As filed with the Securities and Exchange Commission September 27, 2000
Registration Statement No. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
INFOCROSSING, INC.
(formerly known as Computer Outsourcing Services, 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)
--------------------------------------------
AMENDED AND RESTATED 1992 STOCK OPTION
AND STOCK APPRECIATION RIGHTS PLAN OF INFOCROSSING, INC.
(Full Title of the Plan)
---------------------------------------------------
Charles F. Auster
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)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
================================================================================================================================
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 $ 16.6875 (2) $16,687,500 (2) $ 4,405.50
================================= ======================= ======================= ====================== =======================
</TABLE>
(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. 1992 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 September 22, 2000.
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.
<PAGE>
The contents of Registration Statements Nos. 33-89160, 33-31875 and
333-86601 are incorporated herein by reference.
On May 8, 2000, the shareholders of Infocrossing, Inc. (then known as
Computer Outsourcing Services, Inc.) approved a resolution to restate the 1992
Stock Option and Stock Appreciation Rights Plan to incorporate all previous
amendments and increase the number of authorized shares of the Company's Common
Stock issuable thereunder to 2,700,000.
-1-
<PAGE>
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-
<PAGE>
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 22 day of
September, 2000.
INFOCROSSING, INC.
By: /s/ Zach Lonstein
----------------------------
Zach Lonstein
Chairman of the Board
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Charles F. Auster and Zach Lonstein his true and
lawful attorneys-in-fact and agents, each acting alone, with full powers of
substitution and resubstitution, for him and in his 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 attorneys-in-fact and agents, each acting alone, full power and
authority to do and perform to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, each acting alone, or his substitute or substitutes may lawfully do and
cause to be done by virtue thereof.
-3-
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on September 22,
2000 in the capacities indicated.
Signature Title
/s/ Charles F. Auster President, Chief Executive Officer and Director
---------------------------
Charles F. Auster
/s/ Nicholas J. Letizia Principal Financial Officer and
---------------------------
Nicholas J. Letizia Principal Accounting Officer
/s/ Zach Lonstein Chairman of the Board of Directors
---------------------------
Zach Lonstein
--------------------------- Director
Warren Ousley
/s/ Tyler Zachem Director
---------------------------
Tyler Zachem
/s/ Frank Schiff Director
---------------------------
Frank Schiff
/s/ David Lee Director
---------------------------
David Lee
--------------------------- Director
Samantha McCuen
/s/ Kathleen A. Perone Director
-----------------------
Kathleen A. Perone
-4-
<PAGE>
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
