SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) May 24, 1999
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INTELLIGROUP, INC.
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(Exact Name of Registrant as Specified in Charter)
New Jersey 0-20943 11-2880025
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
499 Thornall Street
Edison, New Jersey 08837
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (732) 590-1600
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
Management Restructuring.
On May 24, 1999, Intelligroup, Inc., (the "Company") completed a management
restructuring. The Company named Nagarjun Valluripalli as its Chairman of the
Board and Rajkumar Koneru and Ashok Pandey as the new Co-Chief Executive
Officers. Each of Messrs. Valluripalli, Koneru and Pandey were founders of the
Company and will resume their active role in the management of the Company's
operations. In addition, Stephen A. Carns resigned effective immediately as the
Company's President and Chief Executive Officer and as a director. Mr. Carns had
served in such capacities since 1998.
Resignation of Directors.
As part of the management restructuring, also on May 24, 1999, the
Company's three outside directors, David A. Finley, Kevin P. Mohan and John E.
Steuri, resigned from the Board of Directors of the Company (the "Board").
Election of Outside Director.
A former director, Klaus P. Besier (currently Chief Executive Officer of
Firepond, Inc. and previously Chief Executive Officer of SAP America), who
resigned from the Board in April, rejoined the Board upon his election by the
Board as constituted following the aforementioned management restructuring.
Adjournment of Annual Meeting of Shareholders.
In light of the management restructuring and Board resignations, the
Company adjourned its Annual Meeting of Shareholders scheduled for Tuesday, May
25, 1999 in order to designate a new slate of director nominees and to prepare
additional proxy material. The date, time and place of the Annual Meeting will
be announced. The new slate of director nominees will include: Ashok Pandey,
Rajkumar Koneru, Nagarjun Valluripalli, Klaus P. Besier and at least one
additional outside director to be determined.
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SIGNATURE
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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/ Ashok Pandey
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Name: Ashok Pandey
Title: Co-Chief Executive Officer
May 27, 1999
