UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT ~~PURSUANT~~Pursuant TOto Section ~~SECTION~~ 13 ORor 15(Dd) OFof ~~THE SECURITIES~~the ~~EXCHANGE~~Securities ~~ACT~~Exchange OFAct of 1934

Date of Report (Date of earliest event reported): July 8 20, 2010

INTELLIGROUP, INC. (Exact name of registrant as specified in its charter)

(Exact Name of Registrant as Specified in Charter)


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

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


5 Independence Way, Suite 220 Princeton, New Jersey		08540
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (646) 810-7400

~~Check~~(Former ~~the~~name ~~appropriate~~or ~~box~~former ~~below~~address if ~~the~~changed ~~Form~~since ~~8-K~~last ~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A~~report.~~2. below~~):

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

OnItem ~~July 8, 2010, Intelligroup, Inc~~5.01 ~~(the~~Changes “Company”), Mobius Subsidiary Corporation, an indirect wholly-owned subsidiary of NTT DATA CORPORATION (the “Purchaser”), SB Asia Infrastructure Fund L.P. (“SAIF”) and Venture Tech Assets Ltd. (“Venture Tech” and together with SAIF, the “Principal Shareholders”) entered into a letter agreement formalizing in ~~writing~~Control ~~the agreement by the Principal Shareholders to pay a one-time cash bonus to certain members~~ of ~~the Company’s senior management team, including certain named executive officers, in recognition of their significant past contributions to the Company~~Registrant. Such letter agreement will become effective upon (i) the consummation of the previously announced tender offer contemplated by the Agreement and Plan of Merger, dated as of June 14, 2010 (the “Merger Agreement”), by and among the Company, NTT DATA CORPORATION and Purchaser and (ii) the Principal Shareholders’ receipt of their respective portions of the consideration payable in connection with the tender offer (such date, the “Applicable Date”). Pursuant to such letter agreement, Alok Bajpai, Chief Financial Officer, and Pankit Desai, Senior Vice President of Sales, North America and Europe, will each receive a one time cash bonus of $130,000 and $160,000, respectively, payable no later than the third business day following the Applicable Date. The remaining $830,000 will be paid to other members of the Company’s senior management team in accordance with the letter agreement.

~~The~~As ~~foregoing~~previously ~~description~~announced, on June 14, 2010, Intelligroup, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the ~~letter~~“Merger ~~agreement~~Agreement”) ~~does~~with ~~not~~NTT Data ~~purport~~Corporation (“Parent”) and Mobius Subsidiary Corporation, an indirect subsidiary of Parent (“Purchaser”), pursuant to bewhich Purchaser ~~complete~~will merge with and isinto ~~qualified~~the Company. Pursuant to the Merger inAgreement, ~~its~~upon ~~entirety~~the byterms ~~reference~~and subject to the ~~full~~conditions ~~text~~thereof, ofPurchaser commenced a tender offer (the ~~letter~~“Offer”) ~~agreement~~on June 21, a2010 ~~copy~~to acquire all of ~~which~~the isoutstanding ~~attached~~shares of common stock of the Company at a aspurchase ~~Exhibit 10~~price of $4.165 toper ~~this~~share ~~report~~in cash, without interest, less applicable withholding taxes (the “Per Share Amount”), upon the terms and subject isto ~~incorporated~~the conditions set forth in ~~this~~the ~~report~~Offer byto ~~reference~~Purchase, dated June 21, 2010, and the related Letter of Transmittal, each as amended or supplemented from time to time.

~~Item~~On July 920, 2010, Parent announced the expiration of the Offer.01 The Offer expired at 12:00 midnight, New York City time, on Monday, July 19, 2010. ~~Financial~~According ~~Statements~~to Computershare Trust Company, N.A., the depositary for the Offer, as of 12:00 midnight, New York City time, on Monday, July 19, 2010, a total of approximately 39,901,065 shares of the Company’s common stock were validly tendered and ~~Exhibits~~not withdrawn in the Offer (including approximately 39,005 shares tendered by notice of guaranteed delivery), which represented approximately 96.6% of all issued and outstanding shares of the Company’s common stock. Purchaser has accepted for payment all shares of the Company’s common stock that were validly tendered and not withdrawn, and payment for such shares will be made promptly, in accordance with the terms of the Offer. Purchaser now owns approximately 96.6% of all issued and outstanding shares of the Company’s common stock.

~~(d) Exhibits~~As soon as practicable, Parent intends to complete a “short-form” merger under the laws of the State of New Jersey, pursuant to which Purchaser will merge into the Company, with the Company as the surviving corporation, and the Company will become an indirect wholly-owned subsidiary of Parent.

Exhibit
No.		Description
10.1		Letter Agreement, dated as of July 8, 2010, by and among the Principal Shareholders, the Company and Purchaser.

At the effective time of the Merger (the “Effective Time”), each issued and outstanding share of the Company’s common stock that was not tendered pursuant to the Offer will be cancelled and converted into the right to receive the Per Share Amount (other than shares of the Company’s common stock that are held as treasury stock or held by Parent or Purchaser or their respective subsidiaries). In addition, at the Effective Time, each outstanding option to purchase the Company’s common stock (“Company Stock Option”) will be cancelled automatically and converted into the right to receive an amount of cash, without interest, equal to the product of (1) the excess, if any, of (A) the Per Share Amount over (B) the exercise price per share of the Company’s common stock subject to such Company Stock Option and (2) the number of shares of the Company’s common stock that were issuable upon exercise of such Company Stock Option immediately prior to the Effective Time, regardless of the vested status of such Company Stock Option.

~~SIGNATURE~~ Item 8.01 Other Events.

~~Pursuant~~On toJuly 20, ~~the~~2010, ~~requirements~~Parent ofissued a ~~the~~press ~~Securities~~release ~~Exchange~~announcing ~~Act~~the expiration of ~~1934,~~ the ~~registrant~~Offer ~~has~~and ~~duly caused~~the ~~this~~results ~~report~~thereof. A tocopy beof ~~signed~~the onpress ~~its~~release ~~behalf~~is byattached ~~the~~hereto ~~undersigned~~as ~~hereunto duly authorized~~Exhibit 99.1.

~~Date:~~Item ~~July 8,~~9.01 ~~2010~~ Financial Statements and Exhibits.

(d) Exhibits:


Exhibit No.		Description
99.1		Press Release of NTT Data Corporation, dated July 20, 2010

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/ Alok Bajpai
Alok Bajpai
Treasurer and CFO

Date: July 20, 2010

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