SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13d-1(b) (c) AND (d) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
(AMENDMENT NO. 2 ) 1
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Intelligroup, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
45816A 10 6
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(CUSIP Number)
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|_| Rule 13d-1(b)
|_| Rule 13d-1(c)
|_| Rule 13d-1(d)
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1 The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
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 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 45816A 10 6 13G Page 2 of 5 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Ashok Pandey
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_|
(b)|_|
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3 SEC USE ONLY
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4
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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NUMBER OF
SHARES 5 SOLE VOTING POWER 1,476,328
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BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER 603,755
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EACH
REPORTING 7 SOLE DISPOSITIVE POWER 1,476,328
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PERSON WITH 8
SHARED DISPOSITIVE POWER 603,755
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,080,083
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* |_|
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 13.0%
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12 TYPE OF REPORTING PERSON* IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Item 1(a). Name of Issuer:
The issuer of the securities to which this statement relates is
Intelligroup, Inc., a New Jersey corporation.
Item 1(b). Address of Issuer's Principal Executive Offices
The issuer's principal executive offices are located at 499
Thornall Street, Edison, New Jersey 08837.
Item 2(a). Name of Person Filing:
The person filing is Ashok Pandey.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The principal business office is 499 Thornall Street, Edison, New
Jersey 08837.
Item 2(c). Citizenship:
The citizenship is U.S.A.
Item 2(d). Title of Class of Securities:
The title of the class of securities is common stock, $0.01 par
value.
Item 2(e). CUSIP Number:
The CUSIP number is 45816A 10 6.
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b) or (c), Check Whether the Person Filing is a:
Selection of a filing category pursuant to Rules 13d-1(b) or
13d-2(b) or (c) is not applicable.
Item 4. Ownership.
(a) The number of shares beneficially owned by Ashok Pandey is
2,080,083.
(b) The percent of the class held by Ashok Pandey is 9.3%.
(c)(i) Ashok Pandey has sole power to vote or to direct the
vote of 1,476,328 shares.
(ii) Ashok Pandey has the shared power to vote or to direct
the vote of 603,755 shares. On July 23, 1998, Ashok
Pandey, by way of gift, transferred 1,500,000 shares
into the Trust. Mr. Pandey receives an annual annuity
from such Trust. Such 603,755 shares reflect the number
of shares which remain in the Trust after shares
constituting the annual annuity were transferred by the
Trust to Ashok Pandey on August 13, 1999. 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 such 603,755 shares.
(iii) Ashok Pandey has sole power to dispose or to direct the
disposition 1,476,328 shares.
(iv) Ashok Pandey has the shared power to dispose or to
direct the disposition of 603,755 shares. On July 23,
1998, Ashok Pandey, by way of gift, transferred
1,500,000 shares into the Trust. Mr. Pandey receives an
annual annuity from such Trust. Such 603,755 shares
reflect the number of shares which remain in the Trust
after shares constituting the annual annuity were
transferred by the Trust to Ashok Pandey on August 13,
1999. 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 such
603,755 shares.
Item 5. Ownership of Five Percent or Less of a Class.
The ownership of five percent or less of a class is not
applicable.
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Item 6. Ownership of More than Five Percent on Behalf of Another Person.
The ownership of more than five percent on behalf of another
person is not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
The identification and classification of the subsidiary which
acquired the security being reported on by the parent holding
company is not applicable.
Item 8. Identification and Classification of Members of the Group.
The identification and classification of members of the group is
not applicable.
Item 9. Notice of Dissolution of Group.
The notice of dissolution of a group is not applicable.
Item 10. Certification.
The certification regarding Rule 13d-1(b) or Rule 13d-1(c) is not
applicable.
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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.
February 4, 2000 /s/ Ashok Pandey
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Ashok Pandey (Stockholder)
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
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 for whom copies are to be sent.
Attention. Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001.).
