-----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, AOGEn1eNl1v35R5Etn2e8Ac255TC05J4pU5zTpSEDV/o0hs+/Le5SHJPWahboK/F KwLjuflNxloR9t0vwdUQ5Q== 0001089069-02-000003.txt : 20020625 0001089069-02-000003.hdr.sgml : 20020625 20020625130105 ACCESSION NUMBER: 0001089069-02-000003 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020625 GROUP MEMBERS: ANUPAM DOKENIYA GROUP MEMBERS: ANUPAM PANDEY GROUP MEMBERS: ANUPAMA DOKENIYA GROUP MEMBERS: ATOSH BHARADWAJ GROUP MEMBERS: CRAIG BIRD GROUP MEMBERS: DAN MOULTON GROUP MEMBERS: DAVID STOTT GROUP MEMBERS: ED HIEMSTRA GROUP MEMBERS: ELIZABETH WALES GROUP MEMBERS: GREG NESS GROUP MEMBERS: HARITHA DEVULAPALLY GROUP MEMBERS: JUDY KULEKOWSKI GROUP MEMBERS: KEVIN DICKEY GROUP MEMBERS: LINGAREDDY PRASAD GROUP MEMBERS: LIU GUI YING GROUP MEMBERS: MALATHI NUNNA GROUP MEMBERS: MANU THAMBI GROUP MEMBERS: MARGARET L. TCHENG GROUP MEMBERS: MURTAZA GHADYALI GROUP MEMBERS: NICK GALLAGHER GROUP MEMBERS: NSA INVESTMENTS, LLC GROUP MEMBERS: PERRY ANDERSON GROUP MEMBERS: PHIL TCHENG GROUP MEMBERS: PRASHANTH PALAKURTHI GROUP MEMBERS: PUNEETHA PALAKURTHI GROUP MEMBERS: RAJA SINGH GROUP MEMBERS: RAJEEV RAJ GROUP MEMBERS: RAVI THADURI GROUP MEMBERS: ROGER LEE GROUP MEMBERS: S R MANNAVA GROUP MEMBERS: SANJEEV GUPTA GROUP MEMBERS: SASI NANGA GROUP MEMBERS: SWARUP BHIDE GROUP MEMBERS: TOM OLIVARES GROUP MEMBERS: TOM WALES 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: 1934 Act SEC FILE NUMBER: 005-48305 FILM NUMBER: 02686291 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 IRS NUMBER: 043438346 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1420 PROOIDENCE HWY STREET 2: STE 266 CITY: NORWOOD STATE: MA ZIP: 02062 BUSINESS PHONE: 7812879919 MAIL ADDRESS: STREET 1: 250 ENGAMORE LANE STREET 2: STE 102 CITY: NORWOOD STATE: MA ZIP: 02062 SC 13D/A 1 june13d.txt 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, 1420 Providence Highway, Suite # 266, Norwood, MA 02062, (781) 278-9919 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 24, 2002 _______________________________________________________________________ (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 and ITIGer Investment Club and their affiliates NSA Investments LLC 04-3438346 2 Check the Appropriate Box if a Member of a Group (a) Yes 65: (b) 3 SEC Use Only 4 Source of Funds WC and Personal Funds 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 2,182,352 8 Shared Voting Power -0- 9 Sole Dispositive Power 2,182,352 10 Shared Dispositive Power -0- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,182,352 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 13.12% 14 Type of Reporting Person LLC, its affiliates, individuals and individuals formed a group on the internet called ITIGer Investment Club The following entities and individuals are jointly filing this form. Their names along with the number of shares for which they have voting rights and dispositive powers are listed below: Number of Shares Number of Shares Name of Entity Beneficially owned DispositivePower Prashanth Palakurthi 509,628 509,628 David Stott 329,014 329,014 Mannava S R 255,200 255,200 Phil Tcheng 44,200 144,200 Craig Bird 125,000 125,000 Tom Olivares 100,132 100,132 Malathi Nunna 92,000 92,000 NSA 84,250 84,250 Tom Wales 76,000 76,000 Lingareddy Prasad 70,800 70,800 Atosh Bharadwaj 61,055 61,055 Sanjeev Gupta 50,000 50,000 Anupama Dokeniya 39,000 39,000 Elizabeth Wales 30,000 30,000 Kevin Dickey 26,700 26,700 Dan Moulton 24,000 24,000 Sasi Nanga 20,500 20,500 Greg Ness 18,423 18,423 Haritha Devulapally 17,500 17,500 Perry Anderson 12,630 12,630 Anupam Pandey 11,870 11,870 Manu Thambi 10,000 10,000 Raja Singh 10,000 10,000 Ravi Thaduri 9,700 9,700 Rajeev Raj 9,275 9,275 Ghadyali Murtaza 9,000 9,000 Puneetha Palakurthi 8,000 8,000 Nick Gallagher 7,200 7,200 Judy Kulekowski 7,100 7,100 Liu Gui Ying 4,800 4,800 Swarup Bhide 4,532 4,532 Margaret L. Tcheng 4,000 4,000 Anupam Dokeniya 2,243 2,243 Ed G, Hiemstra 2,000 2,000 Roger Lee 600 600 Total 2,186,352 2,186,352 Item 1. Security and Issuer. This statement on Schedule 13D relates to shares of Common Stock, $.01 par value per share of Intelligroup, Inc., a Delaware corporation. The principal executive offices of the Corporation are located at 499 Thornall Street, Edison, NJ-08837. Item 2. Identity and Background. This statement is being filed jointly by the NSA Investments, LLC, and its affiliates and ITIGer Investment Club and others listed in exhibit C. The Reporting Parties may be deemed to be a group beneficially owning, in the aggregate, 2,186,352 shares of the Common Stock, or approximately 13.12 % 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. (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 1420 providence Highway, # 266, Norwood, MA 02062. Rao's principal address is 28 Fortuna East, Irvine, CA 92620. The principal business of the ITIGer Investment Club is a collaboration of individuals over the internet that share information and investment strategies. (d) None of the persons referred to in subparagraph (a) above has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). Item 3. Source and Amount of Funds or Other Consideration. The Exhibit holders Shares were purchased by each shareholder in the open market using his/her personal funds or working capital. 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. The reporting entities, however, reserve the right to take such actions as they deem desirable to protect or enhance the value of their investments in the Issuer. 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) Shares Dispositive Name of Entity owned % Power % Prashanth Palakurthi 509,628 3.06% 509,628 3.06% David Stott 329,014 1.97% 329,014 1.97% Mannava S R 255,200 1.53% 255,200 1.53% Phil Tcheng 144,200 0.87% 144,200 0.87% Craig Bird 125,000 0.75% 125,000 0.75% Tom Olivares 100,132 0.60% 100,132 0.60% Malathi Nunna 92,000 0.55% 92,000 0.55% NSA 84,250 0.51% 84,250 0.51% Tom Wales 76,000 0.46% 76,000 0.46% Lingareddy Prasad 70,800 0.42% 70,800 0.42% Atosh Bharadwaj 61,055 0.37% 61,055 0.37% Sanjeev Gupta 50,000 0.30% 50,000 0.30% Anupama Dokeniya 39,000 0.23% 39,000 0.23% Elizabeth Wales 30,000 0.18% 30,000 0.18% Kevin Dickey 26,700 0.16% 26,700 0.16% Dan Moulton 24,000 0.14% 24,000 0.14% Sasi Nanga 20,500 0.12% 20,500 0.12% Greg Ness 18,423 0.11% 18,423 0.11% Haritha Devulapally 17,500 0.11% 17,500 0.11% Perry Anderson 12,630 0.08% 12,630 0.08% Anupam Pandey 11,870 0.07% 11,870 0.07% Manu Thambi 10,000 0.06% 10,000 0.06% Raja Singh 10,000 0.06% 10,000 0.06% Ravi Thaduri 9,700 0.06% 9,700 0.06% Rajeev Raj 9,275 0.06% 9,275 0.06% Ghadyali Murtaza 9,000 0.05% 9,000 0.05% Puneetha Palakurthi 8,000 0.05% 8,000 0.05% Nick Gallagher 7,200 0.04% 7,200 0.04% Judy Kulekowski 7,100 0.04% 7,100 0.04% Liu Gui Ying 4,800 0.03% 4,800 0.03% Swarup Bhide 4,532 0.03% 4,532 0.03% Margaret L. Tcheng 4,000 0.02% 4,000 0.02% Anupam Dokeniya 2,243 0.01% 2,243 0.01% Ed G, Hiemstra 2,000 0.01% 2,000 0.01% Roger Lee 600 0.00% 600 0.00% Total 2,186,35213.12% 2,186,352 13.12% (b) The above listed entities each have the sole power to vote and dispose of their respective Common Shares. (c) Within the last 60 days the members of the ITIGer Investment Club and NSA and its affiliates have bought and sold stock in the company's securities as independent entities. (d),(e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. The Filing group ("Shareholders:), consisting of NSA Investments, LLC ,ITIGer Investment Club and their affiliates is in favor of supporting Nagarjun Valluripalli and the Board of Director (BOD) slate put forth by him and the current BOD. We are appalled that Mr Ashok Pandey has initiated a proxy fight against Intelligroup. The Shareholders reject Mr Pandey's disingenuous reasons for the fight, his proposed Board of Directors ("BOD") and his plans. We further believe that should Mr Pandey succeed, his policies will reduce the value of the company to other shareholders and accordingly we strongly support Intelligroup's CEO, Mr Arjun Valluri, and the current BOD. The Shareholders concerns and criticism regarding Mr Pandey's plan (as outlined in the DEFC14A, June 17, 2002) and his BOD slate are: 1. The Shareholders find Mr. Pandey's repeated criticism against the Company's BOD for awarding Mr. Valluri a bonus for 2001 highly hypocritical. Upon Mr. Pandey's resignation from the Company and the BOD in December 2000, he had no qualms in accepting in full a proffered $350,000 lump sum payment. By contrast, Mr Valluri has only accepted $60,000 of the $200,000 awarded to him for his success in keeping the Company stable and profitable during exceptionally hard times. 2. The Shareholders believe Mr Pandey's plan for Intelligroup is fundamentally flawed. The plan lacks vision and an understanding of specific market opportunities. Mr Pandey proposes: "Reducing the number of focus areas by selecting and leveraging a limited number of strategic partners." This will expose the Company to greater risk. The Company needs diversity to mitigate risks in a limited number of areas and to improve symbiotic business relationships. "Shutting down non-performing/non-strategic/low-value operations." The Stockholders are amazed that Mr Pandey would recommend this measure now, after he criticized the Company in a news release on April 23, 2002 for making this same kind of restructuring initiative in 4Q, 2001. "Avoiding any more geographic expansion until all business units are back to reasonable profitability." This will impede the path to improving profitability and cash flow. Mr Pandey plans to reduce operations at precisely the time that the economy and the company are poised for organic growth. 3. The Shareholders believe that the BOD slate proposed by Mr Pandey is substantially inferior to the Company's BOD slate. Specifically: Mr John Supplee lacks sufficient and credible information technology; international and offshore model experience. Mr Stephen L. Savitt also lacks sufficient and credible information technology; international and offshore model experience. Mr Tarun Chandra's involvement with Seranova and Silverline could undermine institutional support for the Company. Further, Mr. Pandey has stated that he will include other members to the Board on his winning the proxy. We suspect that this would lead to our company being led and controlled by a Board whose interests may be aligned with a few large shareholders. 4. The Shareholders vigorously disagree with the statement Mr. Pandey made on SEC Form PRRN14A June 14, 2002, "Funding new areas of growth by using free cash flows and entering into strategic alliances, while not relying on working capital line of credit." The Shareholders believe that "entering into strategic alliances" may dilute the Company's shares unnecessarily. Recently, a major shareholder confided to us that they made an offer to inject capital on terms that we believe were not in the interests of other shareholders. Mr. Valluri and the Board rejected this out of hand. The Shareholders believe this same shareholder is now supporting Mr Pandey's bid for their own ultimate benefit, but to the detriment of other shareholders. While appalled at the likely reduction in shareholder value that will follow Mr. Pandey's plan, the Shareholders reasons for supporting the current Intelligroup management team are that: 4.1.Mr Valluri's performance has been substantially superior to that of Mr Pandey when he was the CEO. Under Mr. Valluri's leadership, the Company's: Financial performance has improved to the point that it is cash flow positive and profitable for the first time since 1998 (excluding non-cash one-time write offs in December 2001). Revenues, cash flow, and profits have been better than or on par with its closest competitors (Answerthink, Computer Horizons, Convansys Corp, iGATE, Sapient, and Technology Solutions). Business performance has improved by refining high payoff strategies. 4.2.The current BOD has acted with integrity in the best interests of the company and all shareholders at all times. The BOD has shown its ability to guide the company through a recession, when tech stocks were beaten down considerably. The individuals on the Company's BOD have many excellent attributes. Individually and collectively they have: A high degree of respect within their individual fields. They have critical expertise and experience that the Company needs most, including: strategic IT marketing; Wall Street Investment Banking; Mergers and Acquisitions; global business operations; and offshore business models. Competed successfully in the global corporate arena. The desire and ability to support Intelligroup in gaining greater respect with clients, potential clients, partners, and investors. An understanding of the Company's business model and market sector, and how to optimize the business strategy for maximum growth. Integrity as proven by their rejection of any attempt to treat shareholders unequally. Several shareholders have tried repeatedly to work with and resolve Mr Pandey's criticisms and issues, but he has refused to discuss any options which would allow him to work with the existing board for the betterment of the company as a whole. 5.An overwhelming majority of employees support the current management. Changing the Board and Executive leadership of the company may cause a serious haemorrhage of talent. For a company in IT services this loss could be irrecoverable. 6.It is our opinion that by retaining Intelligroup's current management and BOD team, the company will accelerate momentum for increasing business revenues and profits as the economy improves. We believe the current CEO and BOD team has guided Intelligroup skilfully during the past recession and now has it well positioned for the future. We are convinced that the risks Mr Pandey proposes are reckless, do not offer commensurate rewards and may ultimately destroy the value of the company. Most of the Shareholders have been long standing investors in Intelligroup and have an intimate knowledge of its performance under four different CEOs. An affiliate of NSA Investments, LLC have a lawsuit in which the issuer is a defendant. This lawsuit pertains to that affiliate's investment in Seranova in 2000. Item 7. Material to be Filed as Exhibits. None 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. Sd/ Date: as of June 24, 2002 Prashanth Palakurthi David Stott Mannava S R Phil Tcheng Craig Bird Tom Olivares Malathi Nunna NSA Tom Wales Lingareddy Prasad Atosh Bharadwaj Sanjeev Gupta Anupama Dokeniya Elizabeth Wales Dan Moulton Sasi Nanga Greg Ness Haritha Devulapally Perry Anderson Anupam Pandey Manu Thambi Raja Singh Ravi Thaduri Rajeev Raj Ghadyali Murtaza Puneetha Palakurthi Nick Gallagher Judy Kulekowski Liu Gui Ying Swarup Bhide Margaret L. Tcheng Anupam Dokeniya Ed G, Hiemstra Roger Lee Kevin Dickey -----END PRIVACY-ENHANCED MESSAGE-----