rrd45558_51422.html

-----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, GYmX213LhItAwm83Ktm/s/w9BviZ5llU1tdT46GwUKKV0ckr/mIVW5tzFj7CJBoG c5hk6fIiLjIjURZWnOc3eg== 0001181431-04-047533.txt : 20041013 0001181431-04-047533.hdr.sgml : 20041013 20041013144750 ACCESSION NUMBER: 0001181431-04-047533 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040930 FILED AS OF DATE: 20041013 DATE AS OF CHANGE: 20041013 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SOFTBANK CORP CENTRAL INDEX KEY: 0001065521 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-20943 FILM NUMBER: 041076825 BUSINESS ADDRESS: STREET 1: 24-1 NIHONBASHI-HAKOZAKI-CHO CITY: CHUO-KU TOKYO 103 BUSINESS PHONE: 01181356428376 MAIL ADDRESS: STREET 1: 24-1, NIHONBASHI-HAKOZAKI-CHO CITY: CHUO-KU TOKYO 103 STATE: MO REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SB Asia Pacific Investments LTD CENTRAL INDEX KEY: 0001305786 STATE OF INCORPORATION: E9 FISCAL YEAR END: 0730 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-20943 FILM NUMBER: 041076828 BUSINESS ADDRESS: STREET 1: UGLAND HOUSE, P.O. BOX 309 CITY: GEORGE TOWN STATE: E9 ZIP: 00000 BUSINESS PHONE: 617 558-6707 MAIL ADDRESS: STREET 1: UGLAND HOUSE, P.O. BOX 309 CITY: GEORGE TOWN STATE: E9 ZIP: 00000 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SB Asia Infrastructure Fund L.P. CENTRAL INDEX KEY: 0001305787 STATE OF INCORPORATION: E9 FISCAL YEAR END: 0730 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-20943 FILM NUMBER: 041076830 BUSINESS ADDRESS: STREET 1: UGLAND HOUSE, P.O. BOX 309 CITY: GEORGE TOWN STATE: E9 ZIP: 00000 BUSINESS PHONE: 617 558-6707 MAIL ADDRESS: STREET 1: UGLAND HOUSE, P.O. BOX 309 CITY: GEORGE TOWN STATE: E9 ZIP: 00000 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SB Asia Pacific Partners L.P. CENTRAL INDEX KEY: 0001305731 STATE OF INCORPORATION: E9 FISCAL YEAR END: 0730 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-20943 FILM NUMBER: 041076829 BUSINESS ADDRESS: STREET 1: UGLAND HOUSE, P.O. BOX 309 CITY: GEORGE TOWN STATE: E9 ZIP: 00000 BUSINESS PHONE: 617 558-6707 MAIL ADDRESS: STREET 1: UGLAND HOUSE, P.O. BOX 309 CITY: GEORGE TOWN STATE: E9 ZIP: 00000 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SB First Singapore pte Ltd. CENTRAL INDEX KEY: 0001305732 STATE OF INCORPORATION: U0 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-20943 FILM NUMBER: 041076826 BUSINESS ADDRESS: STREET 1: 8 CROSS STREET, #11-00 PWC BUILDING CITY: SINGAPORE STATE: U0 ZIP: 048424 BUSINESS PHONE: 617 558-6707 MAIL ADDRESS: STREET 1: 8 CROSS STREET, #11-00 PWC BUILDING CITY: SINGAPORE STATE: U0 ZIP: 048424 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Asia Infrastructure Investments LTD CENTRAL INDEX KEY: 0001305749 STATE OF INCORPORATION: E9 FISCAL YEAR END: 0730 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-20943 FILM NUMBER: 041076827 BUSINESS ADDRESS: STREET 1: UGLAND HOUSE, P.O. BOX 309 CITY: GEORGE TOWN STATE: E9 ZIP: 00000 BUSINESS PHONE: 617 558-6707 MAIL ADDRESS: STREET 1: UGLAND HOUSE, P.O. BOX 309 CITY: GEORGE TOWN STATE: E9 ZIP: 00000 3 1 rrd54720.xml FORM 3 X0202 3 2004-09-30 0 0001016439 INTELLIGROUP INC ITIGE 0001305787 SB Asia Infrastructure Fund L.P. UGLAND HOUSE, P.O. BOX 309 GEORGETOWN, GRAND CAYMAN E9 CAYMAN ISLANDS 0 0 1 0 0001305731 SB Asia Pacific Partners L.P. UGLAND HOUSE P.O. BOX 309 GEORGETOWN, GRAND CAYMAN E9 CAYMAN ISLANDS 0 0 1 0 0001305786 SB Asia Pacific Investments LTD UGLAND HOUSE P.O. BOX 309 GEORGETOWN, GRAND CAYMAN E9 CAYMAN ISLANDS 0 0 1 0 0001305749 Asia Infrastructure Investments LTD UGLAND HOUSE P.O. BOX 309 GEORGETOWN, GRAND CAYMAN E9 CAYMAN ISLANDS 0 0 1 0 0001305732 SB First Singapore pte Ltd. 8 CROSS STREET #11-000 PWC BUILDING SINGAPORE 048424 0 0 1 0 0001065521 SOFTBANK CORP 24-1 NIHONBASHI-HAKOZAKCHO CHUO-KU, TOKYO M0 103-8501 JAPAN 0 0 1 0 Common Stock 11764705 D Common Stock 5882353 I See Footnote Power is exercised by the sole general partner of the reporting person, SB Asia Pacific Partners LP. Includes 5,882,353 shares of common stock held by Venture Tech Assets Ltd. ("Venture Tech"). SB Asia Infrastructure Fund L.P. ("SAIF") is a party to a Common Stock Purchase Agreement, dated as of September 29, 2004 (the "Purchase Agreement"), by and among Intelligroup, Inc. (the "Company"), SAIF and Venture Tech. The Purchase Agreement provides for, under certain conditions, the designation by SAIF and Venture Tech of up to five members of the board of directors of the Company. By virtue of the Purchase Agreement, SAIF may be deemed a group with Venture Tech within the meaning of Section 13(d)(3) of the Act, and as a result, to have beneficial ownership of the shares of common stock beneficially owned by Venture Tech. SAIF disclaims such beneficial ownership. /s/ Ronald D. Fisher 2004-10-12 EX-99. 2 rrd45558_51422.htm FORM 3 JOINT FILER INFORMATION rrd45558_51422.html

Exhibit 99

FORM 3 JOINT FILER INFORMATION

Name and Address of
"Reporting Persons":
SB Asia Infrastructure Fund L.P.
Ugland House P.O. Box 309
GeorgeTown, Grand Cayman, Cayman Islands

SB Asia Pacific Partners LP
Ugland House P.O. Box 309
GeorgeTown, Grand Cayman, Cayman Islands

SB Asia Pacific Investments Limited
Ugland House P.O. Box 309
GeorgeTown, Grand Cayman, Cayman Islands

Asia Infrastructure Investments Limited
Ugland House P.O. Box 309
GeorgeTown, Grand Cayman, Cayman Islands

SB First Singapore Pte Ltd.
8 Cross Street, #11-000 PwC Building
Singapore 048424

SOFTBANK Corp.
24-1, Nihonbashi-Hakozakicho,
Chuo-Ku, Tokyo 103-8501 Japan

Designated Filer: SB Asia Infrastructure Fund L.P.
Issuer and Ticker Symbol: Intelligroup, Inc. "ITIGE"
Date of Event: September 30, 2004

Each of the following is a Joint Filer with SB Asia Infrastructure Fund L.P. ("SAIF") and may be deemed
to share indirect beneficial ownership in the securities set forth on the attached Form 3:

SB Asia Pacific Partners LP ("SAPP") is the sole general partner of SAIF. SB Asia Pacific Investments
Limited ("SAPIL") is the sole general partner of SAPP. Asia Infrastructure Investments Limited ("AIIL")
is the sole shareholder of SAPIL. SB First Singapore Ltd. ("SFSL") is a voting shareholder of AIIL and
exercises control with respect to AIIL's interest in SAPIL. SOFTBANK Corp. is the sole shareholder
of SFSL.

Pursuant to Instruction (5)(b)(iv) of Form 3, the Reporting Persons have elected to report as indirectly
beneficially owned the entire number of securities beneficially owned by the Designated filer. The
Reporting Persons disclaims beneficial ownership of any securities, and proceeds thereof, that exceed
his or her pecuniary interest therein, and/or that are not actually distributed to him or her.

The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the
Securities Exchange Act of 1934, or otherwise, any of the Reporting Persons are the beneficial owners of
all of the equity securities covered by this statement.

Each of the Reporting Persons listed above hereby designates SAIF as its designated filer of Forms 3, 4
and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder.
Each Reporting Person hereby appoints SAIF as its attorney in fact for the purpose of making reports
relating to transactions in Intelligroup, Inc. Common Stock.

SB ASIA INFRASTRUCTURE FUND L.P.
By: /s/ Ronald D. Fisher
Name: Ronald D. Fisher
Title: Director of SB Asia Pacific
Investments Limited, which is
The General Partner of SB
Asia Pacific Partners L.P.
which is the General Partner
of SB Asia Infrastructure Fund L.P.

SB ASIA PACIFIC PARTNERS L.P.
By: /s/ Ronald D. Fisher
Name: Ronald D. Fisher
Title: Director of SB Asia Pacific
Investments Limited, which is
the General Partner of SB
Asia Pacific Partners L.P.

SB ASIA PACIFIC INVESTMENTS LIMITED
By: /s/ Ronald D. Fisher
Name: Ronald D. Fisher
Title: Director

ASIA INFRASTRUCTURE INVESTMENTS LIMITED
By: /s/ Ronald D. Fisher
Name: Ronald D. Fisher
Title: Director

SB FIRST SINGAPORE PTE LTD.
By: /s/ Steven J. Murray
Name: Steven J. Murray
Title: Attorney-in-Fact of SB First Singapore Pte. Ltd.

SOFTBANK CORP.
By: /s/ Steven J. Murray
Name: Steven J. Murray
Title: Attorney-in-Fact of SOFTBANK Corp.

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