-----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, Vbq1kJtOLZkw66qA+j6wwBVHMhglHvEp/zAy2/qZDtojWX54ZXd3ouNizAr7RyeA 38N2WdDh/3BnREv+a5kv8w== 0000950123-10-067362.txt : 20100723 0000950123-10-067362.hdr.sgml : 20100723 20100723101319 ACCESSION NUMBER: 0000950123-10-067362 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100722 DATE AS OF CHANGE: 20100723 EFFECTIVENESS DATE: 20100722 FILER: 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: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-31809 FILM NUMBER: 10966253 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 S-8 POS 1 y85752esv8pos.htm S-8 POS sv8pos
As filed with the Securities and Exchange Commission on July 22, 2010
Registration Statement No. 333-31809
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8 POS
POST-EFFECTIVE AMENDMENT No. 2 TO FORM S-8 REGISTRATION
STATEMENT NO. 333-31809
UNDER THE SECURITIES ACT OF 1933
INTELLIGROUP, INC.
(Exact name of Registrant as Specified in Its Charter)
     
New Jersey   11-2880025
(State of Incorporation)   (I.R.S. Employer Identification Number)
5 Independence Way, Suite 220
Princeton, New Jersey 08540
(646) 810-7400
(Address, including zip code and telephone number, including area code, of Registrant’s principal executive offices)
 
1996 Stock Plan
1996 Non-Employee Director Plan
(Full title of the Plan)
Vikram Gulati
President and Chief Executive Officer
Intelligroup, Inc.
5 Independence Way, Suite 220
Princeton, New Jersey 08540
(646) 810-7400
(Name, address, including zip code and telephone number, including area code, of agent for service)
Copies to:
Steven M. Skolnick, Esq.
Meredith Prithviraj, Esq.
Lowenstein Sandler PC
65 Livingston Avenue
Roseland, NJ 07068
(973) 597-2500
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One)
Large accelerated filer oAccelerated filer o Non-accelerated filer o
(Do not check if a smaller reporting company)		 Smaller reporting company þ
 
 

 

 

DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 2 relates to the registration statement on Form S-8 (Registration No. 33-31809 (the “Registration Statement”) of Intelligroup, Inc., a New Jersey corporation (the “Company”).
On July 22, 1997, the Company filed with the Securities and Exchange Commission the Registration Statement for the sale of 1,547,233 shares of the common stock, par value $0.01 per share (the “Common Stock”), of the Company under the 1996 Stock Plan and the 1996 Non-Employee Director Plan, as amended by Amendment No. 1 on October 17, 1997.
On July 20, 2010, pursuant to the terms of the Agreement and Plan of Merger, dated June 14, 2010 (the “Merger Agreement”), by and among the Company, NTT DATA CORPORATION, a corporation organized under the laws of Japan (“Parent”), and Mobius Subsidiary Corporation, a newly formed New Jersey corporation and an indirect wholly owned subsidiary of Parent (“Purchaser”), Purchaser merged with and into the Company (the “Merger”; and the date and time at which it became effective, the “Effective Time”), and the Company, as the surviving corporation in the Merger, became an indirect wholly owned subsidiary of Parent.
On June 21, 2010, pursuant to the terms of the Merger Agreement, Purchaser commenced a cash tender offer, as amended from time to time (the “Offer”), to purchase all of the issued and outstanding shares of the Common Stock at a price equal to $4.65 (the “Offer Price”). The Offer expired at 12:00 midnight, New York City Time, on Monday, July 19, 2010. At the Effective Time, each share of Common Stock that was issued and outstanding immediately prior to the Effective Time (other than shares held by the Company, Parent or Purchaser and any of their respective subsidiaries) was cancelled and automatically converted into the right to receive the Offer Price.
In connection with and as a result of the Merger, the Company has terminated all offerings of its securities pursuant to any existing registration statements. In accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the Common Stock registered under the Registration Statement that remain unsold at the termination of the offering, the Company hereby removes from registration the Common Stock registered but unsold under the Registration Statement as of the Effective Time.

 

 

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that is has reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment No. 2 to Form S-8 and has duly caused this Post-Effective Amendment No. 2 to Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Township of Princeton, State of New Jersey, on the 22nd day of July, 2010.
         
  INTELLIGROUP, INC.
 		  
  By:   /s/ Vikram Gulati    
    Name:   Vikram Gulati   
    Title:   President and Chief Executive Officer   
 
     
  By:   /s/ Koji Miyajima    
    Name:   Koji Miyajima   
    Title:   Treasurer   
 
     Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
         
Signature   Title   Date
 
        
/s/ Koji Miyajima
 
   Director    July 22, 2010
Koji Miyajima
        

 

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