INTELLIGROUP INC
8-K, 2000-03-22
COMPUTER INTEGRATED SYSTEMS DESIGN
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                       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)          March 14, 2000
                                                 -------------------------------


                               INTELLIGROUP, INC.
               (Exact Name of Registrant as Specified in Charter)


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


499 Thornall Street
Edison, New Jersey                                                   08837
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)                           (Zip Code)


Registrant's telephone number, including area code    (732) 590-1600
                                                  ------------------------------




- --------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)



<PAGE>

      ITEM 5.          OTHER EVENTS.

      On March 14, 2000, SeraNova,  Inc., a New Jersey corporation  ("SeraNova")
and a wholly-owned  subsidiary of  Intelligroup,  Inc., (the "Company")  entered
into a purchase  agreement with four  institutional  investors pursuant to which
such investors purchased an aggregate of 50 shares of SeraNova's common stock at
a price per share of $200,000,  for an aggregate  purchase price of $10 million.
The  investment   represents   approximately   4.8%  of  SeraNova's  issued  and
outstanding  shares of common stock.  In connection with such sale of its common
stock, SeraNova granted certain demand and piggyback registration rights to such
investors. In addition, at its option, SeraNova may sell an additional 25 shares
of its common stock for an additional $5 million to another  investor.  SeraNova
intends to use such proceeds for working capital and general corporate purposes.




<PAGE>

                                  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/ Ashok Pandey
                                       -----------------------------------------
                                    Name:  Ashok Pandey
                                    Title: Co-Chief Executive Officer

March 22, 2000


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