8-K

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): July 20, 2010

INTELLIGROUP, INC.
(Exact name of registrant as specified in its charter)

New Jersey	0-20943	11-2880025
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5 Independence Way, Suite 220 Princeton, New Jersey	08540
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (646) 810-7400

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.01 Changes in Control of Registrant.

As previously announced, on June 14, 2010, Intelligroup, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with NTT Data Corporation (“Parent”) and Mobius Subsidiary Corporation, an indirect subsidiary of Parent (“Purchaser”), pursuant to which Purchaser will merge with and into the Company. Pursuant to the Merger Agreement, upon the terms and subject to the conditions thereof, Purchaser commenced a tender offer (the “Offer”) on June 21, 2010 to acquire all of the outstanding shares of common stock of the Company at a purchase price of $4.65 per share in cash, without interest, less applicable withholding taxes (the “Per Share Amount”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 21, 2010, and the related Letter of Transmittal, each as amended or supplemented from time to time.

On July 20, 2010, Parent announced the expiration of the Offer. The Offer expired at 12:00 midnight, New York City time, on Monday, July 19, 2010. According to Computershare Trust Company, N.A., the depositary for the Offer, as of 12:00 midnight, New York City time, on Monday, July 19, 2010, a total of approximately 39,901,065 shares of the Company’s common stock were validly tendered and not withdrawn in the Offer (including approximately 39,005 shares tendered by notice of guaranteed delivery), which represented approximately 96.6% of all issued and outstanding shares of the Company’s common stock. Purchaser has accepted for payment all shares of the Company’s common stock that were validly tendered and not withdrawn, and payment for such shares will be made promptly, in accordance with the terms of the Offer. Purchaser now owns approximately 96.6% of all issued and outstanding shares of the Company’s common stock.

As soon as practicable, Parent intends to complete a “short-form” merger under the laws of the State of New Jersey, pursuant to which Purchaser will merge into the Company, with the Company as the surviving corporation, and the Company will become an indirect wholly-owned subsidiary of Parent.

At the effective time of the Merger (the “Effective Time”), each issued and outstanding share of the Company’s common stock that was not tendered pursuant to the Offer will be cancelled and converted into the right to receive the Per Share Amount (other than shares of the Company’s common stock that are held as treasury stock or held by Parent or Purchaser or their respective subsidiaries). In addition, at the Effective Time, each outstanding option to purchase the Company’s common stock (“Company Stock Option”) will be cancelled automatically and converted into the right to receive an amount of cash, without interest, equal to the product of (1) the excess, if any, of (A) the Per Share Amount over (B) the exercise price per share of the Company’s common stock subject to such Company Stock Option and (2) the number of shares of the Company’s common stock that were issuable upon exercise of such Company Stock Option immediately prior to the Effective Time, regardless of the vested status of such Company Stock Option.

Item 8.01 Other Events.

On July 20, 2010, Parent issued a press release announcing the expiration of the Offer and the results thereof. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.	Description
99.1	Press Release of NTT Data Corporation, dated July 20, 2010

SIGNATURE

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.

INTELLIGROUP, INC.

By: /s/ Alok Bajpai
Alok Bajpai
Treasurer and CFO

Date:   July 20, 2010

EX-99.1

Exhibit 99.1

NEWS RELEASE

NTT DATA CORPORATION Announces Successful Tender Offer

July 20, 2010 — NTT DATA CORPORATION (Tokyo Stock Exchange, First Section: 9613) (“NTT DATA”), the Japan-based leading IT services company, today announced the successful completion of the tender offer by its wholly owned subsidiary, Mobius Subsidiary Corporation (“Purchaser”), for all outstanding shares of Intelligroup, Inc. (OTC: ITIG) (“Intelligroup”) for US $4.65 per share.

The tender offer and withdrawal rights expired at 12:00 midnight, New York City time, on Monday, July 19, 2010. The depositary for the tender offer has advised NTT DATA that, as of the expiration of the tender offer, approximately 39,901,065 shares (including 39,005 shares that were tendered pursuant to guaranteed delivery procedures) were validly tendered and not withdrawn in the tender offer, representing approximately 96.6% of Intelligroup’s issued and outstanding shares. All validly tendered shares have been accepted for payment in accordance with the terms of the tender offer.

NTT DATA intends to complete the acquisition of Intelligroup through a “short-form” merger under New Jersey law, pursuant to which Intelligroup will become a subsidiary of NTT DATA. As a result of the merger, any shares of Intelligroup not tendered will automatically be cancelled and converted into the right to receive the same per share consideration that was paid in the tender offer.

MEDIA CONTACTS

NTT DATA
Public Relations:
Georgeson Inc.
Thomas Gardiner
tgardiner@georgeson.com
212-440-9872

NTT DATA Public Relations Department
webmaster@nttdata.co.jp

Investor Relations:
NTT DATA Investor Relations and Finance Office
stfsir@nttdata.co.jp

NOTES TO EDITORS

About NTT DATA CORPORATION

NTT DATA is a quoted subsidiary of Nippon Telegraph and Telephone Corporation (“NTT”). It offers a broad range of IT services including consulting, systems integration and IT outsourcing. NTT DATA posted total revenues of approx. JPY 1.1 trillion (USD 12.7 billion) for the year ended March 31, 2010, and has more than 34,500 employees. NTT DATA has taken various steps to develop its international business.

For further information please visit:
http://www.nttdata.co.jp/en/index.html

About Intelligroup, Inc.

Intelligroup is an enterprise applications systems integrator providing consulting, implementation, testing, application management, infrastructure management, and other IT services for global corporations. Intelligroup possesses deep expertise and proprietary tools in industry-specific enterprise solutions and has been recognized by clients, partners and IT industry analysts for consistently exceeding expectations. Intelligroup won a global 2009 SAP Pinnacle Award and is ranked as a ‘Leader’ on the 2010 Global Outsourcing 100® list by the International Association of Outsourcing Professionals (IAOP)®. Intelligroup’s global service delivery model combines onsite teams and offshore development capabilities to deliver solutions that accelerate results, reduce costs and generate meaningful ROI for clients.

For further information please visit:
http://www.intelligroup.com/

NOTE TO INVESTORS

This press release is neither an offer to purchase, nor a solicitation of an offer to sell, any securities. The tender offer to purchase shares of Intelligroup common stock was made only pursuant to a Tender Offer Statement on Schedule TO containing an offer to purchase, forms of letters of transmittal and other documents relating to the tender offer (the “Tender Offer Statement”), which Mobius Subsidiary Corporation, a wholly-owned subsidiary of NTT DATA, filed with the SEC and mailed to Intelligroup shareholders. At the time the tender offer was commenced, Intelligroup filed a Solicitation / Recommendation Statement with respect to the tender offer (the “Recommendation Statement”). Security holders of Intelligroup are advised to read the Tender Offer Statement and Recommendation Statement, because they contain important information about the tender offer. Investors and security holders of Intelligroup also are advised that they may obtain free copies of the Tender Offer Statement and other documents filed by Mobius Subsidiary Corporation with the SEC and the Recommendation Statement and other documents filed by Intelligroup on the SEC’s website at http://www.sec.gov.

FORWARD-LOOKING STATEMENTS

This announcement contains forward-looking statements that involve significant risks and uncertainties. All statements that are not historical facts are forward-looking statements, including: statements that are preceded by, followed by, or that include the words “believes,” “anticipates,” “expects,” “could,” “should,” or similar expressions; statements regarding the anticipated timing of filings and approvals relating to the transaction; statements regarding the expected timing of the completion of the transaction; statements regarding the ability to complete the transaction considering the various closing conditions; and any statements of assumptions underlying any of the foregoing. All estimated or anticipated future results, product performance or other non-historical facts are forward-looking and reflect NTT DATA’s and Intelligroup’s current perspectives on existing trends and information. Investors and security holders are cautioned not to place undue reliance on these forward-looking statements. Actual results could differ materially from those currently anticipated due to a number of risks and uncertainties that are subject to change based on factors that are, in many instances, beyond NTT DATA’s and Intelligroup’s control.