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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>0000950144-01-500350.txt : 20010320
<SEC-HEADER>0000950144-01-500350.hdr.sgml : 20010320
ACCESSION NUMBER:		0000950144-01-500350
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20010319
ITEM INFORMATION:		
ITEM INFORMATION:		
FILED AS OF DATE:		20010319

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:		8-K
		SEC ACT:		
		SEC FILE NUMBER:	001-09330
		FILM NUMBER:		1571559

	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>8-K
<SEQUENCE>1
<FILENAME>g67772e8-k.txt
<DESCRIPTION>INTELLIGENT SYSTEMS CORPORATION
<TEXT>

<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

        Date of Report (Date of earliest event reported): March 19, 2001


                         INTELLIGENT SYSTEMS CORPORATION
- --------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


       GEORGIA                            1-9330                 58-1964787
(State or other jurisdiction       Commission file number     (I.R.S. Employer
of 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

                                 NOT APPLICABLE
          (Former Name or Former Address, if Changed Since Last Report)


<PAGE>   2


ITEM 5. OTHER EVENTS

         On March 19, 2001, the Registrant issued a press release announcing a
definitive agreement to sell its ownership position in PaySys International,
Inc., an affiliate company, to First Data Corp. in a transaction scheduled to
close no later than April 30, 2001. Under the terms of the agreement, if and
when the transaction closes, the Registrant expects to receive cash proceeds of
between $17 million and $19 million, plus $3.5 million principal, plus interest,
in repayment of short-term bridge financing. Attached as Exhibit 99.1 is a copy
of the press release issued on March 19, 2001 related to this proposed
transaction.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

         (c) Exhibits

                  99.1     Press Release, dated March 19, 2001

<PAGE>   3

                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Date: March 19, 2001                        INTELLIGENT SYSTEMS CORPORATION
                                                     (Registrant)

                                                /s/ Bonnie L. Herron
                                                --------------------------------
                                            By: Bonnie L. Herron
                                                Chief Financial Officer


<PAGE>   4

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit Number             Description
<S>               <C>
99.1              Press Release, dated March 19, 2001
</TABLE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>g67772ex99-1.txt
<DESCRIPTION>PRESS RELEASE, DATED MARCH 19, 2001
<TEXT>

<PAGE>   1

                                                                    EXHIBIT 99.1

               INTELLIGENT SYSTEMS AGREES TO SELL PAYSYS AFFILIATE

NORCROSS, GA - MARCH 19, 2001 - Intelligent Systems Corporation [AMEX: INS;
www.intelsys.com] announced today that it has agreed to sell its ownership
interest in PaySys International, Inc., an affiliate company and a leader in
financial transaction processing software applications, in a cash transaction.

         Intelligent Systems, along with other major shareholders of PaySys
International, Inc., entered into a definitive agreement on March 17, 2001 to
sell all of the outstanding stock of PaySys to Atlanta-based First Data Corp.
[NYSE: FDC], a global provider of e-commerce and payment services. Net cash to
Intelligent Systems at the closing is expected to be between $17.0 million and
$19.0 million. In addition, at the closing PaySys will repay to Intelligent
Systems $3.5 million principal amount, plus interest, related to short-term
bridge financing.

         Intelligent Systems will retain its pro rata ownership share
(approximately 32 percent) of two development stage companies that will be spun
off from PaySys immediately prior to the sale transaction. The two companies
will continue to design, develop and market the proprietary dBB operating
platform and application software that is under development by PaySys.

         As part of the transaction, an escrow fund will be set aside for
potential liabilities that may arise after the closing. The balance of the
escrow fund after payment of any such claims will be distributed pro rata to the
sellers as additional sale proceeds at various time periods over the next four
years.

         The definitive agreement provides for the transaction to close as soon
as possible but no later than April 30, 2001, subject to regulatory approval,
PaySys International shareholders approval, resolution of certain liabilities
and obligations of PaySys International and other closing conditions. While
Intelligent Systems believes the transaction will close on essentially the terms
and conditions agreed to by the parties, there can be no assurance that it will
close. The company expects to make a subsequent announcement when the
transaction is complete.

ABOUT INTELLIGENT SYSTEMS CORPORATION

         For more than twenty-five years, Intelligent Systems Corporation [AMEX:
INS] has identified, created, operated and grown early stage technology
companies. The company uses a combination of business know-how, flexible
support, a network of contacts and resources and equity capital to create
sustainable companies. Since 1990, the company has operated the Intelligent
Systems Incubator, an award-winning pioneer in privately funded incubators.
Further information is available on the company's website at www.intelsys.com,
or by calling the company's headquarters at 770/381-2900.

In addition to historical information, this news release contains
forward-looking statements relating to Intelligent Systems and its affiliated
companies. Such forward-looking statements are not guarantees of future
performance and involve risks and uncertainties. Actual results may differ
materially from those contemplated by such forward-looking statements and the
company

<PAGE>   2

does not undertake to update or revise any forward-looking statements whether as
a result of new developments or otherwise. Among the factors that could cause
actual results to differ materially are changes in financial market conditions,
actions of third parties, delays or changes of intent by third parties, delays
in product development, competitive pressures, technical difficulties, changes
in customer requirements, market acceptance of products and services,
availability of capital, availability of qualified personnel, financial results
and valuation of partner companies, and general economic conditions.





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