SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, for Use of the
Commission Only
(as permitted by Rule 14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Intelligroup, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
|_| Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement no.:
- --------------------------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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<PAGE>
April 28, 2000
INTELLIGROUP, INC.
499 Thornall Street
Edison, New Jersey 08837
To Our Shareholders:
You are most cordially invited to attend the 2000 Annual Meeting of
Shareholders of Intelligroup, Inc. at 10:00 A.M., local time, on Tuesday, May
30, 2000, at the Sheraton Hotel, 515 Route One South, Iselin, New Jersey.
The Notice of Meeting and Proxy Statement on the following pages describe
the matters to be presented to the meeting.
It is important that your shares be represented at this meeting to ensure
the presence of a quorum. Whether or not you plan to attend the meeting, we hope
that you will have your shares represented by signing, dating and returning your
proxy in the enclosed envelope, which requires no postage if mailed in the
United States, as soon as possible. Your shares will be voted in accordance with
the instructions you have given in your proxy.
Thank you for your continued support.
Sincerely,
/s/ Ashok Pandey
Ashok Pandey
Co-Chief Executive Officer
<PAGE>
INTELLIGROUP, INC.
499 Thornall Street
Edison, New Jersey 08837
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held Tuesday, May 30, 2000
The Annual Meeting of Shareholders (the "Meeting") of INTELLIGROUP,
INC., a New Jersey corporation (the "Company"), will be held at the Sheraton
Hotel, 515 Route One South, Iselin, New Jersey, on Tuesday, May 30, 2000, at
10:00 A.M., local time, for the following purposes:
(1) To elect five directors to serve until the next Annual Meeting of
Shareholders and until their respective successors shall have been duly
elected and qualified;
(2) To ratify the appointment of Arthur Andersen LLP as independent auditors
for the year ending December 31, 2000; and
(3) To transact such other business as may properly come before the Meeting
or any adjournment or adjournments thereof.
Holders of Common Stock of record at the close of business on April 17,
2000 are entitled to notice of and to vote at the Meeting, or any adjournment or
adjournments thereof. A complete list of such shareholders will be open to the
examination of any shareholder at the Meeting. The Meeting may be adjourned from
time to time without notice other than by announcement at the Meeting.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER
OF SHARES YOU MAY HOLD. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON,
PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD AND MAIL IT PROMPTLY IN
THE ENCLOSED RETURN ENVELOPE. THE PROMPT RETURN OF PROXIES WILL ENSURE A QUORUM
AND SAVE THE COMPANY THE EXPENSE OF FURTHER SOLICITATION. EACH PROXY GRANTED MAY
BE REVOKED BY THE SHAREHOLDER APPOINTING SUCH PROXY AT ANY TIME BEFORE IT IS
VOTED. IF YOU RECEIVE MORE THAN ONE PROXY CARD BECAUSE YOUR SHARES ARE
REGISTERED IN DIFFERENT NAMES OR ADDRESSES, EACH SUCH PROXY CARD SHOULD BE
SIGNED AND RETURNED TO ENSURE THAT ALL OF YOUR SHARES WILL BE VOTED.
By Order of the Board of Directors
/s/ Ashok Pandey
Ashok Pandey
Co-Chief Executive Officer
Edison, New Jersey
April 28, 2000
THE COMPANY'S 1999 ANNUAL REPORT ACCOMPANIES THE PROXY STATEMENT.
<PAGE>
INTELLIGROUP, INC.
499 Thornall Street
Edison, New Jersey 08837
-----------------------------------------------
PROXY STATEMENT
-----------------------------------------------
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Intelligroup, Inc. (the "Company") of proxies to be
voted at the Annual Meeting of Shareholders of the Company to be held on
Tuesday, May 30, 2000 (the "Meeting"), at the Sheraton Hotel, 515 Route One
South, Iselin, New Jersey, at 10:00 A.M., local time, and at any adjournment or
adjournments thereof. Holders of record of shares of Common Stock, $.01 par
value ("Common Stock"), as of the close of business on April 17, 2000, will be
entitled to notice of and to vote at the Meeting and any adjournment or
adjournments thereof. As of that date, there were 16,493,926 shares of Common
Stock issued and outstanding and entitled to vote. Each share of Common Stock is
entitled to one vote on any matter presented at the Meeting.
If proxies in the accompanying form are properly executed and returned, the
shares of Common Stock represented thereby will be voted in the manner specified
therein. If not otherwise specified, the shares of Common Stock represented by
the proxies will be voted (i) FOR the election of the five nominees named below
as Directors, (ii) FOR the ratification of the appointment of Arthur Andersen
LLP as independent auditors for the year ending December 31, 2000, and (iii) in
the discretion of the persons named in the enclosed form of proxy, on any other
proposals which may properly come before the Meeting or any adjournment or
adjournments thereof. Any shareholder who has submitted a proxy may revoke it at
any time before it is voted, by written notice addressed to and received by the
Secretary of the Company, by submitting a duly executed proxy bearing a later
date or by electing to vote in person at the Meeting. The mere presence at the
Meeting of the person appointing a proxy does not, however, revoke the
appointment.
The presence, in person or by proxy, of holders of the shares of Common
Stock having a majority of the votes entitled to be cast at the Meeting shall
constitute a quorum. The affirmative vote by the holders of a plurality of the
shares of Common Stock represented at the Meeting is required for the election
of Directors, provided a quorum is present in person or by proxy. All actions
proposed herein other than the election of Directors may be taken upon the
affirmative vote of shareholders possessing a majority of the shares of Common
Stock represented at the Meeting, provided a quorum is present in person or by
proxy.
Abstentions are included in the shares present at the Meeting for purposes
of determining whether a quorum is present, and are counted as a vote against
for purposes of determining whether a proposal is approved. Broker non-votes
(when shares are represented at the Meeting by a proxy specifically conferring
only limited authority to vote on certain matters and no authority to vote on
other matters) are included in the determination of the number of shares
represented at the Meeting for purposes of determining whether a quorum is
present but are not counted for purposes of determining whether a proposal has
been approved and thus have no effect on the outcome.
This Proxy Statement, together with the related proxy card, is being mailed
to the shareholders of the Company on or about April 28, 2000. The Company's
Annual Report to shareholders of the Company for the year ended December 31,
1999, including financial statements (the "Annual Report"), is being mailed
together with this Proxy Statement to all shareholders of record as of April 17,
2000. In addition, the Company has provided brokers, dealers, banks, voting
trustees and their nominees, at the Company's expense, with additional copies of
the Annual Report so that such record holders could supply such materials to
beneficial owners as of April 17, 2000.
<PAGE>
ELECTION OF DIRECTORS
At the Meeting, five Directors are to be elected (which number shall
constitute the entire Board of Directors of the Company) to hold office until
the next Annual Meeting of Shareholders and until their successors shall have
been elected and qualified.
It is the intention of the persons named in the enclosed form of proxy to
vote the shares of Common Stock represented thereby, unless otherwise specified
in the proxy, for the election as Directors of the persons whose names and
biographies appear below. The persons whose names and biographies appear below
are at present Directors of the Company. In the event any of the nominees should
become unavailable or unable to serve as a Director, it is intended that votes
will be cast for a substitute nominee designated by the Board of Directors. The
Board of Directors has no reason to believe that the nominees named will be
unable to serve if elected. Each of the nominees has consented to being named in
this Proxy Statement and to serve if elected.
The current members of the Board of Directors who are also nominees for
election to the Board are:
SERVED AS A POSITIONS WITH
NAME AGE DIRECTOR SINCE THE COMPANY
- ---- --- -------------- -----------
Ashok Pandey.............. 42 1987 Co-Chief Executive Officer
and Director
Nagarjun Valluripalli..... 31 1994 Co-Chief Executive Officer
and Director
Rajkumar Koneru........... 30 1994 Director
Klaus P. Besier........... 48 1996 Director
Dennis McIntosh .......... 44 1999 Director
The principal occupations and business experience, for at least the past
five years, of each nominee is as follows:
Ashok Pandey founded the Company and currently serves as Co-Chief Executive
Officer and as a Director. From April 1998 until May 1999, Mr. Pandey served as
Co-Chairman of the Board of the Company. From October 1997 until April 1998, Mr.
Pandey served as President of Corporate Services of the Company. From the
Company's inception in 1987 through October 1997, Mr. Pandey served as President
and Chief Executive Officer of the Company. Prior to founding the Company, Mr.
Pandey was a consultant to AT&T and Bell Laboratories. He has more than fifteen
years of experience in developing systems and application software.
Nagarjun Valluripalli joined the Company in March 1994 and currently serves
as Co-Chief Executive Officer and as a Director of the Company. Mr. Valluripalli
served as Chairman of the Board of the Company until January 4, 2000. From March
1994 through October 1997, Mr. Valluripalli served as an Executive Vice
President of the Company. In May 1993, Messrs. Koneru and Valluripalli
co-founded Oxford Systems, Inc., a systems integration company ("Oxford"). In
March 1994, Messrs. Koneru and Valluripalli sold all of the issued and
outstanding capital stock of Oxford to the Company. Prior to founding Oxford,
from 1990, Mr. Valluripalli was marketing manager for VJ Infosystems, a software
training and services company. Mr. Valluripalli also serves on the Board of
Directors of SeraNova, Inc., the Company's majority-owned subsidiary expected to
be spun off from the Company in a tax-free distribution to its shareholders.
Rajkumar Koneru currently serves as a Director of the Company and as the
President, Chairman and Chief Executive Officer of SeraNova, Inc., a
majority-owned subsidiary of the Company. From April 1996, when Mr.
-2-
<PAGE>
Koneru joined the Company, until his resignation as Co-Chief Executive Officer
in January 2000, Mr. Koneru has held various executive positions with the
Company. From April 1998 until May 1999, Mr. Koneru served as Co-Chairman of the
Board of the Company. From October 1997 until April 1998, Mr. Koneru served as
President of U.S. Operations of the Company. From April 1996 through October
1997, Mr. Koneru served as an Executive Vice President of the Company. In May
1993, Messrs. Koneru and Valluripalli co-founded Oxford. In March 1994, Messrs.
Koneru and Valluripalli sold all of the issued and outstanding capital stock of
Oxford to the Company. From June 1992 through December 1992, Mr. Koneru was a
consultant with Super Solutions Corporation and, from March 1993 until March
1996 he was a consultant for the Boston Group, each an information technology
consulting firm. Following consummation of the Company's transaction with
Oxford, Mr. Koneru continued to be employed by the Boston Group, which
subcontracted Mr. Koneru's services to the Company. Mr. Koneru is the Chairman
of the Board of Directors, President and Chief Executive Officer of SeraNova,
Inc. Mr. Koneru also serves as the Chairman of the Board of Directors of
IndiaInfo.com Private Limited and Visual Interactive, Inc.
Klaus P. Besier served as a Director of the Company from December 1996
until his resignation in April 1999. Mr. Besier rejoined the Board upon his
election by the Board in May 1999. Since July 1997, Mr. Besier has served as
President, Chief Executive Officer and a Director of FirePond, Inc., a
publicly-traded provider of e-business solutions. From 1996 to 1997, Mr. Besier
was Chairman and Chief Executive Officer of Primix Solutions. From 1992 to 1996,
Mr. Besier served as Chief Executive Officer and President of SAP America, Inc.,
a subsidiary of SAP AG and a leading provider of client/service business
application solutions software. Prior to joining SAP America, Inc., Mr. Besier
was Corporate Vice President and general manager of a subsidiary of Hoechst
Celanese. Mr. Besier is also a Director of EXE Technologies.
Dennis McIntosh was elected to the Board of Directors of the Company in
February 2000. Since April 1999, Mr. McIntosh has served as Executive Vice
President of SBLI Mutual Life Insurance Company of New York, Inc., and has
fifteen years of business experience in insurance operations and technology,
financial management and consulting. From March 1997 until April 1999, Mr.
McIntosh served as Senior Manager at Ernst & Young Consulting, LLP. Prior to
that, from September 1993 until March 1997, Mr. McIntosh served as CIO & Vice
President of Operations at Blue Cross and Blue Shield of Massachusetts. From May
1986 to September 1993, Mr. McIntosh served as Audit Director for Reed Elsevier
Corporation. From May 1985 to May 1986, Mr. McIntosh served as Audit Manager for
Chelsea Industries. From May 1981 to May 1985 he served as an auditor for GTE
Corporation. From May 1981 to May 1983, Mr. McIntosh served as an auditor at
Coopers and Lybrand. Mr. McIntosh received a Masters of Business Administration
degree from The University of Connecticut in 1981 and is a certified public
accountant.
All Directors hold office until the next Annual Meeting of Shareholders and
until their successors are duly elected and qualified. There are no family
relationships among any of the executive officers, Directors and key employees
of the Company.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR EACH OF THE
NOMINEES FOR THE BOARD OF DIRECTORS.
COMMITTEES AND MEETINGS OF THE BOARD
The Board of Directors has a Compensation Committee, which administers the
Company's 1996 Stock Plan and approves salaries and certain incentive
compensation for management and key employees of the Company; and an Audit
Committee, which reviews the results and scope of the audit and other services
provided by the Company's independent public accountants. The Compensation
Committee currently consists of Nagarjun Valluripalli, Klaus P. Besier and
Dennis McIntosh. During 1999, the following Directors and former Directors were,
at various times, members of the Compensation Committee: Ashok Pandey, Rajkumar
Koneru, Klaus Besier, Maxine Ballen and John E. Steuri. The Compensation
Committee was established in June 1996 and held 4 meetings during 1999. The
Audit Committee currently consists of Ashok Pandey, Klaus P. Besier and Dennis
McIntosh. The Audit Committee was established in June 1996 and held 1 meeting
during 1999. There were 10 meetings of the Board of Directors during 1999. Each
incumbent Director attended at least 75% of the aggregate of all meetings of the
Board of Directors held during the period in which he served as a Director and
the total number of meetings held by the committee on which he served during the
period, if applicable.
-3-
<PAGE>
COMPENSATION OF DIRECTORS
On April 27, 1999, the Company's Board of Directors adopted a policy to
compensate each non-employee Director who is elected to the Company's Board of
Directors after such date. The Board of Directors established a cash payment of
$1,500 per meeting for each meeting attended in person by each such Director
($750 per meeting for each meeting attended by conference call). Additionally,
the Board of Directors established a cash payment of $500 per Committee meeting
attended, whether in person or by conference call and including Committee
meetings attended in person in conjunction with a regularly scheduled Board
meeting. Other than Mr. Besier, who is compensated pursuant to such policy,
Directors do not otherwise receive cash compensation for services on the
Company's Board of Directors. The Company does provide, however, reimbursement
to Directors for reasonable and necessary expenses incurred in connection with
attendance at meetings of the Board of Directors.
In addition, on June 3, 1996, the Board of Directors approved and
shareholders adopted the Company's 1996 Non-Employee Director Stock Option Plan
(the "Director Plan") which became effective on July 12, 1996. The Director Plan
provides for the grant of options to purchase a maximum of 140,000 shares of
Common Stock of the Company to non-employee Directors of the Company. The
Director Plan is administered by the Board of Directors.
Each person who was a Director of the Company on the effective date of the
Company's initial public offering or became or will become a Director of the
Company thereafter, and who is not also an employee or officer of the Company,
was or shall be granted, on the date of such initial public offering or the date
on which he or she became or becomes a Director, whichever is later, an option
to purchase 20,000 shares of Common Stock, at an exercise price per share equal
to the then fair market value of the shares. No subsequent grants are permitted
to such individuals under the Director Plan. All options become exercisable in
five equal annual installments commencing one year after the date of grant
provided that the optionee then remains a Director at the time of vesting of the
installments. The right to exercise annual installments of options will be
reduced proportionately based on the optionee's actual attendance at Directors'
meetings if the optionee fails to attend at least 80% of the Board of Directors'
meetings held in any calendar year. The term of each option will be for a period
of ten years from the date of grant, unless sooner terminated in accordance with
the Director Plan. Options may not be transferred except by will or by the laws
of descent and distribution or pursuant to a domestic relations order and are
exercisable to the extent vested at any time prior to the scheduled expiration
date of the option. The Director Plan terminates on the earlier of May 31, 2006
or at such time as all shares of Common Stock currently or hereafter reserved
for issuance shall have been issued.
During 1999, the following Directors were granted options to purchase
shares of Common Stock under the Company's Director Plan.
NUMBER OF
SHARES UNDERLYING EXERCISE PRICE
DIRECTOR OPTIONS GRANTED GRANT DATE PER SHARE
- -------- --------------- ---------- ---------
Maxine Ballen(1) 20,000 July 19, 1999 $ 6.4375
Dennis McIntosh 20,000 February 22, 2000 $39.125
Members of the Board of Directors, including non-employee Directors, also
are eligible to receive option grants pursuant to the 1996 Plan.
- -------------
(1) Maxine Ballen resigned as a Director of the Company on December 1, 1999.
-4-
<PAGE>
During 1999, the following Director was granted options to purchase shares
of Common Stock under the Company's 1996 Stock Plan.
Number of
Shares Underlying Exercise Price
Director Options Granted Grant Date Per Share
-------- --------------- ---------- ---------
Klaus P. Besier 40,000 June 18, 1999 $ 6.75
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's Directors, officers and stockholders who
beneficially own more than 10% of any class of equity securities of the Company
registered pursuant to Section 12 of the Exchange Act (collectively, the
"Reporting Persons") to file initial statements of beneficial ownership of
securities and statements of changes in beneficial ownership of securities with
respect to the Company's equity securities with the Securities and Exchange
Commission (the "SEC"). All Reporting Persons are required by SEC regulation to
furnish the Company with copies of all reports that such Reporting Persons file
with the SEC pursuant to Section 16(a). Except as set forth below, based solely
on the Company's review of the copies of such forms received by the Company and
upon written representations of the Company's Reporting Persons received by the
Company, the Company believes that there has been compliance with all Section
16(a) filing requirements applicable to such directors, officers and 10%
beneficial owners.
Klaus P. Besier filed a Form 5 on February 11, 2000 reporting the sale of
5,000 shares of the Company's Common Stock on April 14, 1999. Such sale should
have been reported and filed on a Form 4 no later than May 10, 1999.
EXECUTIVE OFFICERS
The following table identifies the current executive officers of the
Company:
Capacities in In Current
Name Age Which Served Position Since
- ---- --- ------------ --------------
Ashok Pandey............. 42 Co-Chief Executive 1999
Officer and Director
Nagarjun Valluripalli.... 31 Co-Chief Executive 1999
Officer and Director
Nicholas Visco(1) ....... 40 Vice President-Finance, 1999
Chief Financial Officer
and Secretary
(1) Nicholas Visco joined the Company in July 1998 and currently serves as Vice
President - Finance, Chief Financial Officer and Secretary. From July 1998
through September 1999, Mr. Visco served as the Company's Corporate
Controller. Prior to joining the Company, from September 1993 until July
1998, Mr. Visco served as Director of Financial Planning and Corporate
Controller for Xpedite Systems, Inc., a provider of enhanced messaging
services. Mr. Visco received his undergraduate degree from Rutgers
University in Economics and Accounting and is a Certified Public
Accountant.
None of the Company's executive officers is related to any other executive
officer or to any Director of the Company. Executive officers of the Company are
elected annually by the Board of Directors and serve until their successors are
duly elected and qualified.
-5-
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY OF COMPENSATION
The following Summary Compensation Table sets forth information concerning
compensation for services in all capacities awarded to, earned by or paid to
each person who served as the Company's Chief Executive Officer at any time
during 1999 and each other executive officer of the Company whose aggregate cash
compensation exceeded $100,000 (collectively, the "Named Executives") during the
years ended December 31, 1997, 1998 and 1999.
<TABLE>
SUMMARY COMPENSATION TABLE
- -------------------------------------------------------------------------------------------------
<CAPTION>
Long-Term
Annual Compensation Compen-
sation
-------------------------------------------------------
Awards
-------------------------------------------------------
Other Securities All Other
Annual Underlying Compen-
Name and Principal Position Year Salary Bonus Compen- Options sation
sation
($) ($) ($) (#) ($)
(a) (b) (c) (d) (e)(1) (g) (i)(2)
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Ashok Pandey................ 1999 252,798 -- -- 300,000 1,700
Co-Chief Executive 1998 220,400 -- 4,700 -- 11,570
Officer 1997 219,233 -- 1,214 -- 14,970
Nagarjun Valluripalli(3).... 1999 252,798 -- -- 300,000 6,790
Co-Chief Executive 1998 220,400 -- -- -- 3,552
Officer 1997 219,233 -- -- -- 6,760
Rajkumar Koneru(4).......... 1999 252,798 -- -- 300,000 1,690
1998 220,400 -- -- -- 3,312
1997 219,233 -- -- -- 1,690
Stephen A. Carns(5)......... 1999 327,784 300,000 -- -- --
1998 228,431 300,000 -- 300,000 --
1997 -- -- -- -- --
Nicholas Visco.............. 1999 127,500 20,000 -- 50,000 --
Vice President - Finance 1998 53,333 4,000 -- 10,000 --
Chief Financial Officer 1997 -- -- -- -- --
and Secretary
Gerard E. Dorsey(6)......... 1999 177,487 36,000 -- -- --
1998 141,867 60,000 -- 100,000 --
1997 -- -- -- -- --
</TABLE>
- -------------
(1) Represents car insurance payments by the Company.
(2) Represents the value of insurance premiums paid by the Company with
respect to whole life insurance for the benefit of the Named Executives.
With respect to Mr. Carns, such amount also includes payments pursuant
to the terms of the Release Agreement (as hereinafter defined),
including, among other things (i) continued salary through and including
April 26, 2001 at a rate of $318,000 per annum, (ii) a lump sum payment
of $300,000 payable within eight days of executing the Release
Agreement; (iii) a lump sum
-6-
<PAGE>
payment of $300,000 payable on May 24, 2000; and (iv) payment for
accrued vacation time. All required deductions, in accordance with the
Company's regular payroll practices, will or have been deducted from
each of such payments.
(3) On January 4, 2000 Nagarjun Valluripalli was named Co-Chief Executive
Officer.
(4) Rajkumar Koneru was named Co-Chief Executive Officer and President on
May 24, 1999. He resigned such position in January 2000 to assume the
positions of Chairman of the Board, President and Chief Executive
Officer of SeraNova, Inc., the Company's majority-owned Internet
solutions subsidiary.
(5) Stephen A. Carns was appointed Chief Executive Officer of the Company
on April 29, 1998 and resigned on May 24, 1999.
(6) Gerard E. Dorsey was appointed Senior Vice President-Finance and Chief
Financial Officer of the Company on April 29, 1998 and resigned on
September 30, 1999.
-7-
<PAGE>
OPTION GRANTS IN 1999
The following table sets forth information concerning individual grants of
stock options made pursuant to the Company's 1996 Plan during 1999 to each of
the Named Executives. The Company has never granted any stock appreciation
rights.
<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
- ----------------------------------------------------------------------------------------------------------------
Individual Grants
- ----------------------------------------------------------------------------------------------------------------
<CAPTION>
Percent of Potential Realizable Value
Number of Total At Assumed Annual Rates
Securities Options of Stock Price
Name Underlying Granted to Exercise or Expiration Appreciation For Option
Options Employees Base Price Date Term(3)
Granted in Fiscal
Year(2)
(#) (1) ($/SH) 5%($) 10%($)
(a) (b) (c) (d) (e) (f) (g)
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Ashok Pandey.......... 300,000 8.7% $8.56 10/04/04 1,615,015 4,092,622
Nagarjun Valluripalli. 300,000 8.7% $8.56 10/04/04 1,615,015 4,092,622
Rajkumar Koneru....... 300,000 8.7% $8.56 10/04/04 1,615,015 4,092,622
Stephen A. Carns...... -- -- -- -- -- --
Nicholas Visco........ 50,000 1.4% $6.625 09/29/09 208,323 527,913
Gerard E. Dorsey...... -- -- -- -- -- --
</TABLE>
- ----------------
(1) Such options were granted pursuant to the Company's 1996 Plan. The 1996
Plan was adopted by the Board of Directors and approved by the
shareholders of the Company on June 3, 1996, and became effective on
July 12, 1996. A total of 4,700,000 shares are reserved for issuance
upon the exercise of options and/or stock purchase rights granted under
the 1996 Plan, 4,393,603 of which have been granted as of December 31,
1999. Those eligible to receive stock option grants or stock purchase
rights under the 1996 Plan include employees, non-employee Directors and
consultants. The 1996 Plan is administered by the Compensation Committee
of the Board of Directors of the Company. Subject to the provisions of
the 1996 Plan, the administrator of the 1996 Plan has the discretion to
determine the optionees and/or grantees, the type of options to be
granted (incentive stock options ("ISOs") or non-qualified stock options
("NQSOs")), the vesting provisions, the terms of the grants and such
other related provisions as are consistent with the 1996 Plan. The
exercise price of an ISO may not be less than the fair market value per
share of the Common Stock on the date of grant or, in the case of an
optionee who beneficially owns 10% or more of the outstanding capital
stock of the Company, not less than 110% of the fair market value per
share on the date of grant. The exercise price of a NQSO may not be less
than 85% of the fair market value per share of the Common Stock on the
date of grant or, in the case of an optionee who beneficially owns 10%
or more of the outstanding capital stock of the Company, not less than
110% of the fair market value per share on the date
-8-
<PAGE>
of grant. The purchase price of shares issued pursuant to stock
purchase rights may not be less than 50% of the fair market value of
such shares as of the offer date of such rights. The options terminate
not more than ten years from the date of grant, subject to earlier
termination on the optionee's death, disability or termination of
employment with the Company, but provide that the term of any options
granted to a holder of more than 10% of the outstanding shares of
capital stock may be no longer than five years. Options are not
assignable or otherwise transferable except by will or the laws of
descent and distribution. In the event of a merger or consolidation of
the Company with or into another corporation or the sale of all or
substantially all of the Company's assets in which the successor
corporation does not assume outstanding options or issue equivalent
options, the Board of Directors of the Company is required to provide
accelerated vesting of outstanding options. The 1996 Plan terminates on
July 11, 2006 unless sooner terminated by the Board of Directors.
(2) Based on an aggregate of 3,465,759 options granted to employees in 1999,
including options granted to the Named Executives.
(3) Based on a grant date fair market value of $8.56 for the grants
to each of Messrs. Pandey, Valluripalli and Koneru and $6.625 for the
grant to Mr. Visco.
-9-
<PAGE>
AGGREGATED OPTION EXERCISES IN FISCAL 1999 AND YEAR-END OPTION VALUES
The following table sets forth information concerning each exercise of
options during 1999 by each of the Named Executives and the year-end number and
value of unexercised options held by each of the Named Executives.
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
- --------------------------------------------------------------------------------------------------
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options at Options at
Fiscal Fiscal
Shares Year-End Year-End
Acquired on Value (#) ($)(1)
Name Exercise Realized Exercisable/ Exercisable/
(#) ($) Unexercisable Unexercisable
(a) (b) (c) (d) (e)
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Ashok Pandey......... -- -- --/ --/
300,000 4,857,000
Nagarjun Valluripalli -- -- --/ --/
300,000 4,857,000
Rajkumar Koneru...... -- -- --/ --/
300,000 4,857,000
Stephen A. Carns(2).. -- -- 75,000/ 503,125
225,000 1,509,375
Nicholas Visco....... -- -- 2,500/ 16,563/
57,500 955,938
Gerard E. Dorsey -- -- --/-- --/--
</TABLE>
- ------------------
(1) Based on a year-end fair market value of the underlying securities equal to
$24.75 less the exercise price for such shares.
(2) Pursuant to the terms of the Release Agreement (as hereinafter defined),
82,500 of such options previously granted to Mr. Carns were deemed vested.
EMPLOYMENT AGREEMENTS, CHANGE-IN-CONTROL AGREEMENTS, INDEMNIFICATION AGREEMENTS,
NON-COMPETITION, NON-DISCLOSURE AND NON-SOLICITATION AGREEMENTS
Mr. Carns entered into a three-year employment agreement with the Company
commencing April 27, 1998. On May 24, 1999, Mr. Carns resigned as the Company's
President and Chief Executive Officer and as a director. As a result of such
resignation, Mr. Carns entered into an Agreement and General Release (the
"Release Agreement") with the Company, Ashok Pandey, Nagarjun Valluripalli and
Rajkumar Koneru (the "Parties"). Under the terms of the Agreement, the Company
has paid or will pay to Mr. Carns among other things (i) continued salary
through and including April 26, 2001 at a rate of $318,000 per annum, (ii) a
lump sum payment of $300,000 payable within eight days of executing the Release
Agreement; (iii) a lump sum payment of $300,000 payable on May 24,
-10-
<PAGE>
2000; and (iv) payment for accrued vacation time. All required deductions in
accordance with the Company's regular payroll practices, will or have been
deducted from each of such payments. The above agreements require Mr. Carns to,
among other things, maintain the confidentiality of Company information; and for
a period of one year, not compete with the Company in any state or territory of
the United States, or any other country, where the Company does business by
engaging in any capacity in any business which is competitive with the business
of the Company. Additionally, Mr. Carns shall not solicit the Company's
customers or employees.
Mr. Visco entered into an employment agreement with the Company commencing
October 1, 1999. Such employment agreement is terminable at will by either party
upon 30 days notice. Pursuant to the terms of such agreement, Mr. Visco is
entitled to an annual base salary of $150,000 and a potential annual bonus of
30% of such base salary. In addition to the provisions of such agreement
requiring Mr. Visco to maintain the confidentiality of the Company's proprietary
information and assign inventions to the Company, Mr. Visco has agreed that
during the term of his employment and for a period of one year following the
termination of his employment with the Company, he shall not (i) compete with
the Company, (ii) interfere with the Company's customer relationships or (iii)
solicit the Company's employees, executives and affiliates.
In addition to the foregoing, the Company has executed indemnification
agreements with each of its executive officers and Directors pursuant to which
the Company has agreed to indemnify such party to the full extent permitted by
law, subject to certain exceptions, if such party becomes subject to an action
because such party is a Director, officer, employee, agent or fiduciary of the
Company.
Substantially all of the Company's employees have agreed, pursuant to
written agreement, not to compete with the Company, not to disclose Company
information and not to solicit Company employees.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee is currently comprised of Nagarjun Valluripalli,
Klaus P. Besier and Dennis McIntosh. During 1999, the following Directors and
former Directors were, at various times members of the Compensation Committee:
Ashok Pandey, Rajkumar Koneru, Klaus Besier, Maxine Ballen and John E. Steuri.
There are no, and during 1999 there were no, Compensation Committee Interlocks.
-11-
<PAGE>
PERFORMANCE GRAPH
The following graph compares the cumulative total shareholder return on the
Company's Common Stock with the cumulative total return on the Nasdaq Market
Index and Peer Group Index (capitalization weighted) for the period beginning on
the date on which the SEC declared effective the Company's Form 8-A Registration
Statement pursuant to Section 12 of the Exchange Act and ending on the last day
of the Company's last completed fiscal year. The stock performance shown on the
graph below is not indicative of future price performance.
COMPARISON OF CUMULATIVE TOTAL RETURN(1)(2)
Among the Company, a Nasdaq Market Index
and Peer Group Index(3)
[Insert Performance Graph here]
<TABLE>
<CAPTION>
9/26/96 12/31/96 12/31/97 12/31/98 12/31/99
------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Intelligroup, Inc............ $100.00 $ 81.48 $141.67 $132.41 $183.33
Nasdaq Market Index.......... $100.00 $104.83 $128.44 $181.10 $335.15
1999 Peer Group Index
(Capitalization Weighted)(3). $100.00 $106.66 $137.15 $127.34 $229.31
</TABLE>
(1) Graph assumes $100 invested on September 26, 1996 in the Company's Common
Stock, the Nasdaq Composite Index and the Peer Group Index (capitalization
weighted).
(2) Cumulative total return assumes reinvestment of dividends.
(3) The Company has constructed a Peer Group Index of other information
technology consulting firms consisting of Cambridge Technology Partners,
Inc., Sapient Corporation, Technology Solutions Company, Metamor Worldwide
Inc., Renaissance Worldwide Inc., Answer Think Consulting Group, Inc.,
Marchfirst, Inc., Igate Capital Corporation, Complete Business Solutions,
Inc. and Computer Horizons Corp.
-12-
<PAGE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee has furnished the following report:
The Company's executive compensation policy is designed to attract and
retain highly qualified individuals for its executive positions and to provide
incentives for such executives to achieve maximum Company performance by
aligning the executives' interest with that of shareholders by basing a portion
of compensation on corporate performance.
Some of the Named Executives are subject to employment agreements which
establish salaries and other terms of employment. The Compensation Committee,
however, generally reviews and approves base salary levels for executive
officers of the Company at or about the start of the fiscal year and approves
actual bonuses after the end of the fiscal year based upon Company and
individual performance. The Compensation Committee also administers the
Company's 1996 Plan.
The Company's executive officer compensation program is comprised of base
salary, discretionary annual cash bonuses, stock options and various other
benefits, including medical insurance and a 401(k) Plan, which are generally
available to all employees of the Company.
Salaries, whether established pursuant to contract or otherwise, are
established in accordance with industry standards through review of publicly
available information concerning the compensation of officers of comparable
companies. Consideration is also given to relative responsibility, seniority,
individual experience and performance. Salary increases are generally made based
on increases in the industry for similar companies with similar performance
profiles and/or attainment of certain division or Company goals.
Bonuses are paid on an annual basis and are discretionary. The amount of
bonus is based on criteria which are designed to effectively measure a
particular executive's attainment of goals which relate to his or her duties and
responsibilities as well as overall Company performance. In general, the annual
incentive bonus is based on operational and financial results of the Company and
focuses on the contribution to these results of a business unit or division, and
the executive's individual performance in achieving the results.
The stock option program is designed to relate executives' and certain
middle managers' and other key personnel long-term interests to shareholders'
long-term interests. In general, stock option awards are granted if warranted by
the Company's growth and profitability. Stock options are awarded on the basis
of individual performance and/or the achievement of internal strategic
objectives.
Based on review of available information, the Committee believes that the
current Co-Chief Executive Officers' total annual compensation is reasonable and
appropriate given the size, complexity and historical performance of the
Company's business, the Company's position as compared to its peers in the
industry, and the specific challenges faced by the Company during the year, such
as changes in the market for computer products and services and other industry
factors. No specific weight was assigned to any of the criteria relative to the
Co-Chief Executive Officers' compensation.
Compensation Committee Members
(as currently constituted )
Nagarjun Valluripalli
Klaus P. Besier
Dennis McIntosh
-13-
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
COMMON STOCK
There are, as of April 17, 2000, approximately 90 holders of record and
2,730 beneficial holders of the Company's Common Stock. The following table sets
forth certain information, as of April 17, 2000, with respect to holdings of the
Company's Common Stock by (i) each person known by the Company to beneficially
own more than 5% of the total number of shares of Common Stock outstanding as of
such date, (ii) each of the Company's Directors (which includes all nominees)
and Named Executives, and (iii) all Directors and officers as a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) OF CLASS(2)
- ------------------------------------ -------------------- --------
<S> <C> <C>
(i) Certain Beneficial Owners:
Ashok K. Pandey Retained Annuity Trust (3)(4) 603,755 3.7%
Ashok Pandey (3)(4)(6)....................... 1,476,328 8.9%
Nagarjun Valluripalli (4)(7)................. 2,202,221 13.4%
Rajkumar Koneru (5)(8)....................... 2,202,220 13.4%
Capital Guardian Trust Company (9)........... 876,000 5.3%
NSA Investments, LLC (10).................... 1,398,980 8.5%
(ii) Directors (which includes all nominees)
and Named Executives who are not set
forth above:
Klaus Besier (11)............................ 10,000 *
Dennis McIntosh (12)......................... -- --
Nicholas Visco (13).......................... 2,870 *
(iii) All Directors and officers as a
group (6 persons) (14)................. 6,497,394 39.3%
</TABLE>
- -----------------
* Less than one percent.
(1) Except as set forth in the footnotes to this table and subject to
applicable community property law, the persons named in the table have
sole voting and investment power with respect to all shares of Common
Stock shown as beneficially owned by such shareholder.
(2) Applicable percentage of ownership is based on 16,493,926 shares of
Common Stock outstanding on April 17, 2000, plus any presently
exercisable stock options held by each such holder, and options which
will become exercisable within 60 days after April 17, 2000.
(3) On July 23, 1998, Ashok Pandey, by way of gift, transferred 1,500,000
shares of Common Stock into the Trust. Pursuant to the terms and
conditions of such Trust, Mr. Pandey receives an annual annuity from
such Trust. On August 13, 1999, Mr. Pandey received 896,245 shares of
Common Stock as an annual annuity from such Trust. As a result, Mr.
Pandey has direct ownership of 1,476,328 shares of Common Stock and has
indirect ownership of 603,755 shares of Common Stock held by the Trust.
Additionally, pursuant to the terms and conditions of such Trust, Mr.
Pandey and David Sorin, as trustees, have the sole power to vote or to
direct the vote of and to dispose of or direct the disposition of the
remaining shares.
(4) The address for each of Messrs. Pandey, Valluripalli and the Ashok K.
Pandey Retained Annuity Trust is c/o Intelligroup, Inc., 499 Thornall
Street, Edison, New Jersey 08837.
(5) The address for Mr. Koneru is c/o SeraNova, Inc., 499 Thornall Street,
Edison, New Jersey 08837.
(6) Represents 1,476,328 shares of Common Stock owned of record as of April
17, 2000. Excludes 300,000 shares of Common Stock underlying options
which become exercisable over time after June 17, 2000.
(7) Represents 2,202,220 shares of Common Stock owned of record as of
April 17, 2000. Excludes 300,000 shares of Common Stock underlying
options which become exercisable over time after June 17, 2000.
-14-
<PAGE>
(8) Represents 2,202,221 shares of Common Stock owned of record as of April
17, 2000. Excludes 300,000 shares of Common Stock underlying options
which become exercisable over time after June 17, 2000.
(9) The address for Capital Guardian Trust Company is 333 South Hope Street,
55th Floor, Los Angeles,
California 90025-3384. The information set forth on the table is based
solely upon data derived from a Schedule 13-G filed by such shareholder.
(10) The address for NSA Investments, LLC is 250 Engamore Lane, Suite 102,
Norwood, Massachusetts 02062. The information set forth on the table is
based solely upon data derived from a Schedule 13-D/A filed by such
shareholder.
(11) Includes 2,000 shares of Common Stock owned indirectly as spouse and
8,000 shares of Common Stock underlying options, granted to Mr. Besier
as a director of the Company, which are exercisable as of April 17, 2000
or sixty (60) days after such date. Excludes 40,000 shares of Common
Stock underlying options which became exercisable over time after such
period.
(12) Excludes 20,000 shares of Common Stock underlying options which become
exercisable over time after June 17, 2000.
(13) Includes 300 shares of Common Stock owned of record, 70 shares of Common
Stock owned indirectly by the Company's 401(k) plan and 2,500 shares of
Common Stock underlying options which are exercisable as of April 17,
2000 or sixty (60) days after such date. Excludes 57,500 shares of
Common Stock underlying options which become exercisable after such
period.
(14) Includes 603,755 shares of Common Stock owned of record by the Ashok K.
Pandey Retained Annuity Trust and an aggregate of 2,500 shares of Common
Stock underlying options granted to Directors and officers listed in the
table which are exercisable as of April 17, 2000 or within sixty (60)
days after such date. Excludes 1,017,500 shares underlying options
granted to executive officers and Directors which become exercisable
over time after such period.
-15-
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Messrs. Pandey, Koneru and Valluripalli were the sole shareholders of
Intelligroup Asia Private Ltd. ("Intelligroup Asia"). Historically, Intelligroup
Asia operated the Advanced Development Center in Hyderabad, India for the sole
and exclusive use and benefit of the Company and all contracts and commercial
arrangements of Intelligroup Asia were subject to prior approval by the Company.
The Company and Messrs. Pandey, Koneru and Valluripalli entered into an
agreement pursuant to which the Company would, subject to necessary Indian
government approvals, acquire the shares of Intelligroup Asia for nominal
consideration. Such Indian government approvals were received in September 1997.
As a result, the Company currently owns 99.8% of the shares of Intelligroup
Asia. The remaining shares are expected to be transferred to the Company by
Messrs. Pandey, Koneru and Valluripalli later this year. Upon consummation of
such transfer, Intelligroup Asia will then be a wholly-owned subsidiary of the
Company.
In November 1996, the Company commenced operations in Singapore with the
incorporation of Intelligroup Singapore Private Ltd. ("Intelligroup Singapore").
Each of the Company and Mr. Koneru owns 50% of Intelligroup Singapore.
Subsequent to December 31, 1995, the Company determined that it had
unrecorded and unpaid federal and state payroll-related taxes for certain
employees. As a result of the Company's voluntary disclosure to the Internal
Revenue Service of certain unpaid tax liabilities, on June 5, 1996, the Company
received an audit assessment from the Internal Revenue Service for unpaid 1994
and 1995 federal income tax withholding, FICA and FUTA taxes in the aggregate
amount of $814,000, of which approximately $800,000 was paid in 1996. No
interest or penalties were assessed. Reserves, aggregating $1.0 million,
including the amount of the Internal Revenue Service audit assessment, were
recorded at December 31, 1995. No assurance may be given, however, that
interest, penalties or additional state or federal taxes will not be assessed in
the future. The Company's principal shareholders, Messrs. Pandey, Koneru and
Valluripalli, have agreed to indemnify the Company for any and all losses which
the Company may sustain, in excess of the $1.0 million reserve, net of any tax
benefits realized by the Company, arising from or relating to federal or state
tax, interest or penalty payment obligations resulting from the above subject
matter. To secure such indemnification obligations, Messrs. Pandey, Koneru and
Valluripalli pledged to the Company an aggregate of $450,000 and 191,667 shares
of Common Stock owned by them. In December 1999, such cash and shares of Common
Stock were released from escrow.
The Board of Directors of the Company has adopted a policy requiring that
any future transactions between the Company and its officers, directors,
principal shareholders and their affiliates be on terms no less favorable to the
Company than could be obtained from unrelated third parties. In addition, New
Jersey law requires that any such transactions be approved by a majority of the
disinterested members of the Company's Board of Directors.
During 1999, the Company provided services to FirePond, Inc. (formerly
Clear With Computers, Inc.) ("FirePond") which produced revenues for the Company
totaling approximately $58,000. A member of the Company's Board of Directors,
Klaus P. Besier, serves as the Chief Executive Officer of FirePond. The Company
provided implementation services to various end clients, as a sub-contractor to
FirePond. Services were priced at rates comparable to other similar
sub-contracting arrangements in which the Company regularly participates.
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors of the Company has, subject to shareholder approval,
retained Arthur Andersen LLP as independent auditors of the Company for the year
ending December 31, 2000. Arthur Andersen LLP also served as independent
auditors of the Company for 1999. Neither the accounting firm nor any of its
members has any direct or indirect financial interest in or any connection with
the Company in any capacity other than as auditors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE
APPOINTMENT OF ARTHUR ANDERSEN LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY
FOR THE YEAR ENDING DECEMBER 31, 2000.
One or more representatives of Arthur Andersen LLP is expected to attend
the Meeting and to have an opportunity to make a statement and/or respond to
appropriate questions from shareholders.
-16-
<PAGE>
SHAREHOLDERS' PROPOSALS
Shareholders who wish to submit proposals for inclusion in the Company's
proxy statement and form of proxy relating to the 2001 Annual Meeting of
Shareholders must advise the Secretary of the Company of such proposals in
writing by December 30, 2000.
OTHER MATTERS
The Board of Directors is not aware of any matter to be presented for
action at the Meeting other than the matters referred to above and does not
intend to bring any other matters before the Meeting. However, if other matters
should come before the Meeting, it is intended that holders of the proxies will
vote thereon in their discretion.
GENERAL
The accompanying proxy is solicited by and on behalf of the Board of
Directors of the Company, whose notice of meeting is attached to this Proxy
Statement, and the entire cost of such solicitation will be borne by the
Company.
In addition to the use of the mails, proxies may be solicited by personal
interview, telephone and telegram by Directors, officers and other employees of
the Company who will not be specially compensated for these services. The
Company will also request that brokers, nominees, custodians and other
fiduciaries forward soliciting materials to the beneficial owners of shares held
of record by such brokers, nominees, custodians and other fiduciaries. The
Company will reimburse such persons for their reasonable expenses in connection
therewith.
Certain information contained in this Proxy Statement relating to the
occupations and security holdings of Directors and officers of the Company is
based upon information received from the individual Directors and officers.
INTELLIGROUP, INC. WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS REPORT ON
FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1999, INCLUDING FINANCIAL STATEMENTS
AND SCHEDULES THERETO BUT NOT INCLUDING EXHIBITS, TO EACH OF ITS SHAREHOLDERS OF
RECORD ON APRIL 17, 2000, AND TO EACH BENEFICIAL SHAREHOLDER ON THAT DATE UPON
WRITTEN REQUEST MADE TO THE SECRETARY OF THE COMPANY. A REASONABLE FEE WILL BE
CHARGED FOR COPIES OF REQUESTED EXHIBITS.
PLEASE DATE, SIGN AND RETURN THE PROXY CARD AT YOUR EARLIEST CONVENIENCE IN
THE ENCLOSED RETURN ENVELOPE. A PROMPT RETURN OF YOUR PROXY CARD WILL BE
APPRECIATED AS IT WILL SAVE THE EXPENSE OF FURTHER MAILINGS.
By Order of the Board of Directors
/s/ Nicholas Visco
Nicholas Visco,
Secretary
Edison, New Jersey
April 28, 2000
-17-
<PAGE>
INTELLIGROUP, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF THE COMPANY FOR THE ANNUAL MEETING OF SHAREHOLDERS
The undersigned hereby constitutes and appoints Ashok Pandey and Nicholas
Visco, and each of them, his or her true and lawful agent and proxy with full
power of substitution in each, to represent and to vote on behalf of the
undersigned all of the shares of Common Stock of Intelligroup, Inc. (the
"Company") which the undersigned is entitled to vote at the Annual Meeting of
Shareholders of the Company to be held at the Sheraton Hotel, 515 Route One
South, Iselin, New Jersey at 10:00 A.M., local time, on Tuesday, May 30, 2000
and at any adjournment or adjournments thereof, upon the following proposals
more fully described in the Notice of Annual Meeting of Shareholders and Proxy
Statement for the Meeting (receipt of which is hereby acknowledged).
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR PROPOSALS 1 AND 2.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
<PAGE>
1. ELECTION OF DIRECTORS.
Nominees: Ashok Pandey
FOR all nominees listed to the right Nagarjun Valluripalli
(except as indicated to the contrary below) | | Rajkumar Koneru
Klaus P. Besier
VOTE FOR all nominees listed at right, except vote Dennis McIntosh
withheld from the following nominees (if any). To
withhold authority to vote for any individual
nominee, write that nominee's name in the space
provided below.
- -----------------------------------------------------
WITHHOLDING AUTHORITY to vote for all nominees listed | |
to the right
2. APPROVAL OF PROPOSAL TO RATIFY THE APPOINTMENT OF ARTHUR ANDERSEN LLP AS
THE INDEPENDENT AUDITORS OF THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2000.
FOR | | AGAINST | | ABSTAIN | |
3. In his discretion, the proxy is authorized to vote upon other matters as
may properly come before the Meeting.
Dated: , 2000 NOTE: This proxy must be signed
-------------------------- exactly as the name appears hereon.
When shares are held by joint
-------------------------------- tenants, both should sign. If the
Signature of Shareholder signer is a corporation, please sign
full corporate name by duly authorized
---------------------------------- officer, giving full title as such. If
Signature of Shareholder if held the signer is a partnership, please
jointly sign in partnership name by authorized
person.
I will | | will not | | attend the
Meeting.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY, USING THE ENCLOSED
ENVELOPE.
