-----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, UnbkgzBMCjt5cr/zkQhtxF6zNszF2am9OvaSJle1TPvFbTavA369oqGQ0ATOCOf+ DpUal9BzJs0Yv5hwoqX0SA== 0000950144-01-004665.txt : 20010409 0000950144-01-004665.hdr.sgml : 20010409 ACCESSION NUMBER: 0000950144-01-004665 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20010402 EFFECTIVENESS DATE: 20010402 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTELLIGENT SYSTEMS CORP CENTRAL INDEX KEY: 0000320340 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOSPITALS [8060] IRS NUMBER: 581964787 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-58134 FILM NUMBER: 1591590 BUSINESS ADDRESS: STREET 1: 4355 SHACKLEFORD RD CITY: NORCROSS STATE: GA ZIP: 30093 BUSINESS PHONE: 4043812900 MAIL ADDRESS: STREET 1: 4355 SHACKLEFORD ROAD CITY: NORCROSS STATE: GA ZIP: 30093 S-8 1 g68181s-8.txt INTELLIGENT SYSTEMS CORPORATION 1 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.
- ---------------------------------------------------------------------------------------------------------- CALCULATION OF REGISTRATION FEE - ---------------------------------------------------------------------------------------------------------- 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 - ---------------------------------------------------------------------------------------------------------- Common Stock, 200,000 $3.78 (1) $756,000.00 $189.00 $.01 par value per share - ----------------------------------------------------------------------------------------------------------
(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. 2 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 2 3 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 - ------- ----------- 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)
3 4 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 4 5 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 ------------------------------------- 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 - --------- -------- ---- /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 - ------------------------------------- Donald A. McMahon /s/ James V. Napier Director April 2, 2001 - ------------------------------------- James V. Napier /s/ John B. Peatman Director April 2, 2001 - ------------------------------------- John B. Peatman /s/ Parker H. Petit Director April 2, 2001 - ------------------------------------- Parker H. Petit
5 6 EXHIBIT INDEX
Exhibit No. Exhibit - ------- ------- 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)
6 EX-4.3 2 g68181ex4-3.txt NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN 1 EX-4.3 INTELLIGENT SYSTEMS CORPORATION NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN 1. PURPOSE. The purpose of the Intelligent Systems Corporation Non-Employee Directors' Stock Option Plan (the "Plan") is to advance the interests of Intelligent Systems Corporation (the "Company"), a Georgia corporation, and its shareholders by providing members of the Company's Board of Directors (the "Board") who are not employees of the Company or any of its subsidiaries with additional incentives to promote the success of the Company, to increase their proprietary interest in the success of the Company, and to encourage them to remain on its Board. 2. ADMINISTRATION. This Plan shall be administered by the Board or a committee appointed by it for the purpose of administering the Plan (the Board or such committee, as the case may be, in such administrative capacity being hereinafter referred to as the "Administrator"). The Administrator shall have all the powers vested in it by the terms of the Plan, which include the authority (within the limitations described herein) to prescribe the form of the agreements embodying the awards of the non-qualified stock options (the "Options"). The Administrator, subject to the provisions of the Plan, shall grant Options under the Plan and shall have the power to construe the Plan, to determine all questions arising hereunder, and to adopt and amend such rules and regulations for the administration of the Plan as it may deem desirable. Any decision of the Administrator in the administration of the Plan, as described herein, shall be final and conclusive. The Administrator may act only by a majority of its members in office, except that the members of the Administrator may authorize any one or more of their number or the Secretary or any other executive officer of the Company to execute and deliver documents on behalf of the Administrator. 3. PARTICIPATION. Each member of the Board of the Company who is not an employee of the Company or any of its subsidiaries (a "Non-Employee Director") shall receive Options in accordance with Paragraph 5 below. As used herein, the term "subsidiary" means any corporation at least 50% of whose outstanding voting stock is owned, directly or indirectly, by the Company. 4. AWARDS UNDER THE PLAN. (a) Type of Awards. Awards under the Plan shall include only Options, which are rights to purchase shares of the common stock of the Company having a par value of $.01 per share (the "Shares"). All Options are subject to the terms, conditions, and restrictions specified in this Plan. (b) Maximum Number of Shares That May be Issued. No more than 200,000 Shares, subject to adjustment as provided in Paragraph 6 below, may be issued under the Plan pursuant to the exercise of Options. (c) Rights with Respect to Shares. A Non-Employee Director to whom an Option is granted (and any person succeeding to such a Non-Employee Director's rights pursuant to the Plan) shall have no rights as a shareholder with respect to any Shares issuable pursuant to any such Option until the date of the issuance of a stock certificate to him for such Shares. Except as provided in Paragraph 6 below, no adjustment shall be made for dividends, distributions, or other rights (whether ordinary or extraordinary, and whether in cash, securities, or other property) for which the record date is prior to the date such stock certificate is issued. 5. NON-QUALIFIED STOCK OPTIONS. All Options shall be non-qualified. Each Option shall be evidenced by an agreement in such form as the Board shall prescribe from time to time in accordance with the Plan and shall be subject to the following terms and conditions: 7 2 (a) The Option exercise price shall be the fair market value of the Shares subject to such Option on the date the Option is granted. The fair market value per Share on any date shall mean the closing sales price, regular way, or in the absence thereof, the mean of the last reported bid and asked quotations, on the date of grant. (b) Each Non-Employee Director on the date of adoption of the Plan shall receive an Option for 5,000 Shares. Any Non-Employee Director initially elected to the Board subsequent to the adoption of the Plan shall receive an Option for 5,000 Shares upon his election to the Board. Beginning on the date of the adoption of this Plan, on the date of the Annual Meeting of Shareholders each year thereafter during the life of this Plan, each Non-Employee Director then serving, shall receive an Option for 4,000 Shares. Such Options shall be subject to the terms, conditions and restrictions specified in this Plan. (c) An Option shall not be transferable by the optionee other than by will or the laws of descent and distribution, or pursuant to a qualified domestic relations order as defined by the Internal Revenue Code of 1986, as amended, or Title I of the Employee Retirement Income Security Act of 1974, as amended. (d) All Options shall have a term not to exceed ten (10) years and shall become cumulatively exercisable as to 50 percent of the shares covered thereby on each of the first and second anniversaries of the date of grant, so that on and after the second anniversary the Option shall be exercisable (to the extent not theretofore exercised) as to all of the Shares covered thereby. If an Option becomes exercisable on any such anniversary as to other than a whole number of Shares, such number shall be rounded down to the nearest whole number. (e) An Option shall not be exercisable unless payment in full is made for the Shares being acquired thereunder at the time of exercise, such payment to be made in United States Dollars by cash or check. It is expressly acknowledged, however, that to the extent permitted by Section 16 of the Securities Exchange Act of 1934 ("Section 16") "Cashless" exercises are permitted under this Plan. (f) Subject to Subparagraph 5(g) with respect to a Change of Control (as hereinafter defined), if a participant ceases to be a Non-Employee Director, the Non-Employee Director shall continue to have the right to exercise any Options for Shares that were exercisable at the time the Non-Employee Director ceased being a Non-Employee Director. All Options that were not exercisable at the time the Non-Employee Director ceased being a Non-Employee Director, shall be cancelled and of no further force or effect. (g) Notwithstanding any other contrary provision of this Plan, any outstanding Option which has not by its terms expired shall become exercisable in full in the event of a Change in Control. For purposes of this paragraph (g), a Change in Control shall mean: (i) The accumulation by an unrelated person of beneficial ownership of more than 25% of the Company's stock; or (ii) The sale, or agreement to sell, all or substantially all of the Company's assets to an unrelated person, in a merger or otherwise; or (iii) A change in control within the meaning of the SEC rules (control means "the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through ownership of voting securities, by contract, or otherwise"). 6. CAPITAL ADJUSTMENTS. The number and price of Shares covered by each Option and the total number of Shares that may be optioned and sold under the Plan shall be proportionately adjusted to reflect any stock dividend, stock split, or share combination of the common stock or any recapitalization of the Company. In the event of any merger, consolidation, reorganization, liquidation, or dissolution of the Company, or any exchange of Shares involving the common stock, any Option granted under the Plan shall automatically be deemed to pertain to the securities and other property to which a holder of the number of Shares covered by the Option would have been entitled to receive in connection with any such event. The 8 3 Administrator shall have the sole discretion to make all interpretations and determinations required under this paragraph to the extent it deems equitable and appropriate. The Company, during the term of the Options granted hereunder, shall at all times reserve and keep available, and will seek to obtain from any regulatory body having jurisdiction, any requisite authority in order to issue and sell such number of Shares of common stock as shall be sufficient to satisfy the requirements of the Options granted under the Plan. If, in the opinion of its counsel, the issuance or sale of any Shares of its stock hereunder shall not be lawful for any reason, including the inability of the Company to obtain from any regulatory body having jurisdiction authority deemed by such counsel to be necessary to such issuance or sale, the Company shall not be obligated to issue or sell any such Shares. 7. DEATH OR TOTAL DISABILITY. If any person to whom an Option has been granted shall die or become totally disabled while holding an Option that has not been fully exercised, his executors, administrators, heirs, personal representatives, or distributees, as the case may be, may, at any time until the expiration of the term of the Option, exercise the Option to the extent it was exercisable at the date of such participant's death or total disability. All Options that were not exercisable at the date of such participant's death or total disability shall be cancelled and of no further force and effect. 8. INDEMNIFICATION. Each person who is or shall have been a member of the Board shall be indemnified and held harmless by the Company against and from any and all loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him in connection with or resulting from any claim, action, suit, or proceeding to which he may be or become involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by him in settlement thereof (with the Company's written approval) or paid by him in satisfaction of a judgment in any such action, suit, or proceeding, except a judgment in favor of the Company based upon a finding of his lack of good faith; subject, however, to the condition that upon the institution of any claim, action, suit, or proceeding against him, he shall in writing give the Company an opportunity, at its expense, to handle and defend the same before he undertakes to handle and defend it on such person's own behalf. The foregoing right of indemnification shall not be exclusive of any other right to which such person may be entitled as a matter of law or otherwise, or any power that the Company may have to indemnify him or hold him harmless. Each member of the Board and each officer and employee of the Company shall be fully justified in relying or acting in good faith upon any information furnished in connection with the administration of the Plan by any appropriate person or persons other than himself. In no event shall any person who is or shall have been a member of the Board or an officer or employee of the Company be held liable for any determination made or other action taken or any omission to act in reliance upon any such information as referred to in the preceding sentence, or for any action (including the furnishing of information) taken or any omission to act, when any such determination, action, or omission is made in good faith. 9. MISCELLANEOUS PROVISIONS. (a) No Non-Employee Director or other person shall have any claim or right to be granted an Option under the Plan. Neither the Plan nor any action taken hereunder shall be construed as giving a Non-Employee Director any right to be retained in the service of the Company. (b) A participant's rights and interests under the Plan may not be assigned or transferred in whole or in part either directly or by operation of law or otherwise (except in the event of a participant's death, by will or the laws of descent and distribution or pursuant to a qualified domestic relations order), including, but not by way of limitation, execution, levy, garnishment, attachment, pledge, bankruptcy, or in any other manner, and no such right or interest of any participant in the Plan shall be subject to any obligation or liability of such participant. (c) No Shares shall be issued hereunder unless counsel for the Company shall be satisfied that such issuance will be in compliance with applicable federal, state, and other securities laws. (d) The Shares issued hereunder may not be sold except in full compliance with Section 16 and all other applicable federal, state and other securities laws. In particular, but without limiting the foregoing, no 9 4 Shares received pursuant to an exercise of an Option may be sold within 6 months of a purchase that is subject to the liability provisions of Section 16. (e) It shall be a condition to the obligation of the Company to issue Shares upon exercise of an Option that the participant (or any beneficiary or person entitled to act under paragraph 7 above) pay to the Company, upon its demand, such amount as may be requested by the Company for the purpose of satisfying any liability to withhold federal, state, local, or foreign income or other taxes. If the amount requested is not paid, the Company may refuse to issue Shares. (f) The expenses of administration of the Plan shall be borne by the Company. (g) The Plan shall be unfunded. The Company shall not be required to establish any special or separate fund or to make any other segregation of assets to ensure the issuance of Shares upon exercise of any Option under the Plan and issuance of Shares upon exercise of Options shall be subordinate to the claims of the Company's general creditors. (h) By accepting any Option or other benefit under the Plan, each participant and each person claiming under or through him shall be conclusively deemed to have indicated his acceptance and ratification of, and consent to, any action taken under the Plan by the Company or the Administrator. (i) The appropriate officers of the Company shall cause to be filed any reports, returns, or other information regarding Options hereunder or any Shares issued pursuant hereto as may be required by the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, or any other applicable statute, rule, or regulation (excluding reports pursuant to Section 16, which shall be the sole responsibility of a Non-Employee Director who receives or exercises an Option). 10. AMENDMENT. The Plan may be amended at any time and from time to time by the Board as the Board shall deem advisable. No amendment of the Plan shall materially and adversely affect any right of any participant with respect to any Option theretofore granted without such participant's written consent. 11. TERMINATION. This Plan shall terminate upon the earlier of the following dates or events to occur: (a) upon the adoption of a resolution of the Board terminating the Plan; or (b) ten years from the date the Plan is initially approved and adopted by the Board. No termination of the Plan shall materially and adversely affect any of the rights or obligations of any person, without his or her consent, under any Option theretofore granted under the Plan. 10 EX-5.1 3 g68181ex5-1.txt OPINION OF SUTHERLAND ASBILL & BRENNAN LLP 1 EX-5.1 Opinion of Sutherland Asbill & Brennan LLP April 2, 2001 Intelligent Systems Corporation 4355 Shackleford Road Norcross, GA30093 Ladies and Gentlemen: We have acted as counsel to Intelligent Systems Corporation (the "Company") in connection with the filing of a Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, covering the offering of up to 200,000 shares (the "Plan Shares") of the Registrant's Common Stock, $.01 par value per share (the "Common Stock"), that may be issued pursuant to the Intelligent Systems Corporation Non-Employee Directors' Stock Option Plan (the "Plan"). In connection therewith, we have examined such corporate records, certificates of public officials and other documents and records as we have considered necessary or proper for the purpose of this opinion. This opinion is limited by, and is in accordance with, the January 1, 1992, edition of the Interpretive Standards applicable to Legal Opinions to Third Parties in Corporate Transactions adopted by the Legal Opinion Committee of the Corporate and Banking Law Section of the State Bar of Georgia. Based on the foregoing, and having regard to legal considerations which we deem relevant, we are of the opinion that the Plan Shares covered by the Registration Statement, which may be issued pursuant to the Plan, will, when issued in accordance with the Plan, be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to all references to our firm included in or made a part of the Registration Statement. Sutherland Asbill & Brennan LLP By: /s/ Philip H. Moise Philip H. Moise, a partner 11 EX-23.1 4 g68181ex23-1.txt CONSENT OF ARTHUR ANDERSEN LLP 1 EX-23.1 CONSENT OF ARTHUR ANDERSON LLP As independent public accountants, we hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of Intelligent Systems Corporation of our report dated March 23, 2001 with respect to consolidated financial statements of Intelligent Systems Corporation included in the Form 10-K of Intelligent Systems Corporation for the year ended December 31, 2000, filed with the Securities and Exchange Commission. /s/ Arthur Andersen LLP Atlanta, Georgia March 27, 2001 12 EX-23.2 5 g68181ex23-2.txt CONSENT OF ERNST & YOUNG LLP 1 EX-23.2 CONSENT OF ERNST AND YOUNG LLP We consent to the incorporation by reference in the Registration Statement on Form S-8 of Intelligent Systems Corporation pertaining to the Intelligent Systems Corporation Non-Employee Directors' Stock Option Plan of our report dated February 16, 2001 except for the third paragraph of Note 11, which is dated March 17, 2001, with respect to consolidated financial statements of PaySys International, Inc. and subsidiaries as of December 31, 1999 and 2000 and for the three years in the period ended December 31, 2000 included in the Form 10-K for the year ended December 31, 2000, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP March 29, 2001 Atlanta, Georgia 13 EX-23.3 6 g68181ex23-3.txt CONSENT OF MOODY, FAMIGLIETTI AND ANDRONICO, LLP 1 EX-23.3 CONSENT OF MOODY, FAMIGLIETTI & ANDRONICO, LLP As independent public accountants, we hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of Intelligent Systems Corporation of our report dated February 27, 2001 with respect to consolidated financial statements of VISaer, Inc. and Subsidiaries for the year ended December 31, 2000 included in the Form 10-K of Intelligent Systems Corporation for the year ended December 31, 2000, filed with the Securities and Exchange Commission. /s/ Moody, Famiglietti & Andronico, LLP March 27, 2001 14 -----END PRIVACY-ENHANCED MESSAGE-----