-----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, PuMNgMBf149OldwgzmvurEc9sDTv/gN65+U2h01qJYMYSC0Gqr/40HGnmfy2JyDJ q/evFt7MM8vIIcjLadE+cQ== 0001089069-99-000001.txt : 19991018 0001089069-99-000001.hdr.sgml : 19991018 ACCESSION NUMBER: 0001089069-99-000001 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991007 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 13D SEC ACT: SEC FILE NUMBER: 005-48305 FILM NUMBER: 99724547 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: NSA INVESTMENTS LLC CENTRAL INDEX KEY: 0001089069 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 043438346 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 250 ENGAMORE LANE STREET 2: STE 102 CITY: NORWOOD STATE: MA ZIP: 02062 BUSINESS PHONE: 7815515835 MAIL ADDRESS: STREET 1: 250 ENGAMORE LANE STREET 2: STE 102 CITY: NORWOOD STATE: MA ZIP: 02062 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 INTELLIGROUP, INC. (Name of Issuer) COMMON STOCK, $.01 PAR VALUE PER SHARE (Title of Class of Securities) 45816A106 (CUSIP Number) Mr. Anupam Dokeniya, 250 Engamore Lane, Suite # 102, Norwood, MA 02062, (781) 278-9919 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Oct 4, 1999 _______________________________________________________ ________________ (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(b) for other parties to whom copies are to be sent. 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 ("Act") or otherwise subject to liabilities of that section of the Act but shall be subject to all other provisions of the Act. 1 Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only) NSA INVESTMENTS, LLC 04-3438346 2 Check the Appropriate Box if a Member of a Group (a) (b) 3 SEC Use Only 4 Source of Funds WC 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) 6 Citizenship or Place of Organization MASSACHUSETTS Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 1,050,380 8 Shared Voting Power -0- 9 Sole Dispositive Power 658,638 10 Shared Dispositive Power -0- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 658,638 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 4.2% 14 Type of Reporting Person CO 1 Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only) Prophet Capital Management (C/O Robert Epstein) 2 Check the Appropriate Box if a Member of a Group (a) (b) 3 SEC Use Only 4 Source of Funds N/A 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) 6 Citizenship or Place of Organization Texas Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power -0- 9 Sole Dispositive Power 198,400 10 Shared Dispositive Power -0- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 198,400 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 1.32% 14 Type of Reporting Person CO 1 Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only) ANUPAM DOKENIYA, CFA 2 Check the Appropriate Box if a Member of a Group (a) (b) 3 SEC Use Only 4 Source of Funds PF 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) 6 Citizenship or Place of Organization INDIA Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 0 8 Shared Voting Power -0- 9 Sole Dispositive Power 55,000 10 Shared Dispositive Power -0- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 55,000 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 0.36.7 % (ROUNDED) 14 Type of Reporting Person IN 1 Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only) PRASHANTH PALAKURTHI 2 Check the Appropriate Box if a Member of a Group (a) (b) 3 SEC Use Only 4 Source of Funds N/A 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) 6 Citizenship or Place of Organization INDIA Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power -0- 9 Sole Dispositive Power 40,000 10 Shared Dispositive Power -0- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 40,000 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 0.26.7 % 14 Type of Reporting Person IN 1 Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only) Ashok Bhide and Swaroop Bhide 2 Check the Appropriate Box if a Member of a Group (a) (b) 3 SEC Use Only 4 Source of Funds N/A 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) 6 Citizenship or Place of Organization United States Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power -0- 9 Sole Dispositive Power 35,782 10 Shared Dispositive Power -0- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 35,782 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 0.24% 14 Type of Reporting Person IN 1 Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only) Dan Moulton 2 Check the Appropriate Box if a Member of a Group (a) (b) 3 SEC Use Only 4 Source of Funds N/A 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) 6 Citizenship or Place of Organization United States Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power -0- 9 Sole Dispositive Power 15,000 10 Shared Dispositive Power -0- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 15,000 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 0.10% 14 Type of Reporting Person IN 1 Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only) Ranganath Chakravarthi 2 Check the Appropriate Box if a Member of a Group (a) (b) 3 SEC Use Only 4 Source of Funds N/A 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) 6 Citizenship or Place of Organization India Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power -0- 9 Sole Dispositive Power 12,500 10 Shared Dispositive Power -0- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 12,500 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 0.08% 14 Type of Reporting Person IN 1 Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only) Sanjeev Gupta 2 Check the Appropriate Box if a Member of a Group (a) (b) 3 SEC Use Only 4 Source of Funds N/A 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) 6 Citizenship or Place of Organization United States Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power -0- 9 Sole Dispositive Power 10,000 10 Shared Dispositive Power -0- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 10,000 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 0.06.7 % 14 Type of Reporting Person IN 1 Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only) Murali Viswanathan 2 Check the Appropriate Box if a Member of a Group (a) (b) 3 SEC Use Only 4 Source of Funds N/A 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) 6 Citizenship or Place of Organization India Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power -0- 9 Sole Dispositive Power 8,400 10 Shared Dispositive Power -0- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 8,400 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 0.06% 14 Type of Reporting Person IN 1 Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only) Anupama Dokeniya 2 Check the Appropriate Box if a Member of a Group (a) (b) 3 SEC Use Only 4 Source of Funds N/A 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) 6 Citizenship or Place of Organization India Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power -0- 9 Sole Dispositive Power 5,000 10 Shared Dispositive Power -0- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 5,000 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 0.03% 14 Type of Reporting Person IN 1 Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only) Ravi Thaduri 2 Check the Appropriate Box if a Member of a Group (a) (b) 3 SEC Use Only 4 Source of Funds N/A 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) 6 Citizenship or Place of Organization INDIA Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power -0- 9 Sole Dispositive Power 2,250 10 Shared Dispositive Power -0- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,250 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 0.02% 14 Type of Reporting Person IN 1 Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only) Rakesh Gupta 2 Check the Appropriate Box if a Member of a Group (a) (b) 3 SEC Use Only 4 Source of Funds N/A 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) 6 Citizenship or Place of Organization India Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power -0- 9 Sole Dispositive Power 900 10 Shared Dispositive Power -0- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 900 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 0.00%(rounded) 14 Type of Reporting Person IN 1 Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only) Murtaza Ghadhyali 2 Check the Appropriate Box if a Member of a Group (a) (b) 3 SEC Use Only 4 Source of Funds N/A 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) 6 Citizenship or Place of Organization INDIA Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power -0- 9 Sole Dispositive Power 2,600 10 Shared Dispositive Power -0- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,600 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 0.02% 14 Type of Reporting Person IN 1 Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only) Venu Challa 2 Check the Appropriate Box if a Member of a Group (a) (b) 3 SEC Use Only 4 Source of Funds N/A 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) 6 Citizenship or Place of Organization INDIA Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power -0- 9 Sole Dispositive Power 1,000 10 Shared Dispositive Power -0- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,000 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 0.01% 14 Type of Reporting Person IN 1 Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only) Sundar Ranganathan 2 Check the Appropriate Box if a Member of a Group (a) (b) 3 SEC Use Only 4 Source of Funds N/A 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) 6 Citizenship or Place of Organization India Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power -0- 9 Sole Dispositive Power 2,300 10 Shared Dispositive Power -0- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,300 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 0.02% 14 Type of Reporting Person IN 1 Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only) Rajendra Singh 2 Check the Appropriate Box if a Member of a Group (a) (b) 3 SEC Use Only 4 Source of Funds N/A 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) 6 Citizenship or Place of Organization United States Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power -0- 9 Sole Dispositive Power 1,000 10 Shared Dispositive Power -0- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,000 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 0.01% 14 Type of Reporting Person IN 1 Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only) N. Raghupathy 2 Check the Appropriate Box if a Member of a Group (a) (b) 3 SEC Use Only 4 Source of Funds N/A 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) 6 Citizenship or Place of Organization India Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power -0- 9 Sole Dispositive Power 1,600 10 Shared Dispositive Power -0- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,600 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 0.01% 14 Type of Reporting Person IN 1 Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only) MR. RAMGOPAL RAO 2 Check the Appropriate Box if a Member of a Group (a) (b) 3 SEC Use Only 4 Source of Funds N/A 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) 6 Citizenship or Place of Organization CALIFORNIA Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power -0- 8 Shared Voting Power -0- 9 Sole Dispositive Power -0- 10 Shared Dispositive Power -0- 11 Aggregate Amount Beneficially Owned by Each Reporting Person - -0- 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 0.0% 14 Type of Reporting Person IN Item 1. Security and Issuer. This statement on Schedule 13D relates to shares of Common Stock, $.01 par value per share (the 0/00Common Stock?) of Intelligroup, Inc., a Delaware corporation (the 0/00Corporation?). The principal executive offices of the Corporation are located at 499 Thornall Street, Edison, NJ-08837. Item 2. Identity and Background. (a) This statement is being filed jointly by the NSA Investments, LLC (0/00 NSA?), Prophet Capital Management (0/00Prophet?), Anupam Dokeniya (0/00Dokeniya?), Prashanth Palakurthi (0/00Palakurthi?), Ramgopal Rao (0/00Rao?), and others listed in exhibit C;? NSA, Prophet, Dokeniya, Palakurthi, Rao, and others listed in exhibit C are hereinafter sometimes collectively referred to as the 0/00Reporting Parties?). The Reporting Parties may be deemed to be a group beneficially owning, in the aggregate, 1,050,380 shares of the Common Stock (the 0/00Securities?), or approximately 6.7 % of the outstanding shares of the Common Stock of the Corporation, within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the 0/00Act). The filing of this Schedule shall not be construed as an admission that any of the Reporting Parties is, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this Schedule except for the securities stated herein to be beneficially owned by such Reporting Party or that the Reporting Parties are acting as a group within the meaning of the Section 13(d) of the Act. (b),(c) NSA is primarily engaged in investment activities. Dokeniya, Palakurthi and Rao each hold 33 1/3% of the Class A membership interests of NSA. Dokeniya?s, and Palakurthi?s principal address is 30 Palomino Lane, Westwood, MA 02090. Rao?s principal address is 28 Fortuna East, Irvine, CA 92620. (d),(e) None of the Reporting Parties during the last five years, (1) has been convicted in a criminal proceeding (excluding traffic violations or other similar misdemeanors), or (2) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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) Dokeniya and Palakurthi are citizens of India and Rao is a citizen of the USA. Item 3. Source and Amount of Funds or Other Consideration. The aggregate purchase of the Securities, except for the shares listed in exhibit C -- 391,732 shares of Common Stock owned directly by the group (the Group Shares?), was approximately $4,450,000. The Securities, except for the exhibit C Holders' Shares, were purchased in the open market by NSA using its working capital, which was and is composed by capital contributions. The Exhibit holders Shares were purchased by each shareholder in the open market using his/her personal funds. The aggregate purchase price for the exhibit holders' Shares was $ 2,632,000. Item 4. Purpose of Transaction. The Reporting Parties have acquired the Securities because, in their opinion, such Securities are undervalued by the market and do not reflect the potential of the issuing company. Furthermore, the Reporting Parties may look at other strategic investments in Intelligroup, Inc. Any of the Reporting Parties may acquire additional shares of Common Stock or other securities of the Corporation (subject to availability at prices deemed favorable) in the open market, in privately negotiated transactions or otherwise. Additionally, the Reporting Parties reserve the right to dispose or cause the disposal of some or all of the Securities in the open market, in privately negotiated transactions or otherwise. The possible activities or the intentions of the Reporting Parties are subject to change at any time. Item 5. Interest in Securities of the Issuer. (a),(b) (i) NSA: (a) Amount beneficially owned: 658,648 (b) Percent of class: 4.2 % (rounded) (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 1,050,380 (ii) Shared power to vote or to direct the vote: -0- (iii) Sole power to dispose or to direct the disposition of: 658,648 (iv) Shared power to dispose or to direct the disposition of: -0- (ii) Exhibit C Holders (a) Amount beneficially owned: 391,732 (b) Percent of class: 2.5 % (rounded). (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: -0- (iii) Sole power to dispose or to direct the disposition of: 391,732 (iv) Shared power to dispose or to direct the disposition of: -0- (c) From June 2, 1999 until September 22, 1999, NSA purchased on the open market on Nasdaq 658,648 shares of Common Stock of the Corporation as described on Exhibit B hereto, which is incorporated herein by reference. From March 19, 1999 until October 4, 1999, Exhibit C Holders purchased net on the open market on Nasdaq 391,732 shares of Common Stock of the Corporation. (d),(e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Not applicable. Item 7. Material to be Filed as Exhibits. Exitibit A: Joint Filing Agreement dated as of June 3, 1999 by and among NSA Investments, LLC, Anupam Dokeniya, Prashanth Palakurthi, and Ramgopal Rao. Exhibit B: NSA?s Transactions in the Common Stock of the Corporation in the past 60 days. Exhibit C: Shares purchased by Prophet Capital Management and individuals associated with NSA EXHIBITS The following documents are filed herewith: (a) Joint Filing Agreement dated as of October 4, 1999 by and among NSA Investments, LLC, Prophet Capital Management, Anupam Dokeniya, Prashanth Palakurthi, Ramgopal Rao and other investors. (b) NSA?s Transactions in the Common Stock of the Corporation in the past 125 days. (c) Prophet Capital Management and Individual Shareholders part of the filing 13D EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13D dated as of October 4, 1999, to which this Agreement is an Exhibit and any further amendments thereto executed by each of us is and shall be filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended. NSA INVESTMENTS, LLC Date: as of October 4, 1999 By: ______________sd/_________________ Anupam Dokeniya, a Manager Date: as of October 4, 1999 _________________sd/_________________ ANUPAM DOKENIYA Date: as of October 4, 1999 ________________sd/__________________ PRASHANTH PALAKURTHI Date: as of October 4, 1999 _______________sd/___________________ RAMGOPAL RAO Date: as of October 4, 1999 ______________sd/____________________ PROPHET CAPITAL MANAGEMENT Date: as of October 4, 1999 ______________sd/____________________ DAN MOULTON Date: as of October 4, 1999 ______________sd/____________________ RANGANATH CHAKRAVARTHI Date: as of October 4, 1999 ______________sd/____________________ ASHOK and SWAROOP BHIDE Date: as of October 4, 1999 ______________sd/____________________ MURALI VISWANATHAN Date: as of October 4, 1999 ______________sd/____________________ SANJEEV GUPTA EXHIBIT A (continued) JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13D dated as of October 4, 1999, to which this Agreement is an Exhibit and any further amendments thereto executed by each of us is and shall be filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended. Date: as of October 4, 1999 _____________sd/_____________________ SUNDAR RANGANATH Date: as of October 4, 1999 _____________sd/_____________________ VENU CHALLA Date: as of October 4, 1999 _________________sd/_________________ ANUPAMA DOKENIYA Date: as of October 4, 1999 _________________sd/_________________ N. RAGHUPATHY Date: as of October 4, 1999 ________________sd/__________________ MURTAZA GHADYALI Date: as of October 4, 1999 ________________sd/__________________ RAVI THADURI Date: as of October 4, 1999 ________________sd/__________________ RAKESH GUPTA Date: as of October 4, 1999 _______________sd/___________________ RAJENDRA SINGH EXHIBIT B NSA?s Transactions in the Common Stock of the Corporation in the past 125 Days. DATE No. of Shares 02-Jun-99 2,000 02-Jun-99 8,000 02-Jun-99 7,600 02-Jun-99 11,000 02-Jun-99 7,200 03-Jun-99 1,000 03-Jun-99 8,800 03-Jun-99 650 03-Jun-99 1,500 03-Jun-99 2,950 03-Jun-99 3,000 03-Jun-99 11,500 03-Jun-99 2,000 03-Jun-99 5,200 08-Jun-99 5,000 08-Jun-99 10,800 10-Jun-99 3,000 18-Jun-99 1,000 18-Jun-99 5,000 18-Jun-99 5,700 21-Jun-99 2,000 21-Jun-99 3,000 21-Jun-99 1,500 21-Jun-99 1,300 21-Jun-99 8,700 22-Jun-99 4,000 22-Jun-99 4,500 23-Jun-99 1,000 23-Jun-99 900 23-Jun-99 1,000 23-Jun-99 7,100 23-Jun-99 1,100 25-Jun-99 6,000 25-Jun-99 2,000 28-Jun-99 3,934 29-Jun-99 1,500 29-Jun-99 7,300 29-Jun-99 3,800 29-Jun-99 4,000 30-Jun-99 3,200 30-Jun-99 2,500 30-Jun-99 2,000 01-Jul-99 1,000 01-Jul-99 21,000 01-Jul-99 8,000 02-Jul-99 10,000 02-Jul-99 11,000 06-Jul-99 5,800 06-Jul-99 3,500 07-Jul-99 9,000 07-Jul-99 3,200 07-Jul-99 5,000 07-Jul-99 4,000 08-Jul-99 9,400 08-Jul-99 10,000 08-Jul-99 3,600 09-Jul-99 1,900 09-Jul-99 11,500 13-Jul-99 5,000 13-Jul-99 9,000 13-Jul-99 500 14-Jul-99 2,464 15-Jul-99 2,000 15-Jul-99 300 15-Jul-99 15,000 20-Jul-99 4,000 20-Jul-99 1,950 20-Jul-99 8,500 20-Jul-99 6,000 20-Jul-99 2,000 20-Jul-99 1,700 20-Jul-99 1,500 20-Jul-99 30,000 21-Jul-99 5,200 21-Jul-99 5,900 21-Jul-99 4,000 21-Jul-99 9,000 22-Jul-99 5,000 22-Jul-99 2,000 22-Jul-99 13,500 23-Jul-99 1,000 30-Aug-99 50,000 16-Sep-99 50,000 16-Sep-99 10,000 22-Sep-99 50,000 22-Sep-99 70,000 EXHIBIT C IDENTITY AND SHARE PURCHASES OF PROPHET CAPITAL MANAGEMENT AND AFFILIATED INDIVIDUAL SHAREHOLDERS Date No of Shares Prophet Capital Mgmt 03-Sep-99 4,000 03-Sep-99 5,000 03-Sep-99 5,000 03-Sep-99 3,000 03-Sep-99 3,000 03-Sep-99 500 09-Sep-99 5,000 09-Sep-99 3,000 16-Sep-99 2,000 21-Sep-99 4,000 21-Sep-99 3,100 30-Sep-99 4,200 30-Sep-99 4,000 30-Sep-99 3,100 30-Sep-99 2,500 30-Sep-99 2,100 30-Sep-99 2,000 30-Sep-99 1,900 30-Sep-99 1,500 30-Sep-99 500 03-Sep-99 75,000 14-Sep-99 10,000 16-Sep-99 10,000 17-Sep-99 10,000 01-Oct-99 21,000 04-Oct-99 13,000 Anupam Dokeniya 24-Mar-99 1,000 05-Apr-99 1,000 16-Apr-99 1,000 16-Apr-99 1,000 30-Apr-99 3,000 03-May-99 2,000 10-May-99 3,000 02-Jun-99 1,893 02-Jun-99 5,000 02-Jun-99 5,000 03-Jun-99 1,107 03-Jun-99 5,000 04-Jun-99 200 07-Jun-99 5,000 10-Jun-99 1,000 10-Jun-99 1,000 10-Jun-99 1,000 10-Jun-99 2,800 11-Jun-99 1,000 14-Jun-99 1,000 14-Jun-99 1,400 15-Jun-99 2,000 15-Jun-99 3,000 29-Jun-99 1,500 16-Jul-99 2,500 15-Sep-99 1,600 Prashanth Palakurthi 24-Mar-99 1,000 08-Apr-99 2,000 08-Apr-99 2,000 23-Apr-99 5,000 26-Apr-99 5,000 30-Apr-99 5,000 04-May-99 1,000 05-May-99 4,000 28-May-99 2,000 28-May-99 4,000 28-May-99 4,000 04-Oct-99 5,000 Ashok and Swaroop Bhide 16-Jun-99 3,000 16-Jun-99 2,000 17-Jun-99 10,000 23-Jul-99 7,900 23-Jul-99 6,550 23-Jul-99 3,000 26-Jul-99 500 31-Aug-99 2,832 Dan Moulton: 15-Jul-99 5,900 19-Jul-99 9,100 Ranganath Chakravarthi 08-Jun-99 2,500 08-Jun-99 2,500 01-Jul-99 500 02-Jul-99 2,000 11-Aug-99 5,000 Sanjeev Gupta 09-Jun-99 1,000 28-Jun-99 2,000 30-Jun-99 1,000 01-Jul-99 1,000 06-Jul-99 2,000 07-Jul-99 2,000 14-Jul-99 1,000 Murali Viswanathan 19-Jul-99 1,400 20-Jul-99 6,000 27-Aug-99 1,000 Anupama Dokeniya 19-Mar-99 1,000 02-Jun-99 1,000 02-Jun-99 1,000 17-Jun-99 1,000 18-Jun-99 1,000 Sundar Ranganathan 08-Jun-99 300 06-Jul-99 600 13-Jul-99 600 15-Jul-99 450 26-Jul-99 350 Venu Challa 27-May-99 1,000 Murtaza Ghadyali 02-Jun-99 1,000 23-Jun-99 1,000 28-Sep-99 100 28-Sep-99 500 Ravi Thaduri 27-May-99 1,500 22-Sep-99 750 Rajendra Singh 12-Aug-99 500 18-Aug-99 500 N. Raghupathy 02-Jun-99 1,000 14-Jul-99 500 24-Sep-99 100 Rakesh Gupta 27-May-99 500 30-Jun-99 400 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. NSA INVESTMENTS, LLC Date: October 4, 1999 By: _______sd/________________________ Name: Anupam Dokeniya Title: a Manager Date: October 4, 1999 _____________sd/_____________________ ANUPAM DOKENIYA Date: October 4, 1999 _______________sd/___________________ PRASHANTH PALAKURTHI Date: October 4, 1999 _________________sd/_________________ RAMGOPAL RAO -----END PRIVACY-ENHANCED MESSAGE-----