-----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, LHn/ZuZDUaYNG9pqACQZIsVqixqXG4a5B1LORiz7QYSzIzuuuZVIrEsrQgc0aLcf nQsGBZ70vDXV+GZv/4DUZg== 0000893816-03-000025.txt : 20031103 0000893816-03-000025.hdr.sgml : 20031103 20031103140942 ACCESSION NUMBER: 0000893816-03-000025 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20031103 EFFECTIVENESS DATE: 20031103 FILER: 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-110191 FILM NUMBER: 03972484 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 S-8 1 s8_2002.txt REGISTER 2002 OPTION PLAN As filed with the Securities and Exchange Commission November 3, 2003 Registration Statement No. 333-______ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------------- INFOCROSSING, INC. ------------------------------------------------------ (Exact Name of Registrant as Specified in Its Charter) Delaware 13-325-2333 --------------------------------- ------------------- (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification No.) 2 Christie Heights Street Leonia, NJ 07605 -------------------------------------------- (Address of Principal Executive Offices) 2002 STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN OF INFOCROSSING, INC. --------------------------------------------------- (Full Title of the Plan) Zach Lonstein Chief Executive Officer Infocrossing, Inc. 2 Christie Heights Street Leonia, NJ 07605 --------------------------------------- (Name and Address of Agent for Service) (201) 840-4700 ------------------------------------------------------------- (Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE ================================================================================================================================ - --------------------------------- ----------------------- ----------------------- ---------------------- ----------------------- Proposed Maximum Proposed Maximum Amount of Title of Securities to be Amount to be Offering Price Aggregate Registration Fee Registered Registered (1) Per Share Offering Price - --------------------------------- ----------------------- ----------------------- ---------------------- ----------------------- Common Stock, $.01 par value per share 1,000,000 shares $ 9.25 (2) $9,250,000 (2) $ 748.33 ================================= ======================= ======================= ====================== =======================
(1) Plus, in accordance with Rule 416(c) of the Securities Act of 1933, as amended (the "Securities Act"), such indeterminate number of shares as may become subject to options under the Infocrossing, Inc. 2002 Stock Option and Stock Appreciation Rights Plan (the "Plan") as a result of the adjustment provisions therein. (2) Estimated solely for the purpose of determining the amount of the registration fee and, pursuant to Rules 457(c) and 457(h) of the Securities Act, based upon the average of the bid and asked prices of the Common Stock reported by the National Association of Securities Dealers, Inc. on October 24, 2003. This registration statement on Form S-8 is filed to register 1,000,000 shares of the common stock of Infocrossing, Inc., par value $0.01 per share, that have been authorized for issuance under the Plan. On June 25, 2002, the shareholders of Infocrossing, Inc. approved a resolution to adopt the Plan and to set the number of authorized shares of the Company's common stock issuable thereunder to 1,000,000. Approximate date of commencement of proposed sale to the public: The common stock obtained upon the exercise of options issued pursuant to the Plan may be offered and sold by the holders thereof from time to time after the effectiveness of this Registration Statement. The Registrant's Proxy Statement for the Annual Meeting held June 25, 2002, Annual Report on Form 10-K for December 31, 2002 and the Quarterly Reports for March 31, 2003 amd June 30, 2003 are included herein by reference. The contents of Registration Statements Nos. 33-89160, 33-31875 and 333-86601 are incorporated herein by reference. -1- Exhibits. 5. Opinion of Robinson & Cole LLP regarding legality (filed herewith). 23(a). Consent of Ernst & Young, LLP (filed herewith). 23(b). Consent of Robinson & Cole LLP (contained in Exhibit 5). 24. Power of Attorney (filed herewith as part of the Signature Page). -2- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Leonia, State of New Jersey, on this 30th day of October, 2003. INFOCROSSING, INC. By: /s/ ---------------------------- Zach Lonstein, Chief Executive Officer & Chairman of the Board POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Zach Lonstein his or her true and lawful attorney-in-fact and agent, acting alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, acting alone, or his substitute or substitutes may lawfully do and cause to be done by virtue thereof. -3- Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on October 30, 2003 in the capacities indicated. Signature Title Chief Executive Officer & /s/ Chairman of the Board of Directors - --------------------------- Zach Lonstein President & Chief Operating Officer /s/ and a Director - --------------------------- Robert B. Wallach /s/ Senior Vice President of Finance - --------------------------- William J. McHale /s/ Director - --------------------------- Peter J. DaPuzzo /s/ Director - --------------------------- Kathleen A. Perone /s/ Director - --------------------------- Michael B. Targoff -4- INDEX TO EXHIBITS EXHIBIT NO. EXHIBIT PAGE NO. 5. Opinion of Robinson & Cole LLP regarding legality. 7 23(a). Consent of Ernst & Young, LLP. 8 23(b). Consent of Robinson & Cole LLP. Contained in Exhibit 5 24. Power of Attorney. Filed as part of the Signature Page EX-5 2 ex5-s8.txt ROBINSON & COLE OPINION ROBINSON & COLE, LLP Financial Centre 695 East Main Street P.O. Box 10305 Stamford, CT 06904-2305 Main (203) 462-7500 Fax (203) 462-7599 October 29, 2003 Infocrossing, Inc. Two Christie Heights Street Leonia, NJ 07605 Re: Registration Statement on Form S-8 Ladies and Gentlemen: We have acted as counsel to Infocrossing, Inc, a Delaware corporation (the "Company"), in connection with the preparation of a Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission (the "Registration Statement") with respect to the registration under the Securities Act of 1933, as amended, of 1,000,000 shares (the "Shares") of Common Stock, $.01 par value, of the Company (the "Common Stock"), subject to issuance by the Company upon exercise of options granted under the Infocrossing, Inc. 2002 Stock Option and Stock Appreciation Rights Plan (the "Plan"). We have examined the originals or certified copies of such corporate records, certificates of officers of the Company and/or public officials and such other documents and have made such other factual and legal investigations as we have deemed relevant and necessary as the basis for the opinions set forth below. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as conformed or photostatic copies and the authenticity of the originals of such copies. Based on our examination mentioned above, subject to the assumptions stated above and relying on the statements of fact contained in the documents that we have examined, we are of the opinion that (i) the issuance by the Company of the Shares has been duly authorized and (ii) when issued in accordance with the terms of the Plan, the Shares will be duly and validly issued, fully paid and non-assessable shares of Common Stock. We are admitted to practice in the State of Connecticut, and are not admitted to practice in the State of Delaware. However, for the limited purposes of our opinion set forth above, we are generally familiar with the General Corporation Law of the State of Delaware (the "DGCL") as presently in effect and have made such inquiries as we consider necessary to render this opinion with respect to a Delaware corporation. This opinion letter is limited to the laws of the State of Connecticut and, to the limited extent set forth above, the DGCL, as such laws presently exist and to the facts as they presently exist. We express no opinion with respect to the effect or applicability of the laws of any other jurisdiction. We assume no obligation to revise or supplement this opinion letter should the laws of such jurisdictions be changed after the date hereof by legislative action, judicial decision or otherwise. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the General Rules and Regulations of the Securities and Exchange Commission. Very truly yours, ROBINSON & COLE LLP By: /s/ Richard A. Krantz ------------------------------------- Richard A. Krantz, a partner EX-23 3 ex23-s8.txt ERNST & YOUNG CONSENT CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2002 Stock Option and Stock Appreciation Rights Plan of Infocrossing, Inc. of our report dated February 19, 2003, with respect to the consolidated financial statements and schedule of Infocrossing, Inc. and subsidiaries included in its Annual Report (Form 10-K) for the year ended December 31, 2002, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP New York, New York October 29, 2003 -----END PRIVACY-ENHANCED MESSAGE-----