UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Amendment No. 2)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934
INTELLIGENT SYSTEMS CORPORATION
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Common Stock, $0.01 par value
(Title of Class of Securities)
45816D100
(CUSIP Number of Class of Securities)
Bonnie L. Herron
Vice President, Chief Financial Officer and Secretary
Intelligent Systems Corporation
4355 Shackleford Road
Norcross, GA 30093
(770) 381-2900
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)
Copy to:
Larry D. Ledbetter, Esq.
Ledbetter Wanamaker Glass LLP
1201 Peachtree Street, Suite 1501
Atlanta, GA 30361
(404) 835-9503
CALCULATION OF FILING FEE
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Transaction valuation(1) |
Amount of filing fee(2) | |
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$5,000,000 |
$581 | |
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(1) |
The transaction valuation is estimated only for purposes of calculating the filing fee. This amount is based on the offer to purchase for not more than $5,000,000 in aggregate of up to 1,960,784 shares of common stock, par value $0.01 per share, at the minimum tender offer price of $2.55 per share. |
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(2) |
The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, equals $116.20 per $1,000,000 of the value of the transaction. |
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. |
Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $581 Filing Party: Intelligent Systems Corporation
Form or Registration No.: SC TO-1 Date Filed: April 22, 2015
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Check the box if filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
□ third-party tender offer subject to Rule 14d-1.
[x] issuer tender offer subject to Rule 13e-4.
□ going-private transaction subject to Rule 13e-3.
□ amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
□ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
□ Rule 14d-1(d) (Cross-Border Third Party Tender Offer)
This Amendment No. 2 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the “SEC”) by Intelligent Systems Corporation, a Georgia corporation (the “Company”), on April 22, 2015 as amended and supplemented by Amendment No. 1 to the Schedule TO filed with the SEC on May 20, 2015 (collectively, the “Schedule TO”), in connection with the Company’s offer to purchase for cash up to $5,000,000 in value of shares of its common stock, par value $0.01 per share (the “Shares”), at a price of not less than $2.55 nor greater than $3.00 per share upon the terms and subject to the conditions described in the Offer to Purchase, dated April 22, 2015 (the “Offer to Purchase”), a copy of which was filed as Exhibit (a)(1)(A) to the Schedule TO, and in the related Letter of Transmittal (the “Letter of Transmittal” and, together with the Offer to Purchase, the “Tender Offer”), a copy of which was filed as Exhibit (a)(1)(B) to the Schedule TO.
The purpose of this Amendment is to amend and supplement the Schedule TO. Only those items amended are reported in this Amendment. Except as specifically provided herein, the information contained in the Schedule TO, the Offer to Purchase and the Letter of Transmittal remains unchanged. This Amendment should be read in conjunction with the Schedule TO, the Offer to Purchase and the Letter of Transmittal
Item 11. Additional Information.
Item 11 of the Schedule TO is hereby amended and supplemented by adding the following at the end thereof:
“The Tender Offer expired at 12:00 Midnight, New York City time, on May 19, 2015. Based on a final count we have been advised by the depositary that 230,729 shares of our common stock were properly tendered and not withdrawn. In accordance with the terms of the Tender Offer we have accepted for purchase 230,729 shares at a purchase price of $3.00 per share. On May 22, 2015 we issued a press release announcing the final results of the Tender Offer. A copy of the press release is filed as Exhibit (a)(5)(iii) to this Schedule TO and is incorporated herein by reference.”
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:
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Exhibit Number |
Description | |
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(a)(5)(iii) |
Press Release issued by Intelligent Systems Corporation on May 22, 2015 | |
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Date: May 22, 2015 |
INTELLIGENT SYSTEMS CORPORATION |
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By: |
/s/ Bonnie L. Herron |
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Name: Bonnie L. Herron |
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Title: Vice President, Chief Financial Officer & Secretary |
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Exhibit (a)(5)(iii)
Intelligent Systems Corporation Announces Final Results Of Its Tender Offer
Atlanta, Ga., May 22, 2015 – Intelligent Systems Corporation (NYSE MKT: INS) (the “Company”) today announced the final results of its modified “Dutch auction” tender offer, which expired at 12:00 Midnight, New York City Time, on May 19, 2015.
Based on the final count by the depositary, an aggregate of 230,729 shares were properly tendered and not withdrawn at prices at or below $3.00 per share. Accordingly, pursuant to the terms of the Offer to Purchase, the Letter of Transmittal and applicable securities laws, the Company has accepted for purchase 230,729 shares of its common stock at a purchase price of $3.00 per share. These shares represent approximately 2.6% of the shares outstanding as of May 20, 2015. With the completion of the tender offer, the Company will have approximately 8,727,299 shares of common stock outstanding. The aggregate price that the Company paid in connection with the tender offer was $692,187, excluding transaction costs.
J. Leland Strange, President and CEO, commented, “When we began discussing strategic alternatives last December, our stock had been trading around $1.25. After the announcement and up to the time we announced the sale of ChemFree 3 ½ months later, the stock slowly but steadily approximately doubled in price. We announced our tender offer on April 22, 2015, and the day before our stock closed at $2.79. Since we historically have traded low volumes, we felt we should offer our shareholders, who wanted an opportunity to sell their shares without driving the price up, the ability to offer their shares back to the Company at a price up to $3.00.
“We had no idea whether or not we had shareholders that fit that description but obviously we did not. While on one hand, one could say the tender offer was a failure since so few shares were tendered, I consider it a complete success knowing that most of our shareholders feel as I do that the remaining value in INS is above this price. We appreciate their confidence and will continue to explore alternatives to grow our business and validate their confidence.”
The tender offer was made pursuant to an Offer to Purchase and Letter of Transmittal, each dated April 22, 2015.
The information agent for the tender offer is D.F. King & Co., Inc. and the depositary for the tender offer is American Stock Transfer & Trust Company, LLC. All questions and requests for information about the offer should be directed to D.F. King & Co., Inc. at (800) 499-8541.
About Intelligent Systems Corporation
For over thirty-five years, Intelligent Systems Corporation [NYSE MKT: INS] has identified, created, operated and grown technology companies. The Company’s principal continuing operations include CoreCard Software, Inc. (www.corecard.com) and its affiliate companies. CoreCard designs, develops, and markets a comprehensive suite of software solutions to corporations, financial institutions, retailers and processors to manage their credit and debit cards, prepaid cards, private label cards, fleet cards, loyalty programs, and accounts receivable and small loan transactions. CoreCard also offers prepaid and credit card processing services using its proprietary software solutions. Further information is available on the Company’s website at http://www.intelsys.com or by calling the Company at 770/381-2900.
CONTACT
Bonnie Herron, CFO
770-564-5504
bherron@intelsys.com