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):
                                 February1, 2002


                               Infocrossing, Inc.
                               -------------------
             (Exact name of registrant as specified in its charter)



                                    Delaware
                                    --------
                (State of or other jurisdiction or incorporation)

                                                          13-3252333
                     -------------                        ----------
                    (Commission File                   (I.R.S. Employer
                        Number)                      Identification Number)

                            2 Christie Heights Street
                            Leonia, New Jersey 07605
                              Attention: Secretary
                         ------------------------------
                    (Address of Principal Executive Offices)

                                 (201) 840-4700
                                 --------------
              (Registrant's Telephone Number, Including Area Code)


                                 Not Applicable
                         ------------------------------
          (Former Name or Former Address, if Changed Since Last Report)


<PAGE>


Item 2. Acquisition or Disposition of Assets

On February 5, 2002, Infocrossing, Inc. (the "Company") (Nasdaq:IFOX) entered
into a Stock Purchase Agreement with American Software, Inc., a Georgia
corporation ("ASI") whereby the Company purchased all of the outstanding capital
stock of AmQUEST, Inc., a Georgia corporation ("AmQUEST"), from its former
parent company ASI (the "AmQUEST Acquisition"). As consideration for the
purchase of AmQUEST's shares, the Company paid to ASI an amount in cash equal to
$20,283,072, which amount will be adjusted upon final determination of the
working capital of AmQUEST as of January 31, 2002. The Company and ASI jointly
issued a press release announcing the event which is attached hereto as Exhibit
99.1.

         The Company financed the AmQUEST Acquisition through (i) the
application of the proceeds of the financing described in Item 5 of this Form
and (ii) cash held by the Company.

         AmQUEST is a managed services provider which delivers technology
infrastructure management services to enterprise clients. AmQUEST's principal
assets consist of rights under contracts, leases and licenses of the employees,
equipment, real estate, and intellectual property used in performing AmQUEST's
business. From and after the AmQUEST Acquisition, AmQUEST will continue to
operate its business as a wholly-owned subsidiary of the Company. The Stock
Purchase Agreement is attached hereto as Exhibit 2.1 as is incorporated herein
by reference.


Item 5. Other Events

         On February 1, 2002, in anticipation of the consummation of the AmQUEST
Acquisition, the Company entered into a Securities Purchase Agreement (the
"SPA") with Cahill, Warnock Strategic Partners Fund, L.P., Strategic Associates,
L.P., Camden Partners Strategic Fund II-A, L.P., and Camden Partners Strategic
Fund II-B, L.P. (collectively known as "Camden") whereby the Company issued
Senior Subordinated Debentures (the "Debentures") and warrants (the "Initial
Warrant") to purchase, initially, 2 million shares of the common stock (the
"Common Stock") par value $.01 of the Company (subject to adjustments as
discussed below) in exchange for an investment of $10,000,000 from Camden.
Pursuant to the SPA the proceeds of the sale of the Debentures to Camden have
been used to partially fund the AmQUEST Acquisition. The SPA is attached hereto
as Exhibit 4.1 and is incorporated herein by reference.

       The Debentures have been issued in an aggregate principal amount of
$10,000,000 with a maturity of three (3) years (the "Initial Maturity Date")
from February 1, 2002, the date of their issuance (the "Issuance Date"), with an
option to extend the term of the Debentures for one additional year beyond the
Initial Maturity Date to February 1, 2006 at the Company's sole option. Pursuant
to the terms of the Debenture, the Company is required to make semi-annual
interest payments of (i) 12% per annum commencing on the Issuance Date and
ending on February 1, 2004, (ii) 13% per annum for the period commencing on
February 1, 2004 and ending on February 1, 2005, and (iii) if the Company elects
to extend the maturity date pursuant to the terms of the Debentures, 14% per
annum. The company has the option to pay interest in the form of (a) cash; (b)
additional



<PAGE>


Debentures , or (c) a combination of cash and additional Debentures. If the
Company chooses to make interest payments using additional Debentures the
Company will be required to issue up to 639,420 additional warrants (the
"Additional Warrants") pursuant to the terms of the Debentures. The Additional
Warrants issued by the Company will be exercisable for that number of shares of
Common Stock equal to one share for each ten dollars ($10.00) paid in the form
of additional Debentures, provided, however that the Additional Warrants shall
not be issued (i) until the two year anniversary of the Issuance Date, or (ii)
at all, if all of the indebtedness outstanding under the Debentures has been
repaid in full before the two year anniversary of the date the Debentures were
issued. The Form of Debenture is attached hereto as Exhibit 4.2 and is
incorporated herein by reference.

         The Initial Warrants have been issued pursuant to that certain Warrant
Agreement dated as of February 1, 2002 by and between the Company and Camden
(the "Warrant Agreement") and are subject to certain customary anti-dilution
adjustments. The exercise price of the Initial Warrants is $5.86. The Warrants
expire five (5) years from the Closing Date. In addition, up to 1.5 million of
the Initial Warrants may be cancelled upon the prepayment of the Debentures.
Cancellation of the Initial Warrants may take place in the following manner:

         (i) Upon prepayment of the Debentures in full during the first year,
1.5 million Initial Warrants will be immediately canceled;

         (ii) Upon prepayment of the Debentures in full after the first
anniversary and before the third anniversary of the Closing Date, Initial
Warrants will be canceled according to the following formula: 62,500 shares
multiplied by the number of full months between the prepayment and the third
anniversary of the Closing Date;

         (iii) Notwithstanding the foregoing, the Company will be entitled, at
any time, to make one (and only one) partial prepayment of the Debentures in the
amount of at least 50% of the total outstanding indebtedness (the "Partial
Prepayment"). In the event of a Partial Prepayment, the number of Initial
Warrants to be canceled shall be equal to the product of (x) the number of
Warrants to be canceled pursuant to subsections (i) and (ii) above assuming full
repayment of the Debentures, and (y) a fraction, the numerator of which shall be
the aggregate principal amount of Debentures actually prepaid and the
denominator of which shall be equal to the aggregate principal amount of
Debentures outstanding on the date of such Partial Prepayment (the "Prepayment
Fraction"); and

         (iv) In the event of full repayment of the Debentures that is both (A)
after a Partial Prepayment; and (B) before the third anniversary of the Closing
Date, the number of Initial Warrants to be canceled shall be equal to the
product of (x) the number of Initial Warrants to be canceled pursuant to
subsections (i) and (ii) above assuming full repayment of the Debentures, and
(y) 1 minus the Prepayment Fraction.

         Additional Warrants, when issued, will not be subject to cancellation.
The Warrant Agreement governing the Warrants is attached hereto as Exhibit 4.3
and is incorporated herein by reference.


<PAGE>


       Pursuant to the rules of the Nasdaq National Market, the issuance of
shares of Common Stock representing more than 19.999% of the outstanding Common
Stock upon the exercise of any warrants requires the approval of the
stockholders of the Company. The Company has agreed to seek this approval at its
next annual meeting of stockholders and will not issue more than this number of
shares upon the exercise of the Warrants until such approval has been granted.
If the company does not obtain the required stockholder approval before the
earlier to occur of (i) the occurrence of an event of default under the terms of
the Debentures or (ii) the date of the Company's next annual meeting of its
stockholders, the Company is required to pay to the holders of the Debentures a
cash payment equal to seventeen percent (17%) of the outstanding initial
principal amount of the debentures per year from such date until the required
stockholder approval is obtained. As of February 1, 2002, pursuant to the
Company's Second Amended and Restated Stockholders Agreement, stockholders
representing 46.5% of the outstanding voting power of the Company's stock have
agreed to vote to approve such issuance. The execution and delivery of such
agreement, which is attached hereto as Exhibit 99.5 and is incorporated herein
by reference, was a condition precedent to Camden's investment.



Item 7. Financial Statements and Exhibits

        (c) Exhibit 2.1     Stock Purchase Agreement dated as of February 5,
                            2002 by and between Infocrossing Inc. and American
                            Software, Inc.

            Exhibit 4.1     Securities Purchase Agreement dated as of February
                            1, 2002 by and between Infocrossing, Inc. and the
                            Purchasers named therein.

            Exhibit 4.2     Form of Debenture of Infocrossing, Inc.

            Exhibit 4.3     Warrant Agreement dated as of February 1, 2002 by
                            and between Infocrossing as Issuer and the
                            Warrantholders party thereto.

            Exhibit 99.1    Press Release of Infocrossing, Inc., and American
                            Software, Inc., dated February [5], 2002.]

            Exhibit 99.2    Guaranty Agreement dated as of February 1, 2002 by
                            and between the Infocrossing, Inc. Subsidiaries
                            named therein, Infocrossing, Inc. and the Purchasers
                            named therein.

            Exhibit 99.3    Management Rights Letter dated as of February 1,
                            2002 between Infocrossing, Inc. and the Purchasers
                            named therein.

            Exhibit 99.4    Amended and Restated Registration Rights Agreement
                            dated as of February 1, 2002 by and between
                            Infocrossing, the DB Holder named therein, the
                            Sandler Holders named therein and the Camden Holders
                            named therein.

            Exhibit 99.5    Second Amended and Restated Stockholders' Agreement
                            dated as of February 1, 2002 by and between
                            Infocrossing and the Stockholders named therein.

            Exhibit 99.6    Agreement Letter dated as of February 1, 2002
                            between Infocrossing Inc., the Warrantholders named
                            therein and the Camden entities named therein.

            Exhibit 99.7    Lease Agreement, dated as of February 5, 2002,
                            between ASI Properties, Inc. and AmQUEST, Inc.

            Exhibit 99.8    Guaranty of Lease, dated as of February 5, 2002,
                            from Infocrossing, Inc. to ASI Properties, Inc.


<PAGE>


                                   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.

                                  INFOCROSSING, INC.



                                  By /s/  Nicholas J. Letizia
                                    -------------------------------------------
                                     Name:  Nicholas J. Letizia
                                     Title:    Secretary



Dated:  February 5, 2002