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AS FILED WITH THE SECURITIES AND EXHCHANGE COMMISSION ON JULY 25, 1997
REGISTRATION STATEMENT NO.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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INTELLIGENT SYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)
GEORGIA 58-1964787
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
4355 SHACKLEFORD ROAD
NORCROSS, GEORGIA 30093
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(Address, including zip code, of Registrant's
Principal Executive Offices)
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INTELLIGENT SYSTEMS CORPORATION 1991 STOCK INCENTIVE PLAN
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(Full Title of the Plan)
J. LELAND STRANGE
CHAIRMAN OF THE BOARD AND PRESIDENT
INTELLIGENT SYSTEMS CORPORATION
4355 SHACKLEFORD ROAD
NORCROSS, GEORGIA 30093
(770) 381-2900
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
PHILIP H. MOiSE, ESQ.
NELSON MULLINS RILEY & SCARBOROUGH, L.L.P.
1201 PEACHTREE STREET, NE
400 COLONY SQUARE, SUITE 2200
ATLANTA, GA 30361
CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Aggregate Registration
Registered Registered(1) Price per Share(2) Offering Price(2) Fee
- --------------- ------------- ------------------ ----------------- ------------
Common Stock
par value $0.01 80,000 $2.9375 $1,380,625 $418
per share 195,000 $5.875
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(1) Represents additional shares being registered for issuance under the
Intelligent Systems Corporation 1991 Stock Incentive Plan (the "Plan"). This
Registration Statement also covers such indeterminate number of shares as may
be issued pursuant to the anti-dilution provisions of the Intelligent Systems
Corporation 1991 Stock Incentive Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Except for "Item 3. Incorporation of Documents by Reference" and "Item 8.
Exhibits" which are set forth herein, the contents of Registration Statement on
Form S-8 No. 33-99432 are incorporated herein by reference.
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,
1996;
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") since the
end of the fiscal year covered by the Annual Report referred to in
paragraph (a) above; 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, as amended by various reports and other
documents filed pursuant to the Exchange Act.
All documents filed by the Company pursuant to Sections 13, 14 and 15(d) of the
Exchange Act 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 8. EXHIBITS.
Exhibit
Number
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3.1 Amended and Restated Articles of Incorporation of the Company dated
November 14, 1991. (Incorporated by reference to Exhibit 3.1 to the
Company's Annual Report on Form 10-K for the year ended December 31,
1991.)
3.2 Bylaws of the Company through March 11, 1997. (Incorporated by reference
to Exhibit 3.2 to the Company's Annual Report on Form 10-K for the year
ended December 31, 1996.)
4.1 Intelligent Systems Corporation 1991 Stock Incentive Plan, as amended.
5.1 Opinion of Nelson Mullins Riley & Scarborough, L.L.P.
23.1 Consent of Arthur Andersen LLP
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23.2 Consent of Morley & Scott
23.3 Consent of Ernst & Young LLP
23.4 Consent of Nelson Mullins Riley & Scarborough, L.L.P. (contained in
Exhibit 5.1)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 July 25, 1997.
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 Act of 1933, this Registration
Statement has been signed by the following persons on July 25, 1997, in the
capacities indicated.
SIGNATURE TITLE
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/s/ J. Leland Strange Chairman of the Board, President, Chief
- ---------------------- Executive Officer and Director (Principal
J. Leland Strange Executive Officer)
/s/ Henry H. Birdsong Chief Financial Officer (Principal Financial
- ---------------------- and Accounting Officer)
Henry H. Birdsong
/s/ Donald A. McMahon Director
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Donald A. McMahon
/s/ James V. Napier Director
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James V. Napier
Director
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Dr. John B. Peatman
/s/ Parker H. Petit Director
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Parker H. Petit
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EXHIBIT INDEX
Exhibit
No. Exhibit
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3.1 Amended and Restated Articles of Incorporation of the Company
dated November 14, 1991. (Incorporated by reference to Exhibit
3.1 to the Company's Annual Report on Form 10-K for the year ended
December 31, 1991.)
3.2 Bylaws of the Company through March 11, 1997. (Incorporated by
reference to Exhibit 3.2 to the Company's Annual Report on Form
10-K for the year ended December 31, 1996.)
4.1 Intelligent Systems Corporation 1991 Stock Incentive Plan, as
amended.
5.1 Opinion of Nelson Mullins Riley & Scarborough, L.L.P.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Morley & Scott
23.3 Consent of Ernst & Young LLP
23.4 Consent of Nelson Mullins Riley & Scarborough, L.L.P.
(contained in Exhibit 5.1)
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