-----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, TGSF2PG9tbPVeYHQsCz+QByeTLul8jL/WBG7tHwigD4oMCI55LdtYkLwGQfzZVoK QWrm2Akuh2Cu2BHlmDEBFg== 0001015357-00-000017.txt : 20000209 0001015357-00-000017.hdr.sgml : 20000209 ACCESSION NUMBER: 0001015357-00-000017 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000208 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTELLIGROUP INC CENTRAL INDEX KEY: 0001016439 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 112880025 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-48305 FILM NUMBER: 527268 BUSINESS ADDRESS: STREET 1: 499 THORNALL STREET CITY: EDISON STATE: NJ ZIP: 08837 BUSINESS PHONE: 7325901600 MAIL ADDRESS: STREET 1: 499 THORNALL STREET CITY: EDISON STATE: NJ ZIP: 08837 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PANDEY ASHOK CENTRAL INDEX KEY: 0001026130 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O INTELLIGROUP INC STREET 2: 517 ROUTE ONE SOUTH CITY: ISELIN STATE: NJ ZIP: 08830 BUSINESS PHONE: 9087262157 MAIL ADDRESS: STREET 1: 517 ROUTE ONE SOUTH CITY: ISELIN STATE: NJ ZIP: 08830 SC 13G/A 1 SCHEDULE 13G/A - ASHOK PANDEY SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------- SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b) (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 2 ) 1 --- Intelligroup, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 45816A 10 6 - -------------------------------------------------------------------------------- (CUSIP Number) - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |_| Rule 13d-1(b) |_| Rule 13d-1(c) |_| Rule 13d-1(d) - ------------------- 1 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 the disclosures provided in a prior cover page. The information required in 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 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. 45816A 10 6 13G Page 2 of 5 Pages ------------ -- - - ------------------------------- --------------------------------- - ----------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Ashok Pandey ----------------------------- ----------------------------- - ----------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_| (b)|_| - ----------------------------------------------------------------------------- 3 SEC USE ONLY - ----------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. ---------------------------- - ----------------------------------------------------------------------------- NUMBER OF SHARES 5 SOLE VOTING POWER 1,476,328 --------- ------------------------------------------------------------ BENEFICIALLY OWNED BY 6 SHARED VOTING POWER 603,755 --------- ------------------------------------------------------------ EACH REPORTING 7 SOLE DISPOSITIVE POWER 1,476,328 --------- -------------------------------------------------------- PERSON WITH 8 SHARED DISPOSITIVE POWER 603,755 --------- - ----------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,080,083 --------- - ----------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_| - ----------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 13.0% --------- - ----------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* IN - ----------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1(a). Name of Issuer: The issuer of the securities to which this statement relates is Intelligroup, Inc., a New Jersey corporation. Item 1(b). Address of Issuer's Principal Executive Offices The issuer's principal executive offices are located at 499 Thornall Street, Edison, New Jersey 08837. Item 2(a). Name of Person Filing: The person filing is Ashok Pandey. Item 2(b). Address of Principal Business Office or, if None, Residence: The principal business office is 499 Thornall Street, Edison, New Jersey 08837. Item 2(c). Citizenship: The citizenship is U.S.A. Item 2(d). Title of Class of Securities: The title of the class of securities is common stock, $0.01 par value. Item 2(e). CUSIP Number: The CUSIP number is 45816A 10 6. Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: Selection of a filing category pursuant to Rules 13d-1(b) or 13d-2(b) or (c) is not applicable. Item 4. Ownership. (a) The number of shares beneficially owned by Ashok Pandey is 2,080,083. (b) The percent of the class held by Ashok Pandey is 9.3%. (c)(i) Ashok Pandey has sole power to vote or to direct the vote of 1,476,328 shares. (ii) Ashok Pandey has the shared power to vote or to direct the vote of 603,755 shares. On July 23, 1998, Ashok Pandey, by way of gift, transferred 1,500,000 shares into the Trust. Mr. Pandey receives an annual annuity from such Trust. Such 603,755 shares reflect the number of shares which remain in the Trust after shares constituting the annual annuity were transferred by the Trust to Ashok Pandey on August 13, 1999. Pursuant to the terms and conditions of such Trust, Mr. Pandey and David Sorin, as trustees, have the sole power to vote or to direct the vote of such 603,755 shares. (iii) Ashok Pandey has sole power to dispose or to direct the disposition 1,476,328 shares. (iv) Ashok Pandey has the shared power to dispose or to direct the disposition of 603,755 shares. On July 23, 1998, Ashok Pandey, by way of gift, transferred 1,500,000 shares into the Trust. Mr. Pandey receives an annual annuity from such Trust. Such 603,755 shares reflect the number of shares which remain in the Trust after shares constituting the annual annuity were transferred by the Trust to Ashok Pandey on August 13, 1999. Pursuant to the terms and conditions of such Trust, Mr. Pandey and David Sorin, as trustees, have the sole power to vote or to direct the vote of such 603,755 shares. Item 5. Ownership of Five Percent or Less of a Class. The ownership of five percent or less of a class is not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. The ownership of more than five percent on behalf of another person is not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. The identification and classification of the subsidiary which acquired the security being reported on by the parent holding company is not applicable. Item 8. Identification and Classification of Members of the Group. The identification and classification of members of the group is not applicable. Item 9. Notice of Dissolution of Group. The notice of dissolution of a group is not applicable. Item 10. Certification. The certification regarding Rule 13d-1(b) or Rule 13d-1(c) is not applicable. SIGNATURE 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. February 4, 2000 /s/ Ashok Pandey ------------------------------------ Ashok Pandey (Stockholder) The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties for whom copies are to be sent. Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001.). -----END PRIVACY-ENHANCED MESSAGE-----