UNITED STATES
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): November 22, 2004
INTELLIGENT SYSTEMS CORPORATION
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(Exact name of Registrant as specified in its charter)
Georgia 1-9330 58-1964787
(State or other jurisdiction Commission (I.R.S. Employer
of incorporation or organization) file number Identification No.)
4355 Shackleford Road, Norcross, Georgia 30093
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (770) 381-2900
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2 below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFP
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4 (c))
ITEM 4.01 CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
On November 22, 2004, the Audit Committee of the Board of Directors of
Intelligent Systems Corporation ("Intelligent Systems") dismissed its Registered
Public Accounting Firm, BDO Seidman, LLP ("BDO") and appointed Tauber & Balser
P.C. ("Tauber") as its new Registered Public Accounting Firm for its fiscal year
ending December 31, 2004.
The audit reports issued by BDO on the consolidated financial statements of
Intelligent Systems as of and for the fiscal years ended December 31, 2003 and
December 31, 2002 did not contain any adverse opinion or disclaimer of opinion,
nor were they qualified or modified as to uncertainty, audit scope or accounting
principles.
During the period from BDO's appointment on July 3, 2002 and through the date of
this Form 8-K, there were no disagreements between Intelligent Systems and BDO
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which, if not resolved to BDO's
satisfaction, would have caused BDO to make reference to the subject matter of
the disagreements in connection with its reports on Intelligent Systems'
consolidated financial statements for such periods, nor have there been any
reportable events as listed in Item 304 (a)(1)(iv) of Regulation S-B.
Intelligent Systems provided BDO with a copy of the foregoing disclosures, and a
letter from BDO confirming its agreement with these disclosures is attached as
Exhibit 16.1 to this report.
During Intelligent Systems' two most recent fiscal years and through the date of
this Form 8-K, Intelligent Systems has not consulted with any other independent
accountant, including Tauber, with respect to any of the matters or reportable
events set forth in Item 304(a)(2) of Regulation S-B.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
Exhibits
16.1 Letter from BDO Seidman, LLP.
99.1 Press release issued by Intelligent Systems Corporation on November
24, 2004.
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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: November 24, 2004 INTELLIGENT SYSTEMS CORPORATION
(Registrant)
/s/ Bonnie L. Herron
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By: Bonnie L. Herron
Chief Financial Officer
Exhibit Index
Exhibit Number Description
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16.1 Letter from BDO Seidman, LLP
99.1 Press release issued by Intelligent Systems Corporation on
November 24, 2004
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