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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
INTELLIGENT SYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)
GEORGIA 58-1964787
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
4355 Shackleford Road
Norcross, Georgia 30093
(Address of Principal Executive Offices)
INTELLIGENT SYSTEMS CORPORATION NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
(Full Title of the Plan)
J. Leland Strange
Chairman of the Board, Chief Executive Officer and President
Intelligent Systems Corporation
4355 Shackleford Road
Norcross, Georgia 30093
(770) 381-2900
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
copy to:
David A. Wisniewski, Esq.
Sutherland Asbill & Brennan LLP
First Union Plaza, Suite 2300
999 Peachtree Street, N.E.
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CALCULATION OF REGISTRATION FEE
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Title Of Each Proposed Proposed
Class Of Maximum Maximum
Securities Amount Offering Aggregate Amount Of
To Be To Be Price Offering Registration
Registered Registered Per Unit Price Fee
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Common Stock, 200,000 $3.78 (1) $756,000.00 $189.00
$.01 par value per
share
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(1) In accordance with SEC Rule 457(c), this amount represents the average
of the high and low prices for our common stock on March 27, 2001,
being a date within five business days prior to the date of the filing
of this registration statement, as reported by The American Stock
Exchange.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference in this Registration Statement the
following documents and information heretofore filed by Intelligent Systems
Corporation (the "Company") with the Securities and Exchange Commission:
a. The Company's Annual Report on Form 10-K for the year ended December
31, 2000;
b. All other reports filed pursuant to Sections 13, 14 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act of 1934") since
December 31, 2000; and
c. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-B filed November 15, 1991, pursuant
to Section 12 of the Exchange Act of 1934, as amended by various reports and
other documents filed pursuant to the Exchange Act of 1934.
All documents filed by the Company pursuant to Sections 13, 14 and 15(d) of the
Exchange Act of 1934 after the date of this Registration Statement and prior to
the filing of a post-effective amendment that indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 14-2-850, et. seq., of the Georgia Business Corporation Code (the
"Code") authorizes the Company to indemnify its directors, officers, employees
and agents in certain circumstances. Section 14-2-856 expressly allows the
Company to provide, with shareholder approval, indemnification rights that are
broader than otherwise provided under the Code. Article Eight of the Company's
Bylaws provides for broader indemnification rights than expressly provided under
the Code. The following is a summary of the material provisions of Article
Eight.
Article Eight requires the Company to indemnify any director of the Company who
was or is a party, or is threatened to be made a party, to any threatened,
pending or completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, whether formal or informal, including any
action or suit by or in the right the Company (a "Proceeding") because he or she
is or was director, officer, employee, or agent of the Corporation, against any
judgment, settlement, penalty, fine, or reasonable expenses (including, but not
limited to, attorneys' fees and disbursements, court costs, and expert witness
fees) incurred with respect to the Proceeding, provided, however, that no
indemnification can be made for: (a) any appropriation by a director, in
violation of the director's duties, of any business opportunity of the Company;
(b) any acts or omissions of a director that involve intentional misconduct or a
knowing violation of law; (c) the types of liability set forth in Code Section
14-2-832 of the Code (dealing with unlawful distributions); or (d) any
transaction from which the director received an improper personal benefit.
Article Eight also provides that, if the board approves, a Director may have
expenses (including, but not limited to, attorneys' fees and disbursements,
court costs and expert witness fees) advanced to the Director prior to the final
disposition of the Proceeding; provided that the Director furnishes the Company
a written affirmation of his or her good faith belief that he or she has met the
applicable standard of conduct
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and a written undertaking and agreement to repay to the Company any advances
made if it is determined that the Director is not entitled to be indemnified by
the Company for such amounts. The Company is also required to provide similar
rights to each director who is or was serving as a director, officer, partner,
trustee, employee or agent of (a) Intelligent Systems Master, L.P., INTS
Management Company or any of their current or former affiliates, or (b) another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise at the Company's request.
The Board of Directors also has the authority to extend to officers, employees
and agents the same indemnification rights held by directors, subject to all of
the accompanying conditions and obligations. The Board of Directors has not yet
extended any such indemnification rights to any officers, employees or agents.
The Company, upon authorization by the Board of Directors, has the power to
enter into an agreement or agreements providing to any person who was or is a
director, officer, employee or agent of the Company, indemnification rights
substantially the same as those provided under Article Eight. The Company has
entered into an Indemnification Rights Agreement with each director of the
Company.
The Company has the power to purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Company
against any liability asserted against him or incurred by him in any such
capacity, whether or not the Company would have the power to indemnify the
Director against such liability under Article Eight.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS.
Exhibit
No. Exhibit
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4.1 Articles of Amendment to the Articles of Incorporation of the Company
dated November 25, 1997 (incorporated by reference to Exhibit 3.1 to
the Company's Current Report on Form 8-K dated November 25, 1997).
4.2 Bylaws of the Company last amended June 6, 1997 (incorporated by
reference to Exhibit 3(ii) to the Company's Annual Report on Form
10-K/A for the year ended December 31, 1997).
4.3 Intelligent Systems Corporation Non-Employee Directors' Stock Option
Plan.
5.1 Opinion of Sutherland Asbill & Brennan LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Ernst and Young LLP.
23.3 Consent of Moody, Famiglietti and Andronico, LLP
23.4 Consent of Sutherland Asbill & Brennan LLP (contained in Exhibit 5.1)
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ITEM 9. UNDERTAKINGS
1. The undersigned registrant hereby undertakes:
a. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by or furnished by the issuer
pursuant to Section 13 or Section 15(d) of the Exchange Act of 1934 that are
incorporated by reference herein.
b. That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
c. To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act of 1934) that
is incorporated by reference in the Registration Statement shall be deemed to be
a new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to the court of appropriate jurisdiction
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the question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Norcross, State of Georgia, on April 2, 2001.
INTELLIGENT SYSTEMS CORPORATION
By: /s/ J. Leland Strange
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J. Leland Strange
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this registration statement has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated:
Signature Capacity Date
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/s/ J. Leland Strange Chairman of the Board, President, April 2, 2001
- ------------------------------------- Chief Executive Officer and Director
J. Leland Strange (Principal Executive Officer)
/s/ Bonnie L. Herron Chief Financial Officer April 2, 2001
- ------------------------------------- (Principal Accounting and Financial Officer)
Bonnie L. Herron
/s/ Donald A. McMahon Director April 2, 2001
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Donald A. McMahon
/s/ James V. Napier Director April 2, 2001
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James V. Napier
/s/ John B. Peatman Director April 2, 2001
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John B. Peatman
/s/ Parker H. Petit Director April 2, 2001
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Parker H. Petit
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EXHIBIT INDEX
Exhibit
No. Exhibit
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4.1 Articles of Amendment to the Articles of Incorporation of the Company
dated November 25, 1997 (incorporated by reference to Exhibit 3.1 to
the Company's Current Report on Form 8-K dated November 25, 1997).
4.2 Bylaws of the Company last amended June 6, 1997 (incorporated by
reference to Exhibit 3(ii) to the Company's Annual Report on Form
10-K/A for the year ended December 31, 1997).
4.3 Intelligent Systems Corporation Non-Employee Directors' Stock Option
Plan.
5.1 Opinion of Sutherland Asbill & Brennan LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Ernst and Young LLP.
23.3 Consent of Moody, Famiglietti & Andronico, LLP
23.4 Consent of Sutherland Asbill & Brennan LLP (contained in Exhibit 5.1)
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