SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INTELLIGENT DECISION SYSTEMS, INC.
(Exact name of registrant as specified in charter)
Delaware 38-3286394
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
88 Danbury Road David A. Horowitz, President
Wilton, Connecticut 06987 88 Danbury Road
(203) 761-1057 Wilton, Connecticut 06987
(Address and telephone number of (203) 761-1057
registrant's principal executive (Name, address, and telephone number of
offices and principal place agent for service)
of business)
Copies to:
John D. Brasher Jr., Esq., Brasher & Company
90 Madison Street, Suite 707
Denver, Colorado, 80206
(303) 355-3000
1998 EMPLOYEE STOCK COMPENSATION PLAN
(Full Title of the Plan)
<TABLE>
<CAPTION>
Title of Each Class Proposed Maximum Proposed Maximum Amount of
of Securities Amount Being Offering Aggregate Offering Registration
Being Registered Registered Price Per Share(2) Price(2) Fee
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------
Common Stock(1) 6,000,000 $.0925 $555,000 $169
- ---------------------------------------------------------------------------------------------
</TABLE>
(1) The securities registered hereunder are shares of the registrant's common
stock, $.001 par value and are subject to awards to employees under the
registrant's 1998 Employee Stock Compensation Plan.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee, pursuant to rules 457(c) and 457(h) of the Securities Act
of 1933, on the basis of the average of the high and low prices for shares
of Common Stock on January 26, 1998.
<PAGE>
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I, Items 1 and
2, with respect to these shares will be delivered to the participants in
accordance with Form S-8 and Rule 428 under the Securities Act of 1933, as
amended. Such document(s) are not being filed with the Commission but constitute
(along with the documents incorporated by reference into the Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference in this Registration
Statement of Intelligent Decision Systems, Inc., a Delaware corporation
("Company"), and in the related Section 10(a) prospectus:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year ended
June 30, 1997;
(b) The Company's Quarterly Report on Form 10-QSB for the quarter ended
September 30, 1997;
(c) Description of the Company's Common Stock included in the
Registration Statement on Form S-4 filed on February 7, 1996, SEC
File No. 33-93058.
In addition, all documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities registered hereunder 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 a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Officers and Directors.
Section 145 of the General Corporation Law of the State of Delaware
(the "Delaware Law") empowers a Delaware corporation to indemnify any persons
who are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person was an officer or director
of such corporation, or is or was serving at the request of such corporation as
a director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided that such officer or
director acted in good faith and in a manner he reasonably believed to be in, or
not opposed to, the corporation's best interests, and for criminal proceedings,
had no reasonable cause to believe his conduct was illegal. A Delaware
corporation may indemnify officers and directors in an action by or in the right
of the corporation under the same conditions, except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to be
liable to the corporation in the performance of his duty. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses which
such officer or directly actually and reasonably incurred.
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In accordance with the Delaware Law, the Certificate of Incorporation
of the Company contains a provision to limit the personal liability of the
directors for violations of their fiduciary duty. This provision eliminates each
director's liability to the Company or its respective securityholders for
monetary damages except (i) for any breach of the director's duty of loyalty to
the Company or its securityholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the Delaware Law providing for liability of directors for
unlawful payment of dividends or unlawful stock purchases or redemptions, or
(iv) for any transaction from which a director derived an improper personal
benefit. The effect of this provision is to eliminate the personal liability of
directors for monetary damages for actions involving a breach of their fiduciary
duty of care, including any such actions involving gross negligence.
Article VIII of the Amended By-Laws of the Company also provides for
indemnification of directors and officers of the Company.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Number Description
5.1 Opinion of Brasher & Company, counsel to registrant[1]..............E-1
10.1 1998 Employee Stock Compensation Plan[1]............................E-3
23.1 Consent of Coopers & Lybrand, LLP[1]................................E-7
23.2 Consent of Brasher & Company (included in Exhibit 5.1)
[1] The exhibits are filed with this report.
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) 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 (the "1933 Act");
(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 this registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
provided, however, that paragraphs (i) and (ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
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<PAGE>
(2) That, for the purpose of determining any liability under the 1933
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) 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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the 1934 Act) that is incorporated by reference in
the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the 1933 Act
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 1933 Act 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 a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all 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 Grand Rapids, Michigan, on the date below.
Date: January 28, 1998 INTELLIGENT DECISION SYSTEMS, INC.
By: /s/ David A. Horowitz
____________________________________
David A. Horowitz, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons, in the
capacities and on the dates respectively indicated.
Name
Date
Title
/s/ David A. Horowitz
___________________________________
David A. Horowitz
January 28, 1998
President, Chief Executive Officer,
Treasurer, Director
/s/ Robert B. Hyte
___________________________________
Robert B. Hyte
January 28, 1998
Secretary, Director
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Brasher & Company
Attorneys at Law
90 Madison Street, Suite 707
Denver, Colorado, 80206
(303) 355-3000
TELEPHONE FACSIMILE
(303) 355-3000 (303) 355-3063
Januray 28, 1998
Board of Directors
Intelligent Decision Systems, Inc.
2025 East Beltline Avenue S.E., Suite 400
Grand Rapids, Michigan 49546
Re: Registration Statement on Form S-8
1998 Employee Stock Compensation Plan
Gentlemen:
We have acted as counsel to Intelligent Decision Systems, Inc., a Delaware
corporation ("Company"), in connection with the preparation and filing with the
U.S. Securities and Exchange Commission ("Commission") under the Securities Act
of 1933, as amended ("Act"), of the Company's registration statement on Form S-8
(together with all amendments, supplements and exhibits, the "Registration
Statement"). This Registration Statement relates to the registration under the
Act of 6,000,000 shares of the Company's common stock, $.001 par value
("Shares"), which may be awarded pursuant to the Company's 1998 Employee Stock
Compensation Plan ("Plan").
In connection with the opinions herein expressed, we have reviewed the Plan
and the registration Statement and included prospectus, and have examined and
relied upon, as to factual matters, originals or certified or photostatic copies
of such corporate records, including, without limitation, minutes of the Board
of Directors and other instruments, certificates of corporate officers and such
other documents as we have deemed necessary or appropriate for the opinions
expressed herein. In making such examinations, we have assumed the genuineness
of all signatures, the legal capacity of natural persons, the authenticity of
documents submitted to us as originals, the conformity to original documents of
documents submitted to us as certified or photostatic copies, and the
authenticity of originals of such photostatic copies.
We have examined and relied upon, as to matters of law, such statutes,
rules and judicial precedents and such other considerations of law as we, in our
judgment, have deemed necessary or appropriate for the purposes of rendering the
opinions expressed herein.
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<PAGE>
Brasher & Company
Board of Directors
Intelligent Decision Systems, Inc.
January 28, 1998
Page 2 of 2
Based upon and in reliance upon the foregoing, and subject to the
qualifications and limitations herein set forth, we are of the opinion that,
when the Registration Statement shall have become effective pursuant to the
rules and regulations of the commission, and the Shares have been sold and
issued as contemplated in the Registration Statement, such shares will be
legally issued, fully paid and nonassessable.
This opinion is limited to the laws of the United States of America and the
laws of the State of Delaware, and we express no opinion with respect to the
laws of any other jurisdiction.
We consent to the filing of this opinion with the Commission as an exhibit
to the Registration Statement and to all references made to our firm in the
Registration Statement. However, in rendering this opinion, we do not hereby
admit that we are acting within the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Commission under the Act.
This opinion is being delivered and is intended for use solely in regard to
the transactions contemplated by the registration Statement and may not be used,
circulated, quoted in whole or in part or otherwise referred to for any purpose
without our prior written consent and may not be relied upon by any person or
entity other than the company, its successors and assigns. This opinion is based
upon our knowledge of law and facts as of its date. We assume no duty to
communicate to you with respect to any matter which comes to our attention
hereafter.
Very truly yours,
BRASHER & COMPANY
/s/ John D. Brasher Jr.
John D. Brasher Jr.
for the Firm
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INTELLIGENT DECISION SYSTEMS, INC.
1998 EMPLOYEE STOCK COMPENSATION PLAN
1. Purpose of the Plan.
This 1998 Employee Stock Compensation Plan ("Plan") is intended to
further the growth and advance the best interests of INTELLIGENT DECISION
SYSTEMS, INC., a Delaware corporation (the "Company"), and Affiliated
Corporations by supporting and increasing the Company's ability to attract,
retain and compensate persons of experience and ability and whose services are
considered valuable, to encourage the sense of proprietorship in such persons,
and to stimulate the active interest of such persons in the development and
success of the Company and Affiliate Corporations. This Plan provides for stock
compensation through the award of the Company's Common Stock.
2. Definitions.
Whenever used in this Plan, except where the context might clearly
indicate otherwise, the following terms shall have the meanings set forth in
this section:
a. "Act" means the U.S. Securities Act Of 1933, as amended.
b. "Affiliated Corporation" means any, Parent or Subsidiary of
the Company.
c. "Award" or "grant" means any grant or sale of Common Stock
made under this Plan.
d. "Board of Directors" means the Board of Directors of the
Company. The term "Committee" is defined in Section 4 of this
Plan.
e. "Code" means the Internal Revenue Code of 1986, as amended.
f. "Common Stock" or "Common Shares" means the common stock,
$.00l par value per share, of the Company, or in the event
that the outstanding Common Shares are hereafter changed into
or exchanged for different shares or securities of the
Company, such other shares or securities.
g. "Date of Grant" means the day the Committee authorizes the
grant of Common Stock or such later date as may be specified
by the Committee as the date a particular award will become
effective.
h. "Employee" means and includes the following persons: (i)
executive officers, officers and directors (including advisory
and other special directors) of the Company or an Affiliated
Corporation; (ii) full-time and part-time employees of the
Company or an Affiliated Corporation; (iii) natural persons
engaged by the Company or an Affiliated Corporation as a
consultant, advisor or agent; and (iv) a lawyer, law firm,
accountant or accounting firm, or other professional or
professional firm engaged by the Company or an Affiliated
Corporation.
i. "Parent" means any corporation owning 50% or more of the total
combined voting stock of all classes of the Company or of
another corporation qualifying as a Parent within this
definition.
j. "Participant" means an Employer to whom an Award of Plan
Shares has been made.
k. "Plan Shares" means shares of Common Stock from time to time
subject to this Plan.
l. "Subsidiary" means a corporation more than 50% of whose total
combined capital stock of all classes is held by the Company
or by another corporation qualifying as a Subsidiary within
this definition.
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<PAGE>
3. Effective Date of the Plan.
The effective date of this Plan is January 29, l998. No Plan Shares
may be issued after December 31, 2002.
4. Administration of the Plan.
The Compensation Committee of the Board of Directors and in default of
the appointment or continued existence of such Committee, the Board of
Directors ("Committee") will be responsible for the administration of this
Plan, and will have sole power to award Common Shares under this Plan. Subject
to the express provisions of this Plan, the Committee shall have full authority
and sole and absolute discretion to interpret this Plan, to prescribe, amend
and rescind rules and regulations relating to it, and to make all other
determinations which it believes to be necessary or advisable in administering
this Plan. The determination of those eligible to receive an award of Plan
Shares shall rest in the sole discretion of the Committee, subject to the
provisions of this Plan. Awards of Plan Shares may be made as compensation for
services rendered, directly or in lien of other compensation payable, as a
bonus in recognition of past service or performance or may be sold to an
Employee as herein provided. The Committee may correct any defect, supply any
omission or reconcile any inconsistency in this Plan in such manner and to such
extent it shall deem necessary to carry it into effect. Any decision made, or
action taken, by the Committee arising out of or in connection with the
interpretation and administration of this Plan shall be final and conclusive.
5. Stock Subject to the Plan.
The maximum number of Plan Shares which may be awarded under this Plan
is 6,000,000 shares.
6. Persons Eligible to Receive Awards.
Awards may be granted only to Employees (as herein defined).
7. Grants or Awards of Plan Shares.
Except as otherwise provided herein, the Committee shall have complete
discretion to determine when and to which Employees Plan Shares are to be
granted, and the number of Plan Shares to be awarded to each Employee. A grant
to an Employee may be made for cash, property, services rendered or other form
of payment constituting lawful consideration under applicable law; Plan Shares
awarded other than for services rendered shall be sold at not less than the
fair value thereof on the date of grant. No grant will be made if, in the
judgment of the Committee, such a grant would constitute a public distribution
with the meaning of the Act or the rules and regulations promulgated
thereunder.
8. Delivery of Stock Certificates.
As promptly as practicable after authorizing an award of Plan Shares,
the Company shall deliver to the person who is the recipient of the award, a
certificate or certificates registered in that person's name, representing the
number of Plan Shares that were granted. Unless the Plan Shares have been
registered under the Act, each certificate evidencing Plan Shares shall bear a
legend to indicate that such shares represented by the certificate were issued
in a transaction which was not registered under the Act, and may only be sold
or transferred in a transaction that is registered under the Act or is exempt
from the registration requirements of the Act. In the absence of registration
under the Act, any person awarded Plan Shares may be required to execute and
deliver to the Company an investment letter, satisfactory in form and substance
to the Company, prior to issuance and delivery of the shares. An award may be
made under this Plan wherein the Plan Shares may be issued only after
registration under the Act.
9. Assignability.
An award of Plan Shares may not be assigned. Plan Shares themselves may
be assigned only after such shares have been awarded, issued and delivered, and
only in accordance with law and any transfer restrictions imposed at the time
of award.
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<PAGE>
10. Employment not Conferred.
Nothing in this Plan or in the award of Plan Shares shall confer upon any
Employee the right to continue in the employ of the Company or Affiliated
Corporation nor shall it interfere with or restrict in any way the lawful
rights of the Company or any Affiliated Corporation to discharge any Employee
at any time for any reason whatsoever, with or without cause.
11. Laws and Regulations.
The obligation of the Company to issue and deliver Plan Shares
following an award under this Plan shall be subject to the condition that the
Company be satisfied that the sale and delivery thereof will not violate the
Act or any other applicable laws, rules or regulations.
12. Withholding of Taxes.
If subject to withholding tax, the Company or any Affiliated
Corporation may require that the Employee concurrently pay to the Company the
entire amount or a portion of any taxes which the Company or Affiliated
Corporation is required to withhold by reason of granting Plan Shares, in such
amount as the Company or Affiliated Corporation in its discretion may
determine. In lieu of part or all of any such payment, the Employee may elect
to have the Company or Affiliated Corporation withhold from the Plan Shares
issued hereunder a sufficient number of shares to satisfy withholding
obligations. If the Company or Affiliated Corporation becomes required to pay
withholding taxes to any federal, state or other taxing authority as a result
of the granting of Plan Shares, and the Employee fails to provide the Company
or Affiliated Corporation with the funds with which to pay that withholding
tax, the Company or Affiliated Corporation may withhold up to 50% of each
payment of salary or bonus to the Employee (which will be in addition to any
required or permitted withholding), until the Company or Affiliated Corporation
has been reimbursed for the entire withholding tax it was required to pay in
respect of the award of Plan Shares.
13. Reservation of Shares.
The stock subject to this Plan shall, at all times, consist of
authorized but unissued Common Shares, or previously issued shares of Common
Stock reacquired or held by the Company or an Affiliated Corporation equal to
the maximum number of shares the Company may be required to issue as stated in
Section 5 of this Plan, and such number of Common Shares hereby is reserved for
such purpose.
14. Amendment and Termination of the Plan.
The Committee may suspend or terminate this Plan at any time or from
time to time, but no such action shall adversely affect the rights of a person
granted an Award under this Plan prior to that date. Otherwise, this Plan shall
terminate on the earlier of the terminal date stated in Section 3 of this Plan
or the date when all Plan Shares have been issued. The Committee shall have
absolute discretion to amend this Plan, subject only to those limitations
expressly set forth herein; however, the Committee shall have no authority to
extend the term of this Plan or to increase the number of Plan Shares subject
to award under this Plan. The Committee may decrease the number of shares
subject to this Plan.
15. Delivery of Plan.
A copy or description (for which a prospectus registering the Plan
Shares will serve) of this Plan shall be delivered to every person to whom an
award of Plan Shares is made. The Secretary of the Company may, but is not
required to, also deliver a copy of the resolution or resolutions of the
Committee authorizing the award.
16. Liability.
No member of the Board of Directors, the Committee or any other
committee of directors, or officers, employees or agents of the Company or any
Affiliated Corporation shall be personally liable for any action, omission or
determination made in good faith in connection with this Plan.
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<PAGE>
17. Miscellaneous Provisions.
The place of administration of this Plan shall be in the State of
Connecticut (or subsequently, wherever the Company's principal executive
offices are located), and the validity, construction, interpretation and effect
of this Plan and of its rules, regulations and rights relating to it, shall be
determined solely in accordance with the laws of the State of Delaware or
subsequent state of domicile, should the Company be redomiciled. Without
amending this Plan the Committee may issue Plan Shares to employees of the
Company who are foreign nationals or employed outside the United States, or
both, on such terms and conditions different from those specified in this Plan
but consistent with the purpose of this Plan, as it deems necessary and
desirable, to create equitable opportunities, given differences in tax laws in
other countries. All expenses of administering this Plan and issuing Plan
Shares shall be borne by the Company.
18. Reorganizations and Recapitalizations of the Company.
(a) The shares of Common Stock subject to this Plan are shares of the
Common Stock of the Company as currently constituted. If, and whenever, the
Company shall effect a subdivision or consolidation of shares or other capital
readjustment, the payment of a Common Stock dividend, a stock split,
combination of, shares (reverse stock split) or recapitalization or other
increase or reduction of the number of shares of the Common Stock outstanding
without receiving compensation therefor in money, services or property, then
the number of shares of Common Stock subject to this Plan shall (i) in the
event of an increase in the number of outstanding shares, be proportionately
increased and (ii) in the event of a reduction in the number of outstanding
shares, be proportionately reduced.
(b) Except as expressly provided above the Company's issuance of shares
of Common Stock of any class, or securities convertible into shares of Common
Stock of any class, for cash or property or for labor or services, either upon
direct sale or upon the exercise of rights or warrants to subscribe therefore
or upon conversion of shares or obligations of the Company convertible into or
exchangeable for shares of Common Stock or other securities, shall not affect,
and no adjustment by reason thereof shall be made with respect to, the number
of shares of Common Stock subject to this Plan.
By signature below, the undersigned officers of the Company hereby
certify that the foregoing is a true and correct copy of the 1998 Employee
Stock Compensation Plan of the Company.
DATED: January 28, 1998 INTELLIGENT DECISION SYSTEMS, INC.
/s/ David Horowitz
(SEAL) By....................................
Authorized Officer
Robert B. Hyte
By..............................
Secretary
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Coopers Coopers & Lybrand, L.L.P.
& Lybrand a professional services firm
We consent to the incorporation by reference in the registration statement of
Intelligent Decision Systems, Inc. and Subsidiaries (a Development Stage
Company) on Form S-8 (Filed on January 29, 1998) of our report, dated August 27,
1997, on our audit of the consolidated financial statements and financial
statement schedule of Intelligent Decision Systems, Inc. as of June 30, 1997,
and for the year ended June 30, 1997, which report is included in the Annual
Report on Form 10-KSB.
/s/ Coopers & Lybrand, L.L.P.
Grand Rapids, Michigan
January 29, 1998
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