-----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, NYy5G4V4l1T+IdU5UoYDzhwnYcayYs6Xx1mLISagDEBajtk85+i1LU4AJmt/TKjL fwht/gIi9x8iy6nHZa+0Sg== 0001089069-99-000002.txt : 19991115 0001089069-99-000002.hdr.sgml : 19991115 ACCESSION NUMBER: 0001089069-99-000002 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991112 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/A SEC ACT: SEC FILE NUMBER: 005-48305 FILM NUMBER: 99748326 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/A 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/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A 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) Nov 5, 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 1,234,380 8 Shared Voting Power -0- 9 Sole Dispositive Power 707,638 10 Shared Dispositive Power -0- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 726,638 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 4.63% 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 267,400 10 Shared Dispositive Power -0- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 267,400 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 1.70% 14 Type of Reporting Person CO 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 86,000 10 Shared Dispositive Power -0- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 86,000 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 0.55 % 14 Type of Reporting Person IN Item 1. Security and Issuer. This statement on Schedule 13D/A 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 following: NSA Investments, LLC (0/00 NSA(), Prophet Capital Management (0/00Prophet(), Anupam Dokeniya (0/00Dokeniya(), Prashanth Palakurthi (0/00Palakurthi(), and Ramgopal Rao (0/00Rao). The Reporting Parties may be deemed to be a group beneficially owning, in the aggregate, 1,234,380 shares of the Common Stock (the 0/00Securities(), or approximately 7.9 % 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 acquired since the 13D filing by NSA Investments, LLC on Octber 4, 1999, amounts to 184,000 shares of Intelligroup and the total consideration paid for these shares was $1,854,306. The total number of shares controlled by NSA is 1,234,380 and the total consideration paid for these shares is $8,936,306. These shares were purchased in the open market by NSA and the associate group as mentioned the exhibit in the 13D filing on Oct 4, 1999 using its working capital, which was and is composed by capital contributions. The Exhibit holders Shares (the Affiliated Group 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: 726,648 (b) Percent of class: 4.63 % (rounded) (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 1,234,380 (ii) Shared power to vote or to direct the vote: -0- (iii) Sole power to dispose or to direct the disposition of: 726,648 (iv) Shared power to dispose or to direct the disposition of: -0- (ii) Exhibit C Holders as per 13D filing on October 4, 1999 (a) Amount beneficially owned: 507,732 (b) Percent of class: 3.25 % (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: 507,732 (iv) Shared power to dispose or to direct the disposition of: -0- (c) From October 5, 1999 until November 4, 1999, NSA purchased on the open market on Nasdaq 68,000 shares of Common Stock of the Corporation as described on Exhibit B hereto, which is incorporated herein by reference. From October 5, 1999 until November 4, 1999, the NSA affiliated Group as outlined in the 13D filing on Oct 4, 1999 (Exhibit C Holders) purchased net on the open market on Nasdaq 116,000 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 from Oct 5, 1999 to Nov 4, 1999. EXHIBITS The following documents are filed herewith: (a) Joint Filing Agreement dated as of October 4, 1999 by and a mong 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. EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13D/A dated as of November 5, 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 November 5, 1999 By: ____________sd/______________________ Anupam Dokeniya, a Manager Date: as of November 5, 1999 __________________sd/___________________ ANUPAM DOKENIYA Date: as of November 5, 1999 ____________sd/_________________________ PRASHANTH PALAKURTHI Date: as of November 5, 1999 ______________sd/_______________________ RAMGOPAL RAO Date: as of November 5, 1999 ______________sd/_______________________ PROPHET CAPITAL MANAGEMENT EXHIBIT B Purchase Transactions in the Common Stock of the Corporation from Oct 5, 199 to Nov 4, 1999 Date No. of Shares Price Date No. of Shares Price 06-Oct-99 5,500 7.93 20-Oct-99 7,000 9.88 07-Oct-99 5,000 8.50 21-Oct-99 3,000 9.63 08-Oct-99 6,000 8.75 22-Oct-99 10,000 9.82 11-Oct-99 5,000 8.38 22-Oct-99 3,400 9.72 11-Oct-99 3,000 8.38 22-Oct-99 2,900 9.75 11-Oct-99 2,000 8.38 22-Oct-99 4,200 9.94 11-Oct-99 5,000 8.44 22-Oct-99 9,500 10.00 11-Oct-99 5,000 8.44 22-Oct-99 1,100 9.88 11-Oct-99 7,000 8.55 25-Oct-99 14,300 11.00 12-Oct-99 8,000 8.48 25-Oct-99 600 10.88 12-Oct-99 6,000 8.13 26-Oct-99 1,500 10.63 15-Oct-99 3,000 7.75 27-Oct-99 3,500 9.44 15-Oct-99 1,000 7.82 03-Nov-99 1,900 11.25 18-Oct-99 27,500 7.96 05-Nov-99 5,100 12.94 19-Oct-99 10,000 9.48 05-Nov-99 4,000 12.81 19-Oct-99 13,000 9.22 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: Nov 5, 1999 By: _sd/_ Name: Anupam Dokeniya Title: a Manager Date: Nov 5, 1999 _sd/__ ANUPAM DOKENIYA Date: Nov 5, 1999 _sd/_ PRASHANTH PALAKURTHI Date: Nov 5, 1999 _sd/_ RAMGOPAL RAO -----END PRIVACY-ENHANCED MESSAGE-----