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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12B-25
Commission File Number 1-9330
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ]
Form N-SAR
For Period Ended: DECEMBER 31, 1997
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: _________________________________
Read attached instruction sheet before preparing form. Please print or type.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:________________________________
______________________________________________________________________________
PART I -- REGISTRANT INFORMATION
Full name of registrant INTELLIGENT SYSTEMS CORPORATION
Former name if applicable ________________________________________________
Address of principal executive office (street and number):
4355 SHACKLEFORD ROAD
NORCROSS, GEORGIA 30093
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PART II -- RULES 12B-25(B) AND (C)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following
should be completed. (Check box if appropriate)
[ ] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[ ] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K or Form N-SAR, or portion thereof
will be filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report or transition
report on Form 10-Q, or portion thereof will be filed on before the
fifth calendar day following the prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
Intelligent Systems Corporation ("ISC" or the "Company") is filing this
Notification of Late Filing with respect to its Report on Form 10-K for the
year ended December 31, 1997.
ISC represents that the reasons causing ISC's inability to timely file its
Report on Form 10-K could not be eliminated without unreasonable effort or
expense.
The Company has an investment in Visibility, Inc., a privately held company
that is accounted for using the equity method. The audit of Visibility is not
yet complete and therefore the Company is unable to file the required audited
financial statements, notes and opinion of auditors for Visibility, Inc.
Furthermore, the audit of the Company's financial statements cannot be
completed until the Visibility financial statements are substantially complete.
For this reason, management cannot timely file its Report on Form 10-K.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
HENRY H. BIRDSONG 770-381-2900
Name Telephone Number
(2) Have all other periodic reports required under section 13 or 15(d) of
the Securities Exchange Act of 1934 or No section 30 of the Investment
Company Act of 1940 during the
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preceding 12 months or for such shorter period that the registrant was
required to file such report(s) been filed? If answer is no, identify
report(s). [ X ] Yes [ ]
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by
the earnings statements to be included in the subject report or portion
thereof? [ X ] Yes [ ] No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
The Company anticipates that there will be a significant change in results
of operations reported for the year ended December 31, 1997 compared to the
corresponding prior period. For the year ended December 31, 1997, the
Company anticipates a loss of $7,176,000 compared to a profit of $4,239,000
in the year ended December 31, 1996. The results for 1997 include several
non-recurring and non-operating items, including a $953,000 charge for
purchased in-process research and development, a $2.6 million gain on sales
of investments, a $3.0 million write-off of a note receivable and a $2.3
million loss in equity of investments. In 1996, the Company recorded a
$6.9 million gain on sales of investments and non-recurring charges of
$1.25 million.
INTELLIGENT SYSTEMS CORPORATION
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date : March 23, 1998 By : /s/ Henry H. Birdsong
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Henry H. Birdsong
Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
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