-----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, VbinKt/i51rrD7LI/5kda13mdY7sy2k1k35dVX0f/lgekHRc96Dyl18vPm/VOG96 5oJWT8YOMKywTtvI/56x2w== 0000902664-06-001666.txt : 20060619 0000902664-06-001666.hdr.sgml : 20060619 20060619102246 ACCESSION NUMBER: 0000902664-06-001666 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060619 DATE AS OF CHANGE: 20060619 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-48721 FILM NUMBER: 06911741 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: RLR Capital Partners, LP CENTRAL INDEX KEY: 0001366148 IRS NUMBER: 861142470 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-903-2710 MAIL ADDRESS: STREET 1: 152 WEST 57TH STREET STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D 1 sc13d.txt INFOCROSSING, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------- SCHEDULE 13D (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. ________)* Infocrossing, Inc. ------------------------------------------------------------------------------ (Name of Issuer) Common Stock, par value $0.01 per share ------------------------------------------------------------------------------ (Title of Class of Securities) 45664X109 ------------------------------------------------------------------------------ (CUSIP Number) Mr. Robert L. Rosen RLR Capital Partners, LP 152 West 57th Street, 21st Floor New York, NY 10019 (212) 903-2700 With a copy to: Marc Weingarten, Esq. Schulte Roth & Zabel LLP 919 Third Avenue New York, New York 10022 (212) 756-2000 ------------------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 15, 2006 ------------------------------------------------------------------------------ (Date of Event which Requires Filing of 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-1(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 for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 8 Pages) - -------------------------- * 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 ("Act") 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. 45664X109 SCHEDULE 13D PAGE 2 OF 8 PAGES - ------------------------ ------------------------ - ----------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) RLR Capital Partners, LP - ----------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] Not Applicable - ----------------------------------------------------------------------------- 3 SEC USE ONLY - ----------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - ----------------------------------------------------------------------------- 5 CHECK 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 -0- --------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 1,084,191 OWNED BY --------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH -0- --------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,084,191 - ----------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,084,191 - ----------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1% - ----------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IA - ----------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! - ------------------------------ ------------------------ CUSIP NO. 45664X109 SCHEDULE 13D/A PAGE 3 OF 8 PAGES - ------------------------------ ------------------------ - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Robert L. Rosen - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- ------------------------------------------------------------ NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 1,084,191 OWNED BY EACH ------------------------------------------------------------ REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH -0- ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 1,084,191 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,084,191 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! - ------------------------ ------------------------ CUSIP NO. 45664X109 SCHEDULE 13D PAGE 4 OF 8 PAGES - ------------------------ ------------------------ ITEM 1. SECURITY AND ISSUER This Schedule 13D relates to the shares of common stock, par value $0.01 per share (the "Shares"), of Infocrossing, Inc. (the "Issuer"). The principal executive office of the Issuer is located at 2 Christie Heights Street, Leonia, New Jersey 07605. ITEM 2. IDENTITY AND BACKGROUND (a) The person filing this statement is RLR Capital Partners, LP, a Delaware limited partnership ("RLR"). RLR's principal business is to serve as the investment manager of funds and/or accounts, including RLR Focus Master Fund, LP, a limited partnership formed under the laws of the Cayman Islands (the "Fund") and the holder of the Shares set forth in this Schedule 13D. RLR Capital Partners GP, LLC, a New York limited liability company ("Manager"), is the sole general partner of RLR, and serving in such capacity is its principal business. Mr. Robert L. Rosen (together with Manager, RLR and the Fund, the "Reporting Persons") is the managing member of the Manager, and serving in such capacity is his present principal occupation or employment. The Reporting Persons have their principal business and office addresses at 152 West 57th Street, 21st Floor New York, New York 10019. (d) None of the Reporting Persons has ever been convicted in any criminal proceeding. (e) None of the Reporting Persons has ever been a party to any civil proceeding commenced before a judicial or administrative body of competent jurisdiction as a result of which it or he was or is now subject to 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. (f) Mr. Rosen is a United States citizen. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION All of the funds used to purchase the Shares described in this Schedule 13D came from the working capital of the Fund. A total of approximately $11,962,773 was paid to acquire such Shares. - ------------------------ ------------------------ CUSIP NO. 45664X109 SCHEDULE 13D PAGE 5 OF 8 PAGES - ------------------------ ------------------------ ITEM 4. PURPOSE OF TRANSACTION The Fund originally acquired Shares for investment in the ordinary course of business because the Reporting Persons believed that the Shares, when purchased, were substantially undervalued and represented an attractive investment opportunity. The Reporting Persons have communicated with management of the Issuer, and expect to continue to do so, regarding the Company's business and prospects. On June 15, 2006, the Reporting Persons sent a letter to the Issuer regarding the Reporting Persons' prior meetings with the Issuer and forthcoming value creating strategic and capital structure opportunities. A copy of the letter is attached hereto as Exhibit 1 and is incorporated herein by reference. Except as set forth herein or as would occur upon completion of any of the actions discussed herein, the Reporting Persons have no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D. The Reporting Persons intend to review the Fund's investment in the Issuer on a continuing basis and may engage in discussions with management, the Board of Directors, other stockholders of the Issuer and other relevant parties concerning the business, operations, governance, management, strategy and future plans of the Issuer. Depending on various factors including, without limitation, the Issuer's financial position and strategic direction, the outcome of the discussions referenced above, actions taken by the Board of Directors, price levels of the Shares, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to the Fund's investment in the Issuer as they deem appropriate including, without limitation, purchasing additional Shares or selling some or all of the Shares held by the Fund, engaging in short selling of or any hedging or similar transactions with respect to the Shares and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) The Reporting Persons beneficially own 1,084,191 Shares, constituting approximately 5.1% of the Shares outstanding. The aggregate percentage of Shares beneficially owned by the Reporting Persons is based upon 21,264,878 Shares outstanding, which is the total number of Shares outstanding as of May 10, 2006 as reported in the Issuer's Quarterly Report on Form 10Q filed with the Securities and Exchange Commission on May 10, 2006. (b) RLR and Mr. Rosen share power to vote and direct the disposition of all of the Shares held by the Fund. Thus, as of June 19, 2006, the Reporting Persons may be deemed to beneficially own 1,084,191 Shares, or 5.1% of the Shares deemed issued and outstanding as of that date. (c) The following transactions in the Shares were effected by the Reporting Persons during the past 60 days, each of which was effected in open market transactions. - ------------------------ ------------------------ CUSIP NO. 45664X109 SCHEDULE 13D PAGE 6 OF 8 PAGES - ------------------------ ------------------------ RLR Focus Master Fund, LP Trade Date Shares Purchased (Sold) Price per Share ($) - ---------- ----------------------- ------------------- 04/17/2006 12,000 12.06 04/18/2006 250 11.99 04/24/2006 4,360 12.58 04/25/2006 19,250 12.57 04/27/2006 5,299 12.41 04/28/2006 33,000 12.46 05/01/2006 24,064 12.35 05/02/2006 18,800 12.30 05/03/2006 26,450 12.28 05/04/2006 38,262 12.21 05/05/2006 9,000 12.32 05/08/2006 1,254 12.30 05/11/2006 126,500 11.09 05/12/2006 8,400 11.24 05/15/2006 4,000 11.21 05/23/2006 10,500 11.19 05/24/2006 10,243 11.12 05/30/2006 10,000 11.06 05/31/2006 5,500 11.04 06/01/2006 2,000 11.00 06/06/2006 7,000 11.01 06/07/2006 33,889 11.00 06/08/2006 130,000 11.03 06/09/2006 30,138 11.12 06/12/2006 54,111 10.90 06/13/2006 19,900 10.58 (d) No person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such Shares. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER None. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS 1. Letter from the Reporting Persons to the Issuer, dated June 15, 2006 - ------------------------ ------------------------ CUSIP NO. 45664X109 SCHEDULE 13D PAGE 7 OF 8 PAGES - ------------------------ ------------------------ SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: June 19, 2006 /s/ Robert L. Rosen ------------------------------ Robert L. Rosen, in his capacity as the managing member of RLR Capital Partners GP, LLC, the sole general partner of RLR Capital Partners, LP /s/ Robert L. Rosen ------------------------------ Robert L. Rosen - ------------------------ ------------------------ CUSIP NO. 45664X109 SCHEDULE 13D PAGE 8 OF 8 PAGES - ------------------------ ------------------------ EXHIBIT INDEX 1. Letter from the Reporting Persons to the Issuer, dated June 15, 2006 EX-99 2 exhibit1.txt EXHIBIT 1 EXHIBIT 1 June 15, 2006 Mr. Zach Lonstein, Chairman/CEO Infocrossing Inc. 2 Christie Heights St. Leonia, NJ 07605 Dear Zach, My colleagues and I are grateful for the meetings we have had with you over the past months, during which we have gained a growing appreciation of Infocrossing's unique place in the United States information technology outsourcing industry. We are very encouraged by the integration of (i) Structure, the transformative acquisition done last year. We are also supportive of your concentration on cost savings, logical customer expansion initiatives and free cash flow generation. We believe that Infocrossing's shares are substantially undervalued, and are supportive of your initiatives for value creation for all shareholders. RLR Capital Partners and RLR Focus Fund are significant shareholders of Infocrossing, owning 1,084,191 shares, which approximates 5.1% of shares outstanding. We believe that the coming months will offer Infocrossing the opportunity to explore value creating strategic and capital structure opportunities. No other independent U.S. company in your industry offers the range of service capabilities you provide. We are confident that you and your board will focus on the best available alternatives to capitalize on your very favorable industry positioning in order to enhance shareholder value. We look forward to our ongoing dialogue with you and your board and a mutually rewarding relationship. Very Truly Yours, /s/ Robert L. Rosen - -------------------- Robert L. Rosen Managing Partner -----END PRIVACY-ENHANCED MESSAGE-----