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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950144-01-004665.txt : 20010409
<SEC-HEADER>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
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>g68181s-8.txt
<DESCRIPTION>INTELLIGENT SYSTEMS CORPORATION
<TEXT>

<PAGE>   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.

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------

                                        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
- ----------------------------------------------------------------------------------------------------------
<S>                          <C>                   <C>                 <C>                  <C>
Common Stock,                 200,000              $3.78 (1)           $756,000.00             $189.00
$.01 par value per
share
- ----------------------------------------------------------------------------------------------------------
</TABLE>

(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.
<PAGE>   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
<PAGE>   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.

<TABLE>
<CAPTION>
Exhibit
No.      Exhibit
- -------  -----------
<S>      <C>
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)
</TABLE>


                                       3
<PAGE>   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
<PAGE>   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:

<TABLE>
<CAPTION>

Signature                                                   Capacity                               Date
- ---------                                                   --------                               ----
<S>                                           <C>                                                  <C>



/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
</TABLE>


                                       5
<PAGE>   6

EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
No.      Exhibit
- -------  -------
<S>      <C>
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)
</TABLE>


                                       6
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.3
<SEQUENCE>2
<FILENAME>g68181ex4-3.txt
<DESCRIPTION>NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
<TEXT>

<PAGE>   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
<PAGE>   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
<PAGE>   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
<PAGE>   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
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>3
<FILENAME>g68181ex5-1.txt
<DESCRIPTION>OPINION OF SUTHERLAND ASBILL & BRENNAN LLP
<TEXT>

<PAGE>   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
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>4
<FILENAME>g68181ex23-1.txt
<DESCRIPTION>CONSENT OF ARTHUR ANDERSEN LLP
<TEXT>

<PAGE>   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
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>5
<FILENAME>g68181ex23-2.txt
<DESCRIPTION>CONSENT OF ERNST & YOUNG LLP
<TEXT>

<PAGE>   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
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.3
<SEQUENCE>6
<FILENAME>g68181ex23-3.txt
<DESCRIPTION>CONSENT OF MOODY, FAMIGLIETTI AND ANDRONICO, LLP
<TEXT>

<PAGE>   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
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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