-----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, Hfzp3jIHWYvSxLMZep1qlFHQM4V41mh6KXY39N7W9maf0kpTiaS+mI9JoOI7BaUz jdFrUnCNA5oA8c6FDKnATQ== 0000893816-07-000055.txt : 20070918 0000893816-07-000055.hdr.sgml : 20070918 20070918130816 ACCESSION NUMBER: 0000893816-07-000055 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070918 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070918 DATE AS OF CHANGE: 20070918 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20824 FILM NUMBER: 071121916 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 8-K 1 k8_wipro90.txt WIPRO ANNOUNCES COMPLETION OF TENDER OFFER ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------------ Date of Report (Date of earliest event reported) September 18, 2007 INFOCROSSING, INC. (Exact name of registrant as specified in its charter) DELAWARE 0-20824 13-3252333 (State or other jurisdiction (Commission (IRS Employer Of incorporation) File Number) Identification No.) 2 CHRISTIE HEIGHTS STREET LEONIA, NEW JERSEY 07605 (Address of principal executive offices) (Zip Code) (201) 840-4700 (Registrant's telephone number, including area code.) N/A (Former name and former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A. 2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240. 14a- 12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240. 14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. 13e-4(c)) SAFE HARBOR FOR FORWARD-LOOKING AND CAUTIONARY STATEMENTS This report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. As such, final results could differ from estimates or expectations due to risks and uncertainties, including, but not limited to: completion of the tender offer and merger; incomplete or preliminary information; changes in government regulations and policies; continued acceptance of the Company's products and services in the marketplace; competitive factors; closing contracts with new customers and renewing contracts with existing customers on favorable terms; expanding services to existing customers; new products; technological changes; the Company's dependence upon third-party suppliers; intellectual property rights; difficulties with the identification, completion, and integration of acquisitions; and other risks. For any of these factors, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, as amended. ITEM 8.01 OTHER EVENTS Wipro Limited (NYSE:WIT) today announced, by means of the press release attached as Exhibit 99 hereto, the completion of the tender offer by its indirect wholly-owned subsidiary, Roxy Acquisition Corp., for all outstanding shares of Infocrossing, Inc. (NASDAQ:IFOX) at a price of $18.70 per share in cash. The preceding is qualified in its entirety by reference to the press release which is filed herewith. ITEM 9.01(d) EXHIBITS The following materials are attached as exhibits to this Current Report on Form 8-K: EXHIBIT NUMBER DESCRIPTION 99 Press Release of Wipro Limited SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: September 18, 2007 INFOCROSSING, INC. Registrant By: /s/ NICHOLAS J. LETIZIA --------------------------- Name: Nicholas J. Letizia Title: SVP, General Counsel & Secretary EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - ---------- -------------------------------------------------------------------- 99 Press Release of Wipro Limited ================================================================================ EX-99 2 x99_wipro90.txt WIPRO PRESS RELEASE Exhibit 99 WIPRO [LOGO] WIPRO COMPLETES CASH TENDER OFFER FOR INFOCROSSING Bangalore, India -- September 18, 2007 -- Wipro Limited (NYSE:WIT) today announced the completion of the tender offer by its indirect wholly-owned subsidiary, Roxy Acquisition Corp., for all outstanding shares of Infocrossing, Inc. (NASDAQ:IFOX) at a price of $18.70 per share in cash. The tender offer expired at 11:59 pm, New York City time, on Monday, September 17, 2007. The depositary for the tender offer has advised Wipro that, as of the expiration of the tender offer, approximately 20,465,514 shares had been validly tendered and not withdrawn in the tender offer, and such tendered shares (together with all shares tendered pursuant to guaranteed delivery procedures) represent approximately 100% of Infocrossing's issued and outstanding shares. All validly tendered shares have been accepted for payment in accordance with the terms of the tender offer. Assuming the receipt of a sufficient number of shares tendered pursuant to guaranteed delivery procedures to ensure that Wipro holds at least 90% of Infocrossing's outstanding shares, Wipro intends to complete the acquisition of Infocrossing through a short-form merger as soon as practicable. If necessary, Wipro intends to exercise its option under the merger agreement to purchase newly issued Infocrossing shares in order to ensure ownership of at least 90 percent of the outstanding Infocrossing shares to complete the short-form merger. In the short-form merger, all outstanding Infocrossing shares not purchased in the tender offer will be converted into the right to receive $18.70 per share in cash. FORWARD-LOOKING STATEMENTS Any statements made regarding the proposed transaction between Wipro and Infocrossing, the expected timetable for completing the transaction, successful integration of the business, benefits of the transaction, earnings and any other statements contained in this news release that are not purely historical fact are forward-looking statements, which involve a number of risks and uncertainties. These statements are based on Wipro's and Infocrossing's current expectations and beliefs. Actual results could differ materially from the results implied by these statements. Factors that may cause or contribute to such differences include: the risk that the conditions to the offer or the merger set forth in the merger agreement will not be satisfied; changes in both companies' businesses during the period between now and the closing; the successful integration of Infocrossing into Wipro's business subsequent to the closing of the acquisition; timely development, competitive products and pricing, as well as fluctuations in demand; the ability to retain key management and technical personnel of Infocrossing; and adverse reactions to the proposed transaction by customers, suppliers and strategic partners. Infocrossing and Wipro are under no obligation to (and expressly disclaim any such obligation to) update or alter their forward-looking statements whether as a result of new information, future events or otherwise. ADDITIONAL INFORMATION This announcement is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer is being made pursuant to a Tender Offer Statement on Schedule TO (including the Offer to Purchase, the related Letter of Transmittal and other tender offer materials) filed by Wipro and Roxy Acquisition Corp. with the SEC on August 17, 2007, as amended. In addition, Infocrossing filed a Solicitation/Recommendation Statement on Schedule 14D-9 on August 17, 2007, as amended, with the SEC related to the tender offer. The Tender Offer Statement (and related materials) and the Solicitation/ Recommendation Statement contain important information that should be read carefully before any decision is made with respect to the tender offer. Those materials may be obtained at no charge upon request to MacKenzie Partners, Inc., the information agent for the tender offer, at 105 Madison Avenue, New York, New York 10016, or by calling toll free at (800) 322-2885. In addition, all of those materials (and all other offer documents filed with the SEC) are available at no charge on the SEC's website at www.sec.gov. KEY CONTACT: Media: Radhika Mahadevan +91 9945042603 Investor Relations: Jatin Dalal: +91 80 25056143 (India), Sridhar R: 1 408-242-6285 (US) ABOUT WIPRO Wipro provides comprehensive IT solutions and services, including systems integration, information systems outsourcing, package implementation, software application development and maintenance, and research and development services to corporations globally. Wipro Limited is the first PCMM Level 5 and SEI CMM Level 5 certified IT Services company globally. Wipro's Global IT Services business was recently assessed at Level 5 for CMMI V 1.2 across Offshore and Onsite development centers. In the Indian market, Wipro is a leader in providing IT solutions and services for the corporate segment in India offering system integration, network integration, software solutions and IT services. Wipro also has a profitable presence in niche market segments of infrastructure engineering, and consumer products & lighting. In the Asia Pacific and Middle East markets, Wipro provides IT solutions and services for global corporations. Wipro's ADSs are listed on the New York Stock Exchange, and our equity shares are listed in India on the Stock Exchange -- Mumbai, and the National Stock Exchange. For more information, please visit our websites at www.wipro.com, www.wiprocorporate.com and www.wipro.in. ABOUT INFOCROSSING Infocrossing, Inc. is a provider of selective IT infrastructure, enterprise application and business process outsourcing services delivering the computing platforms and proprietary systems that enable companies, regardless of industry, to process data and share information within their business, and between their customers, suppliers and distribution channels. Leading companies leverage Infocrossing's robust computing infrastructure, skilled technical team, and process-driven operations to reduce costs and improve service delivery by outsourcing the operation of mainframes, mid-range, open system servers, networks and business processes to Infocrossing. -----END PRIVACY-ENHANCED MESSAGE-----