10-K/A 1 g75267e10-ka.txt INTELLIGENT SYSTEMS CORPORATION ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A AMENDMENT NO.1 Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001 Commission file number 1-9330 INTELLIGENT SYSTEMS CORPORATION -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) GEORGIA 58-1964787 -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 4355 SHACKLEFORD ROAD, NORCROSS, GEORGIA 30093 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (770) 381-2900 SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED ------------------- ----------------------------------------- COMMON STOCK, $.01 PAR VALUE AMERICAN STOCK EXCHANGE SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] As of March 15, 2002, 4,495,530 shares of Common Stock were outstanding. The aggregate market value of the Common Stock held by non-affiliates of the registrant was $10,483,674 (computed using the closing price of the Common Stock on March 15, 2002 as reported by the American Stock Exchange). DOCUMENTS INCORPORATED BY REFERENCE: Portions of the registrant's Proxy Statement for the Annual Meeting of Shareholders to be held on May 23, 2002, are incorporated by reference in Part III hereof. ================================================================================ This Amendment No. 1 to the Form 10-K for the year ended December 31, 2001 is being filed to correct an error on the cover page of the Form 10-K in the calculation of the market value of shares held by non-affiliates of the Registrant. The figure in the Form 10-K filed on March 22, 2002 was $3,494,558 which was the number of shares held by non-affiliates rather than the market value. The correct figure reflecting the market value of the shares held by non-affiliates is $10,483,674. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized. INTELLIGENT SYSTEMS CORPORATION Registrant Date: April 2, 2002 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 report 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, 2002 --------------------------------- Chief Executive Officer and Director J. Leland Strange (Principal Executive Officer) /s/ Bonnie L. Herron Chief Financial Officer April 2, 2002 --------------------------------- (Principal Accounting and Financial Officer) Bonnie L. Herron /s/ Donald A. McMahon Director April 2, 2002 --------------------------------- Donald A. McMahon /s/ James V. Napier Director April 2, 2002 --------------------------------- James V. Napier /s/ John B. Peatman Director April 2, 2002 --------------------------------- John B. Peatman /s/ Parker H. Petit Director April 2, 2002 --------------------------------- Parker H. Petit