paragraphs: Amended and Restated Option Agreement. Pursuant to an Amended and Restated Option Agreement, dated as of December 18, 2000, between Lonstein and Sandler V, Lonstein granted an irrevocable option to Sandler V to purchase up to 242,075 shares of Common Stock held by him at a purchase price of $25.00 per share. Option Agreement. Pursuant to an Option Agreement, dated as of December 18, 2000, between Lonstein and Sandler V FTE, Lonstein granted an irrevocable option to Sandler V FTE to purchase up to 99,175 shares of Common Stock held by him at a purchase price of $25.00 per share. Assignment and Assumption Agreement (Shares and Warrants). Pursuant to an Assignment and Assumption Agreement, dated as of December 18, 2000, Sandler V assigned 20,810.5 shares of the Issuer's Series A Preferred Stock and 334,805.3 Warrants to purchase the Issuer's Common Stock to Sandler V FTE. Assignment and Assumption Agreement (Options). Pursuant to an Assignment and Assumption Agreement, dated as of December 18, 2000, Sandler V assigned 99,175 of its irrevocable options to purchase shares of Common Stock of the Issuer at a price of $25.00 per share to Sandler V FTE." Accession Agreement. Pursuant to an Accession Agreement to the Stockholders Agreement, dated as of December 19, 2000, Sandler V FTE became a party to the Stockholders Agreement, dated as of December 11, 2000. Page 23 of 36 ITEM 7. MATERIALS TO BE FILED AS EXHIBITS Item 7 is hereby amended by adding the following paragraphs: Exhibit 9. Agreement among the reporting persons, effective as of December 18, 2000, by which they have agreed to file this Schedule 13D and all necessary amendments, as required by Rule 13d-1(f). Exhibit 10. Amended and Restated Option Agreement, dated as of December 18, 2000, between Sandler V and Lonstein. Exhibit 11. Option Agreement, dated as of December 18, 2000, between Lonstein and Sandler V FTE. Exhibit 12. Assignment and Assumption of Securities Agreement, dated of as December 18, 2000, by and among the Issuer, Sandler V (Assignor) and Sandler V FTE (Assignee) (Shares and Warrants). Exhibit 13. Assignment and Assumption of Securities Agreement, dated as of December 18, 2000, by and among the Issuer, Lonstein, Sandler V (Assignor) and Sandler V FTE (Assignee) (Options). Exhibit 14. Instrument of Accession, dated as of December 19, 2000, executed by Sandler V FTE. Page 24 of 36 SIGNATURE After reasonable inquiry and to the best of his/her/its knowledge and belief, each of the undersigned hereby certifies that the information set forth in this Schedule is true, complete and correct. Dated: January 9, 2001 SANDLER CAPITAL PARTNERS V, L.P. By: Sandler Investment Partners, L.P., General Partner By: Sandler Capital Management, General Partner By: MJDM Corp., a General Partner By: /s/ Moira Mitchell ----------------------------- Name: Moira Mitchell Title: President SANDLER CAPITAL PARTNERS V FTE, L.P. By: Sandler Investment Partners, L.P., General Partner By: Sandler Capital Management, General Partner By: MJDM Corp., a General Partner By: /s/ Moira Mitchell ----------------------------- Name: Moira Mitchell Title: President SANDLER INTERNET PARTNERS, L.P. By: Sandler Investment Partners, L.P., General Partner By: Sandler Capital Management, General Partner By: MJDM Corp., a General Partner By: /s/ Moira Mitchell ----------------------------- Name: Moira Mitchell Title: President Page 25 of 36 SANDLER CO-INVESTMENT PARTNERS, L.P. By: Sandler Investment Partners, L.P., General Partner By: Sandler Capital Management, General Partner By: MJDM Corp., a General Partner By: /s/ Moira Mitchell ----------------------------- Name: Moira Mitchell Title: President SANDLER INVESTMENT PARTNERS, L.P. By: Sandler Capital Management, General Partner By: MJDM Corp., a General Partner By: /s/ Moira Mitchell ---------------------------- Name: Moira Mitchell Title: President SANDLER CAPITAL MANAGEMENT By: MJDM Corp., a General Partner By: /s/ Moira Mitchell ---------------------------- Name: Moira Mitchell Title: President ARH CORP. By: /s/ Moira Mitchell ---------------------------- Name: Moira Mitchell Title: Secretary and Treasurer MJDM CORP. By: /s/ Moira Mitchell ---------------------------- Name: Moira Mitchell Title: President FOUR JK CORP. By: /s/ Moira Mitchell ---------------------------- Name: Moira Mitchell Title: President Page 26 of 36 JIRAKAL CORP. By: /s/ Moira Mitchell ---------------------------- Name: Moira Mitchell Title: President /s/ Harvey Sandler ---------------------------- Harvey Sandler /s/ Michael J. Marocco ---------------------------- Michael J. Marocco /s/ John Kornreich ---------------------------- John Kornreich /s/ David Lee ---------------------------- David Lee ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001). Page 27 of 36 The following Schedule sets forth a list of each of the other general partners of Sandler Capital Management (other than ARH Corp., MJDM Corp., Four JK Corp. and Jirakal Corp.), the executive officers and directors of each of the general partners of Sandler Capital Management, and the controlling persons of the other general partners of Sandler Capital Management, and contains the following information with respect to each such person: (i) name, (ii) business address, (iii) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted, and (iv) citizenship or state or other place of organization. SCHEDULE 1 OTHER GENERAL PARTNERS OF SANDLER CAPITAL MANAGEMENT
Citizenship or State or Other Present principal business and Name/Position Place of Organization address of its principal office - ------------- --------------------- ------------------------------- ALCR Corp., General Partner New York Investments 767 Fifth Avenue New York, New York 10153 Terpsi Corp., General Partner New York Investments 767 Fifth Avenue New York, New York 10153 Serf Corp., General Partner New York Investments 767 Fifth Avenue New York, New York 10153 Medg Corp., General Partner New York Investments 767 Fifth Avenue New York, New York 10153 EXECUTIVE OFFICERS AND DIRECTORS OF ARH CORP. Present principal occupation or employment and name, Citizenship or State or Other principal business and Name/Position Place of Organization address of employer - ------------- --------------------- ------------------- Jeffrey M. Levine, President United States Chief Financial Officer Sandler Enterprises 1555 North Park Drive Suite 101 Weston, Florida 33329
Page 28 of 36 Moira Mitchell, Secretary United States Administrative and Treasurer Sandler Capital Management 767 Fifth Avenue New York, New York 10153 Ricky Sandler, Director United States Investments Eminence Partners LLC 20 Park Avenue Suite 3300 New York, New York 10166
EXECUTIVE OFFICERS AND DIRECTORS OF MJDM CORP. Present principal occupation or employment and name, Citizenship or State or Other principal business and Name/Position Place of Organization address of employer - ------------- --------------------- ------------------- Moira Mitchell, President United States Administrative Sandler Capital Management 767 Fifth Avenue New York, New York 10153 Kathy Rose, Vice President, United States Administrative Treasurer and Secretary Sandler Capital Management 767 Fifth Avenue New York, New York 10153 Michael Todress, Director United States Accountant Todress and Rubin LLP 400 Post Avenue Suite 205 Westbury, New York 11590 EXECUTIVE OFFICERS AND DIRECTORS OF FOUR JK CORP. Present principal occupation or employment and name, Citizenship or State or Other principal business and Name/Position Place of Organization address of employer - ------------- --------------------- ------------------- Moira Mitchell, Director and United States Administrative President Sandler Capital Management 767 Fifth Avenue New York, New York 10153
Page 29 of 36 Kathy Rose, Vice President United States Administrative and Secretary Sandler Capital Management 767 Fifth Avenue New York, New York 10153
EXECUTIVE OFFICERS AND DIRECTORS OF JIRAKAL CORP. Present principal occupation or employment and name, Citizenship or State or Other principal business and Name/Position Place of Organization address of employer - ------------- --------------------- ------------------- Moira Mitchell, President United States Administrative Sandler Capital Management 767 Fifth Avenue New York, New York 10153 Kathy Rose, Vice President United States Administrative and Secretary Sandler Capital Management 767 Fifth Avenue New York, New York 10153 Michael Todress, Director United States Accountant Todress and Rubin LLP 400 Post Avenue Suite 205 Westbury, New York 11590 EXECUTIVE OFFICERS, DIRECTORS AND SHAREHOLDERS OF ALCR CORP. Present principal occupation or employment and name, Citizenship or State or Other principal business and Name/Position Place of Organization address of employer - ------------- --------------------- ------------------- Jeffrey M. Levine, President United States Chief Financial Officer Sandler Enterprises 1555 North Park Drive Suite 101 Weston, Florida 33329 Moira Mitchell, Vice United States Administrative President and Secretary Sandler Capital Management 767 Fifth Avenue New York, New York 10153
Page 30 of 36 Ricky Sandler, Director United States Investments Eminence Partners LLC 20 Park Avenue Suite 3300 New York, New York 10166 Andrew Sandler, Sole United States Managing Director Shareholder Sandler Capital Management 767 Fifth Avenue New York, New York 10153
EXECUTIVE OFFICERS, DIRECTORS AND SHAREHOLDERS OF TERPSI CORP. Present principal occupation or employment and name, Citizenship or State or Other principal business and Name/Position Place of Organization address of employer - ------------- --------------------- ------------------- Moira Mitchell, President United States Administrative Sandler Capital Management 767 Fifth Avenue New York, New York 10153 Kathy Rose, Vice President United States Administrative and Secretary Sandler Capital Management 767 Fifth Avenue New York, New York 10153 Michael Todress, Director United States Accountant Todress and Rubin LLP 400 Post Avenue Suite 205 Westbury, New York 11590 Hannah Stone, Sole United States Managing Director Shareholder Sandler Capital Management 767 Fifth Avenue New York, New York 10153
Page 31 of 36
EXECUTIVE OFFICERS, DIRECTORS AND SHAREHOLDERS OF SERF CORP. Present principal occupation or employment and name, Citizenship or State or Other principal business and Name/Position Place of Organization address of employer - ------------- --------------------- ------------------- Moira Mitchell, President United States Administrative Sandler Capital Management 767 Fifth Avenue New York, New York 10153 Kathy Rose, Vice President United States Administrative and Secretary Sandler Capital Management 767 Fifth Avenue New York, New York 10153 Michael Todress, Director United States Accountant Todress and Rubin LLP 400 Post Avenue Suite 205 Westbury, New York 11590 David Schimmel, Sole United States Managing Director Shareholder Sandler Capital Management 767 Fifth Avenue New York, New York 10153
Page 32 of 36
EXECUTIVE OFFICERS, DIRECTORS AND SHAREHOLDERS OF MEDG CORP. Present principal occupation or employment and name, Citizenship or State or Other principal business and Name/Position Place of Organization address of employer - ------------- --------------------- ------------------- Moira Mitchell, Director and United States Administrative President Sandler Capital Management 767 Fifth Avenue New York, New York 10153 Anthony Cimini, Director, United States Controller Vice President and Secretary Sandler Capital Management 767 Fifth Avenue New York, New York 10153 Edward Grinacoff, Sole United States Managing Director Shareholder Sandler Capital Management 767 Fifth Avenue New York, New York 10153
Page 33 of 36 EX-9 2 d24310_ex9.txt JOINT FILING AGREEMENT EXHIBIT 9 JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the securities of Infocrossing, Inc. and that this Agreement be filed as an Exhibit to such statement on Schedule 13D. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement effective as of the 18th day of December 2000. SANDLER CAPITAL PARTNERS V, L.P. By: Sandler Investment Partners, L.P., General Partner By: Sandler Capital Management, General Partner By: MJDM Corp., a General Partner By: /s/ Moira Mitchell ----------------------------- Name: Moira Mitchell Title: President SANDLER CAPITAL PARTNERS V FTE, L.P. By: Sandler Investment Partners, L.P., General Partner By: Sandler Capital Management, General Partner By: MJDM Corp., a General Partner By: /s/ Moira Mitchell ----------------------------- Name: Moira Mitchell Title: President SANDLER INTERNET PARTNERS, L.P. By: Sandler Investment Partners, L.P., General Partner By: Sandler Capital Management, General Partner By: MJDM Corp., a General Partner By: /s/ Moira Mitchell ----------------------------- Name: Moira Mitchell Title: President Page 34 of 36 SANDLER CO-INVESTMENT PARTNERS, L.P. By: Sandler Investment Partners, L.P., General Partner By: Sandler Capital Management, General Partner By: MJDM Corp., a General Partner By: /s/ Moira Mitchell ----------------------------- Name: Moira Mitchell Title: President SANDLER INVESTMENT PARTNERS, L.P. By: Sandler Capital Management, General Partner By: MJDM Corp., a General Partner By: /s/ Moira Mitchell ---------------------------- Name: Moira Mitchell Title: President SANDLER CAPITAL MANAGEMENT By: MJDM Corp., a General Partner By: /s/ Moira Mitchell ---------------------------- Name: Moira Mitchell Title: President ARH CORP. By: /s/ Moira Mitchell ---------------------------- Name: Moira Mitchell Title: Secretary and Treasurer MJDM CORP. By: /s/ Moira Mitchell ---------------------------- Name: Moira Mitchell Title: President Page 35 of 36 FOUR JK CORP. By: /s/ Moira Mitchell ---------------------------- Name: Moira Mitchell Title: President JIRAKAL CORP. By: /s/ Moira Mitchell ---------------------------- Name: Moira Mitchell Title: President /s/ Harvey Sandler ---------------------------- Harvey Sandler /s/ Michael J. Marocco ---------------------------- Michael J. Marocco /s/ John Kornreich ---------------------------- John Kornreich /s/ David Lee ---------------------------- David Lee Page 36 of 36 EX-10 3 d24310_ex10.txt AMENDED AND RESTATED OPTION AGREEMENT AMENDED AND RESTATED OPTION AGREEMENT AMENDED AND RESTATED OPTION AGREEMENT (this "Agreement") dated as of December 18th, 2000 between Sandler Capital Partners V, L.P. ("Optionee"), a Delaware limited partnership, and Zach Lonstein ("Lonstein"), an individual domiciled in the State of New York. W I T N E S S E T H: - - - - - - - - - - WHEREAS, Optionee is a purchaser under that certain Securities Purchase Agreement (the "Purchase Agreement") dated as of April 7, 2000 by and among Infocrossing, Inc. (the "Company") and certain purchasers set forth on Exhibit A attached thereto; and WHEREAS, Lonstein owns of record and beneficially 1,673,349 shares of the Common Stock, par value $.01 per share, of the Company ("Common Stock"); and WHEREAS, in order to induce Optionee to consummate the transactions contemplated by the Purchase Agreement, Lonstein has agreed to grant to Optionee the Option (as hereinafter defined) and the other rights provided herein. NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: 1. Option. (a) Grant of Option. Lonstein hereby grants to Optionee an irrevocable option (the "Option") to purchase up to 242,075 shares of Common Stock (the "Option Shares") at a purchase price of $25.00 per share (as adjusted from time to time pursuant to the next sentence, the "Purchase Price"). If at any time the outstanding shares of the Company's capital stock are changed into a different number of shares or a different class by reason of any reclassification, recapitalization, split-up, combination, exchange of shares or readjustment or if a stock dividend thereon is declared with a record date prior to the termination of this Agreement, then the number of Option Shares subject to the Option and the per share consideration to be paid by Purchaser upon exercise of the Option shall be appropriately adjusted. (b) Exercise of Option. The Option may be exercised in whole or in part, at any time, or from time to time, during the period commencing on the date hereof and ending on May 10, 2007 (the "Exercise Period"); provided, that to the extent that the exercise of the Option requires notification to be made under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), the Exercise Period shall be extended until that day which is the first to occur of (i) the thirtieth (30th) day following the expiration or termination of all applicable waiting periods under the HSR Act; (ii) the issuance, on any date after May 10, 2007, of a final, non-appealable determination by a court of competent jurisdiction prohibiting the exercise of the Option; or (iii) the determination by Optionee, on any date after May 10, 2007, that it will withdraw its Exercise Notice (as defined below) or withdraw or abandon any action contesting an unfavorable determination by the applicable authority under the HSR Act. (c) Exercise. Optionee shall exercise the Option by delivering a notice (the "Exercise Notice") to Lonstein specifying (i) the number of Option Shares with respect to which it intends to exercise the Option, and (ii) a date not less than three business days nor more than ten business days after the date on which the Exercise Notice is dated, on which the purchase and sale contemplated thereby is to be consummated (the "Option Closing Date"); provided, that, to the extent necessary, any Option Closing Date shall be automatically delayed until that date which is three business days after the termination or expiration of all applicable waiting periods under the HSR Act. No Exercise Notice shall be delivered after May 10, 2007. On the Option Closing Date, Lonstein will deliver to Optionee, at the offices of White & Case LLP, 1155 Avenue of the Americas, New York, New York, a certificate or certificates representing the Option Shares being purchased. Optionee will purchase such Option Shares from Lonstein by delivering to Lonstein an amount equal to the then effective Purchase Price per share of Common Stock multiplied by the number of Option Shares to be purchased on the relevant Option Closing Date. The aggregate Purchase Price with respect to the purchased Option Shares shall be paid by certified or bank cheque delivered in the amount of the aggregate Purchase Price tendered to Lonstein at the Option closing; provided that upon notice to Optionee given not less than two business days prior to the Closing Date, Lonstein may require that the aggregate Purchase Price with respect to the purchased Option Shares be paid by wire transfer of immediately available funds to an account or accounts designated by Lonstein at least two business day prior to the Option Closing Date. (d) HSR Filing. Optionee and Lonstein agree to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice all required pre-merger notification and report forms and other documents and exhibits required to be filed under the HSR Act to permit the exercise of the Option and to cooperate with each other to obtain the early termination of all applicable waiting periods. 2. Representations and Warranties of Lonstein. Lonstein hereby represents and warrants to Optionee as follows: (a) Ownership of Shares. Lonstein is the record and beneficial owner of the Option Shares. Lonstein has sole power of disposition, sole power of conversion and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all Option Shares, with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this Agreement. (b) Power; Binding Agreement. Lonstein has the legal capacity, power and authority to enter into and perform all of his obligations under this Agreement. The execution, delivery and performance of this Agreement by Lonstein will not violate any other agreement to which Lonstein is a party including, without limitation, any voting agreement, stockholders agreement or voting trust. This Agreement constitutes a valid and binding agreement of Lonstein, enforceable against Lonstein in accordance with its terms. There is no beneficiary or holder of a voting trust certificate or other interest of -2- any trust of which Lonstein is trustee whose consent is required for the execution and delivery of this Agreement or the consummation by Lonstein of the transactions contemplated hereby. (c) No Conflict. No filing with, and no permit, authorization, consent or approval of, any state or federal public body or authority is necessary for the execution of this Agreement by Lonstein and the consummation by Lonstein of the transactions contemplated hereby and none of the execution and delivery of this Agreement by Lonstein, the consummation by Lonstein of the transactions contemplated hereby or compliance by Lonstein with any of the provisions hereof shall result in a violation or breach of, or constitute (with or without notice of lapse of time or both) a default (or give rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind to which Lonstein is a party or by which such order, writ, injunction, decree, judgment, order, statute, rule or regulation applicable to Lonstein or any of Lonstein's properties or assets. (d) No Finder's Fees. Except as disclosed in the Purchase Agreement, no broker, investment banker, financial advisor or other person is entitled to any broker's, finder's, financial advisor's or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of Lonstein. (e) No Encumbrances. The Option Shares and the certificates representing such shares are now, and at all times during the term hereof will be, held by Lonstein, or by a nominee or custodian for the benefit of Lonstein, free and clear of all liens, claims, charges, security interests, options (other than the Option), rights, pledges, rights of first refusal or other adverse claims (as defined in the Uniform Commercial Code of the State of New York) or encumbrances whatsoever (collectively, "Encumbrances"), other than Encumbrances contained in that certain Amended and Restated Stockholders Agreement dated as of June 15, 2000 (the "Stockholders' Agreement") by and among the Company, DB Capital Investors, L.P., Sandler Capital Partners V FTE, L.P., Sandler Capital Partners V, L.P., Sandler Internet Partners, L.P., Sandler Co-Investment Partners, L.P., certain Management Stockholders of the Company and certain Non-Management Stockholders of the Company. (f) Reliance by Optionee. Lonstein understands and acknowledges that Optionee is entering into the Purchase Agreement in reliance upon Lonstein's execution and delivery of this Agreement. 3. Representations of Optionee. Optionee represents and warrants to Lonstein that: (i) Optionee is a limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full partnership power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (ii) the execution and delivery of this Agreement by such entity and the performance by it of its -3- obligations hereunder have been duly authorized by all necessary corporate action on the part of such entity; and (iii) this Agreement constitutes the legal, valid and binding obligation of such entity enforceable against such entity in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency and other similar laws affecting creditors' rights generally or by general principles, of equity. 4. Covenants of Lonstein. Lonstein covenants and agrees that Lonstein shall (a) at all times during the Exercise Period hold, free and clear of all Encumbrances (other than Encumbrances contained in the Stockholders' Agreement) that number of shares necessary to satisfy its obligations under this Agreement and (b) upon delivery of the Option Shares, the Option Shares will be subject to no (i) voting trust or shareholders agreement, proxy or other voting agreement, arrangement or understanding or (ii) Encumbrance. 5. Further Assurance and Adjustments. Lonstein shall, upon the reasonable request of Optionee, execute and deliver any additional documents necessary or desirable to effect any of the terms and provisions of this Agreement. If at any time the Option Shares are changed into a different number of shares or a different class by reason of any reclassification, recapitalization, split-up, combination, exchange of shares or readjustment of the Company's capital stock or if a stock dividend thereon is declared with a record date prior to the termination of this Agreement, then the number of Option Shares subject to this Agreement shall be appropriately adjusted. 6. Specific Performance. The parties hereto agree that if for any reason Lonstein failed to perform any of Lonstein's obligations under this Agreement, Optionee would be irreparably damaged and money damages would not constitute an adequate remedy. Accordingly, Optionee shall be entitled to specific performance and injunctive and other equitable relief to enforce the performance of such obligations by Lonstein. This provision is without prejudice to any other rights Optionee may have against Lonstein for failure to perform any of Lonstein's obligations under this Agreement. 7. Term. This Agreement shall commence on the date hereof and the Option shall end upon the later to occur of (x) 11:59 p.m. on May 10, 2007 or (y) the termination of the Exercise Period. 8. Binding Agreement. All authority and rights herein conferred or agreed to be conferred by Lonstein shall survive the death or incapacity of Lonstein. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, personal representatives, successor and assigns. 9. Notices. All notices, requests, consents and other communications hereunder shall be in writing and shall be hand delivered, delivered by courier with receipt acknowledged or mailed first class, certified mail, with postage prepaid, as follows: If to Parent or Optionee, to: c/o Sandler Capital Management -4- 767 Fifth Avenue 45th Floor New York, New York 10013 Attention: David C. Lee, Managing Director If to Lonstein, to: c/o Infocrossing, Inc. 2 Christie Heights Street Leonia, New Jersey 07605 With a copy to: Robinson & Cole LLP 695 E. Main Street Stamford, Connecticut 06904 Attention: Richard Krantz, Esq. 10. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to the principles of conflicts of law thereof. 11. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one instrument. 12. Severability. In case any provision in this Agreement shall be held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof will not in any way be affected or impaired thereby, unless the provisions held invalid shall substantially impair the benefits of the remaining portions of this Agreement. 13. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all other prior agreement and understandings, both written and oral, between the parties with respect to the subject matter hereof. 14. Amendments, Waivers, Etc. This Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated, except upon the execution and delivery of a written agreement executed by the relevant parties. 15. No Waiver. The failure of any party hereto to exercise any right, power or remedy provided under this Agreement or otherwise available in respect hereof at law or in equity, or to insist upon compliance by any other party hereto with its obligations hereunder, and any custom or practice of the parties at variance with the terms hereof shall not constitute a -5- waiver by such party of its right to exercise any such or other right, power or remedy or to demand such compliance. 16. Descriptive Headings. The descriptive headings used herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement. -6- IN WITNESS WHEREOF, Optionee and Lonstein have caused this Agreement to be duly executed as of the day and year first written above. ZACH LONSTEIN /s/ Zach Lonstein ---------------------- SANDLER CAPITAL PARTNERS V, L.P. By: Sandler Investment Partners, L.P., General Partner By: Sandler Capital Management, General Partner By: MJDM Corp., General Partner By: /s/ Moira Mitchell ---------------------- Name: Moira Mitchell Title: President EX-11 4 d24310_ex11.txt OPTION AGREEMENT OPTION AGREEMENT OPTION AGREEMENT (this "Agreement") dated as of December 18th, 2000 between Sandler Capital Partners V FTE, L.P. ("Optionee"), a Delaware limited partnership, and Zach Lonstein ("Lonstein"), an individual domiciled in the State of New York. W I T N E S S E T H: - - - - - - - - - - WHEREAS, Optionee is a purchaser under that certain Securities Purchase Agreement (the "Purchase Agreement") dated as of April 7, 2000 by and among Infocrossing, Inc. (the "Company") and certain purchasers set forth on Exhibit A attached thereto; and WHEREAS, Lonstein owns of record and beneficially 1,673,349 shares of the Common Stock, par value $.01 per share, of the Company ("Common Stock"); and WHEREAS, in order to induce Optionee to consummate the transactions contemplated by the Purchase Agreement, Lonstein has agreed to grant to Optionee the Option (as hereinafter defined) and the other rights provided herein. NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: 1. Option. (a) Grant of Option. Lonstein hereby grants to Optionee an irrevocable option (the "Option") to purchase up to 99,175 shares of Common Stock (the "Option Shares") at a purchase price of $25.00 per share (as adjusted from time to time pursuant to the next sentence, the "Purchase Price"). If at any time the outstanding shares of the Company's capital stock are changed into a different number of shares or a different class by reason of any reclassification, recapitalization, split-up, combination, exchange of shares or readjustment or if a stock dividend thereon is declared with a record date prior to the termination of this Agreement, then the number of Option Shares subject to the Option and the per share consideration to be paid by Purchaser upon exercise of the Option shall be appropriately adjusted. (b) Exercise of Option. The Option may be exercised in whole or in part, at any time, or from time to time, during the period commencing on the date hereof and ending on May 10, 2007 (the "Exercise Period"); provided, that to the extent that the exercise of the Option requires notification to be made under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), the Exercise Period shall be extended until that day which is the first to occur of (i) the thirtieth (30th) day following the expiration or termination of all applicable waiting periods under the HSR Act; (ii) the issuance, on any date after May 10, 2007, of a final, non-appealable determination by a court of competent jurisdiction prohibiting the exercise of the Option; or (iii) the determination by Optionee, on any date after May 10, 2007, that it will withdraw its Exercise Notice (as defined below) or withdraw or abandon any action contesting an unfavorable determination by the applicable authority under the HSR Act. (c) Exercise. Optionee shall exercise the Option by delivering a notice (the "Exercise Notice") to Lonstein specifying (i) the number of Option Shares with respect to which it intends to exercise the Option, and (ii) a date not less than three business days nor more than ten business days after the date on which the Exercise Notice is dated, on which the purchase and sale contemplated thereby is to be consummated (the "Option Closing Date"); provided, that, to the extent necessary, any Option Closing Date shall be automatically delayed until that date which is three business days after the termination or expiration of all applicable waiting periods under the HSR Act. No Exercise Notice shall be delivered after May 10, 2007. On the Option Closing Date, Lonstein will deliver to Optionee, at the offices of White & Case LLP, 1155 Avenue of the Americas, New York, New York, a certificate or certificates representing the Option Shares being purchased. Optionee will purchase such Option Shares from Lonstein by delivering to Lonstein an amount equal to the then effective Purchase Price per share of Common Stock multiplied by the number of Option Shares to be purchased on the relevant Option Closing Date. The aggregate Purchase Price with respect to the purchased Option Shares shall be paid by certified or bank cheque delivered in the amount of the aggregate Purchase Price tendered to Lonstein at the Option closing; provided that upon notice to Optionee given not less than two business days prior to the Closing Date, Lonstein may require that the aggregate Purchase Price with respect to the purchased Option Shares be paid by wire transfer of immediately available funds to an account or accounts designated by Lonstein at least two business day prior to the Option Closing Date. (d) HSR Filing. Optionee and Lonstein agree to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice all required pre-merger notification and report forms and other documents and exhibits required to be filed under the HSR Act to permit the exercise of the Option and to cooperate with each other to obtain the early termination of all applicable waiting periods. 2. Representations and Warranties of Lonstein. Lonstein hereby represents and warrants to Optionee as follows: (a) Ownership of Shares. Lonstein is the record and beneficial owner of the Option Shares. Lonstein has sole power of disposition, sole power of conversion and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all Option Shares, with no limitations, qualifications or restrictions on such rights, subject to applicable securities laws and the terms of this Agreement. (b) Power; Binding Agreement. Lonstein has the legal capacity, power and authority to enter into and perform all of his obligations under this Agreement. The execution, delivery and performance of this Agreement by Lonstein will not violate any other agreement to which Lonstein is a party including, without limitation, any voting agreement, stockholders agreement or voting trust. This Agreement constitutes a valid and binding agreement of Lonstein, enforceable against Lonstein in accordance with its terms. There is no beneficiary or holder of a voting trust certificate or other interest of -2- any trust of which Lonstein is trustee whose consent is required for the execution and delivery of this Agreement or the consummation by Lonstein of the transactions contemplated hereby. (c) No Conflict. No filing with, and no permit, authorization, consent or approval of, any state or federal public body or authority is necessary for the execution of this Agreement by Lonstein and the consummation by Lonstein of the transactions contemplated hereby and none of the execution and delivery of this Agreement by Lonstein, the consummation by Lonstein of the transactions contemplated hereby or compliance by Lonstein with any of the provisions hereof shall result in a violation or breach of, or constitute (with or without notice of lapse of time or both) a default (or give rise to any third party right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind to which Lonstein is a party or by which such order, writ, injunction, decree, judgment, order, statute, rule or regulation applicable to Lonstein or any of Lonstein's properties or assets. (d) No Finder's Fees. Except as disclosed in the Purchase Agreement, no broker, investment banker, financial advisor or other person is entitled to any broker's, finder's, financial advisor's or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of Lonstein. (e) No Encumbrances. The Option Shares and the certificates representing such shares are now, and at all times during the term hereof will be, held by Lonstein, or by a nominee or custodian for the benefit of Lonstein, free and clear of all liens, claims, charges, security interests, options (other than the Option), rights, pledges, rights of first refusal or other adverse claims (as defined in the Uniform Commercial Code of the State of New York) or encumbrances whatsoever (collectively, "Encumbrances"), other than Encumbrances contained in that certain Amended and Restated Stockholders Agreement dated as of June 15, 2000 (the "Stockholders Agreement") by and among the Company, DB Capital Investors, L.P., Sandler Capital Partners V, L.P., Sandler Capital Partners V FTE, L.P. Sandler Internet Partners, L.P., Sandler Co-Investment Partners, L.P., certain Management Stockholders of the Company and certain Non-Management Stockholders of the Company. (f) Reliance by Optionee. Lonstein understands and acknowledges that Optionee is entering into the Purchase Agreement in reliance upon Lonstein's execution and delivery of this Agreement. 3. Representations of Optionee. Optionee represents and warrants to Lonstein that: (i) Optionee is a limited partnership duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full partnership power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (ii) the execution and delivery of this Agreement by such entity and the performance by it of its -3- obligations hereunder have been duly authorized by all necessary corporate action on the part of such entity; and (iii) this Agreement constitutes the legal, valid and binding obligation of such entity enforceable against such entity in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency and other similar laws affecting creditors' rights generally or by general principles, of equity. 4. Covenants of Lonstein. Lonstein covenants and agrees that Lonstein shall (a) at all times during the Exercise Period hold, free and clear of all Encumbrances (other than Encumbrances contained in the Stockholders' Agreement) that number of shares necessary to satisfy its obligations under this Agreement and (b) upon delivery of the Option Shares, the Option Shares will be subject to no (i) voting trust or shareholders agreement, proxy or other voting agreement, arrangement or understanding or (ii) Encumbrance. 5. Further Assurance and Adjustments. Lonstein shall, upon the reasonable request of Optionee, execute and deliver any additional documents necessary or desirable to effect any of the terms and provisions of this Agreement. If at any time the Option Shares are changed into a different number of shares or a different class by reason of any reclassification, recapitalization, split-up, combination, exchange of shares or readjustment of the Company's capital stock or if a stock dividend thereon is declared with a record date prior to the termination of this Agreement, then the number of Option Shares subject to this Agreement shall be appropriately adjusted. 6. Specific Performance. The parties hereto agree that if for any reason Lonstein failed to perform any of Lonstein's obligations under this Agreement, Optionee would be irreparably damaged and money damages would not constitute an adequate remedy. Accordingly, Optionee shall be entitled to specific performance and injunctive and other equitable relief to enforce the performance of such obligations by Lonstein. This provision is without prejudice to any other rights Optionee may have against Lonstein for failure to perform any of Lonstein's obligations under this Agreement. 7. Term. This Agreement shall commence on the date hereof and the Option shall end upon the later to occur of (x) 11:59 p.m. on May 10, 2007 or (y) the termination of the Exercise Period. 8. Binding Agreement. All authority and rights herein conferred or agreed to be conferred by Lonstein shall survive the death or incapacity of Lonstein. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, personal representatives, successor and assigns. 9. Notices. All notices, requests, consents and other communications hereunder shall be in writing and shall be hand delivered, delivered by courier with receipt acknowledged or mailed first class, certified mail, with postage prepaid, as follows: If to Parent or Optionee, to: c/o Sandler Capital Management -4- 767 Fifth Avenue 45th Floor New York, New York 10013 Attention: David C. Lee, Managing Director If to Lonstein, to: c/o Infocrossing, Inc. 2 Christie Heights Street Leonia, New Jersey 07605 With a copy to: Robinson & Cole LLP 695 E. Main Street Stamford, Connecticut 06904 Attention: Richard Krantz, Esq. 10. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to the principles of conflicts of law thereof. 11. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one instrument. 12. Severability. In case any provision in this Agreement shall be held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof will not in any way be affected or impaired thereby, unless the provisions held invalid shall substantially impair the benefits of the remaining portions of this Agreement. 13. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all other prior agreement and understandings, both written and oral, between the parties with respect to the subject matter hereof. 14. Amendments, Waivers, Etc. This Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated, except upon the execution and delivery of a written agreement executed by the relevant parties. 15. No Waiver. The failure of any party hereto to exercise any right, power or remedy provided under this Agreement or otherwise available in respect hereof at law or in equity, or to insist upon compliance by any other party hereto with its obligations hereunder, and any custom or practice of the parties at variance with the terms hereof shall not constitute a waiver by such party of its right to exercise any such or other right, power or remedy or to demand such compliance. -5- 16. Descriptive Headings. The descriptive headings used herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement. -6- IN WITNESS WHEREOF, Optionee and Lonstein have caused this Agreement to be duly executed as of the day and year first written above. ZACH LONSTEIN /s/ Zach Lonstein ------------------------------------------ SANDLER CAPITAL PARTNERS V FTE, L.P. By: Sandler Investment Partners, L.P., General Partner By: Sandler Capital Management, General Partner By: MJDM Corp., General Partner By: /s/ Moira Mitchell ------------------------ Name: Moira Mitchell Title: President EX-12 5 d24310_ex12.txt ASSIGNMENT AND ASSUMPTION OF SECURITIES AGREEMENT ASSIGNMENT AND ASSUMPTION OF SECURITIES ASSIGNMENT AND ASSUMPTION OF SECURITIES AGREEMENT, dated as of December 18th, 2000, by and between Infocrossing, Inc., a Delaware corporation (the "Company"), Sandler Capital Partners V, L.P. (the "Assignor"), and Sandler Capital Partners V FTE, L.P. (the "Assignee"). Capitalized terms used herein, unless otherwise defined herein, shall have the meanings assigned to such terms in the Securities Purchase Agreement referred to below. W I T N E S S E T H: - - - - - - - - - - WHEREAS, the Company, DB Capital Investors, L.P. and the Assignor are parties to a Securities Purchase Agreement, dated as of April 7, 2000 (the "Securities Purchase Agreement"); WHEREAS, the Assignor desires to assign its interest in a certain number of the Securities to the Assignee; WHEREAS, the Company desires to permit the assignment of certain of the Assignor's interests in the Securities to the Assignee. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, the Assignor and the Assignee agree as follows: 1. The Assignor by this instrument does hereby absolutely assign, convey, grant, transfer and deliver unto the Assignees all of the Assignor's right, title and interest existing at the time of this Agreement in the Securities set forth below and all of Assignors' rights and obligations under the Securities Purchase Agreement with respect to the Securities set forth below. Shares of Assignor Series A Preferred Stock Warrants - -------------------------------------------------------------------------------- Sandler Capital Partners V, 20,810.5 334,805.3 L.P. - -------------------------------------------------------------------------------- 2. The Assignee hereby assumes and agrees to pay or cause to be paid or otherwise discharge, perform and fulfill or cause to be discharged, performed and fulfilled, as they become due and payable all obligations of the Assignor arising on or subsequent to the Closing Date which arise out of or are related to the Securities Purchase Agreement. Shares of Assignee Series A Preferred Stock Warrants - -------------------------------------------------------------------------------- Sandler Capital Partners V 20,810.5 334,805.3 FTE, L.P. - -------------------------------------------------------------------------------- 3. By its execution and delivery hereof the Company consents to the assignment and assumption contemplated hereby and releases the Assignor in full from any obligation or liability of any nature whatsoever with respect to the Securities listed above which the Assignor may have had under the Securities Purchase Agreement. 4. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAW THEREOF. 5. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement. Each party need not sign the same counterpart. -2- IN WITNESS WHEREOF, the Company, the Assignor and the Assignee have caused this Agreement to be signed on its behalf by its officer thereunto duly authorized as of the date first written above. INFOCROSSING, INC. By: /s/ Zach Lonstein ---------------------------------- Name: Zach Lonstein Title: Chairman ASSIGNOR: SANDLER CAPITAL PARTNERS V, L.P. By: Sandler Investment Partners, L.P., General Partner By: Sandler Capital Management, General Partner By: MJDM Corp., a General Partner By /s/ Moira Mitchell ------------------------------------------------ Name: Moira Mitchell Title: President -4- ASSIGNEE: SANDLER CAPITAL PARTNERS V FTE, L.P. By: Sandler Investment Partners, L.P., General Partner By: Sandler Capital Management, General Partner By: MJDM Corp., a General Partner By /s/ Moira Mitchell ------------------------------------------------ Name: Moira Mitchell Title: President -5- EX-13 6 d24310_ex13.txt ASSIGNMENT AND ASSUMPTION OF SECURITIES AGREEMENT ASSIGNMENT AND ASSUMPTION OF SECURITIES ASSIGNMENT AND ASSUMPTION OF SECURITIES AGREEMENT, dated as of December 18th, 2000, by and between Zach Lonstein ("Lonstein"), Sandler Capital Partners V, L.P. (the "Assignor"), and Sandler Capital Partners V FTE, L.P. (the "Assignee"). Capitalized terms used herein, unless otherwise defined herein, shall have the meanings assigned to such terms in the Option Agreement referred to below. W I T N E S S E T H: - - - - - - - - - - WHEREAS, Lonstein and the Assignor are parties to an Option Agreement dated as of May 10, 2000 (the "Option Agreement"); WHEREAS, the Assignor desires to assign its interest in a certain number of the Option Shares to the Assignee; WHEREAS, Lonstein desires to permit the assignment of certain of the Assignor's Option Shares to the Assignee. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lonstein, the Assignor and the Assignee agree as follows: 1. The Assignor by this instrument does hereby absolutely assign, convey, grant, transfer and deliver unto the Assignees all of the Assignor's right, title and interest existing at the time of this Agreement in the Option Shares set forth below and all of Assignors' rights and obligations under the Option Agreement with respect to the Option Shares set forth below. Assignor Option Shares - -------------------------------------------------------------------------------- Sandler Capital Partners V, L.P. 99,175 - -------------------------------------------------------------------------------- 2. The Assignee hereby assumes and agrees to pay or cause to be paid or otherwise discharge, perform and fulfill or cause to be discharged, performed and fulfilled, as they become due and payable all obligations of the Assignor arising on or subsequent to the Closing Date which arise out of or are related to the Option Agreement. Assignee Option Shares - -------------------------------------------------------------------------------- Sandler Capital Partners V FTE, L.P. 99,175 - -------------------------------------------------------------------------------- 3. By its execution and delivery hereof Lonstein consents to the assignment and assumption contemplated hereby and releases the Assignor in full from any obligation or liability of any nature whatsoever with respect to the Option Shares listed above which the Assignor may have had under the Option Agreement. 4. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAW THEREOF. 5. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement. Each party need not sign the same counterpart. -2- IN WITNESS WHEREOF, Lonstein, the Assignor and the Assignee have caused this Agreement to be signed on its behalf by its officer thereunto duly authorized as of the date first written above. ZACH LONSTEIN /s/ Zach Lonstein ------------------------ ASSIGNOR: SANDLER CAPITAL PARTNERS V, L.P. By: Sandler Investment Partners, L.P., General Partner By: Sandler Capital Management, General Partner By: MJDM Corp., a General Partner By /s/ Moira Mitchell ------------------------------------------------ Name: Moira Mitchell Title: President -4- ASSIGNEE: SANDLER CAPITAL PARTNERS V FTE, L.P. By: Sandler Investment Partners, L.P., General Partner By: Sandler Capital Management, General Partner By: MJDM Corp., a General Partner By /s/ Moira Mitchell --------------------------------------------------- Name: Moira Mitchell Title: President -5- EX-14 7 d24310_ex14.txt INSTRUMENT OF ACCESSION INSTRUMENT OF ACCESSION The undersigned, by execution of this instrument of accession as of this 19th day of December, 2000, hereby agrees to become a party to, and to be bound by, as if it had been an original signatory thereto, the Amended and Restated Stockholders' Agreement (the "Stockholders' Agreement") dated as of December 11, 2000, by and among Infocrossing, Inc. ("Infocrossing") DB Capital Investors, L.P., ("DB Capital") Sandler Capital Partners V, L.P., Sandler Internet Partners, L.P., Sandler Co-Investment Partners, L.P., (the "Sandler Entities") the Management Stockholders listed on Schedule A thereto and the Non-Management Stockholders listed on Schedule B thereto and to the Registration Rights Agreement (the "Registration Rights Agreement") by and among Infocrossing, DB Capital, the Sandler Entities and Zach Lonstein, a resident of the State of New York, dated as of May 10, 2000. This Instrument of Accession shall take effect and shall become a part of the Stockholders Agreement and Registration Rights Agreement immediately upon execution. Executed as of the date set forth above under the laws of the State of New York, United States of America, without reference to the conflict of laws principles thereof. SANDLER CAPITAL PARTNERS V FTE, L.P. By: Sandler Investment Partners, L.P. General Partner By: Sandler Capital Management General Partner By: MJDM Corp., a General Partner By: /s/ Moira Mitchell ------------------------------- Name: Moira Mitchell Title: President -----END PRIVACY-ENHANCED MESSAGE-----