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EXHIBIT (a)(1)(D)
INTELLIGENT SYSTEMS CORPORATION
OFFER TO PURCHASE FOR CASH UP TO 1,000,000 SHARES OF ITS
COMMON STOCK, PAR VALUE $0.01 PER SHARE,
AT A PURCHASE PRICE OF $5.25 PER SHARE
June 1, 2001
THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, JUNE 29, 2001, UNLESS THE TENDER
OFFER IS EXTENDED.
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
Intelligent Systems Corporation, a Georgia corporation, has appointed
American Stock Transfer and Trust Co. to act as the Information Agent in
connection with its offer to purchase for cash, up to 1,000,000 shares of its
common stock, par value $0.01 per share, at the price of $5.25 per share, net to
the seller in cash, without interest, under the terms and conditions set forth
in its Offer to Purchase dated June 1, 2001, and in the related Letter of
Transmittal which together present the tender offer.
All shares properly tendered before the expiration date (as defined in
Section 1 of the Offer to Purchase), and not properly withdrawn, will be
purchased by ISC at the purchase price, net to the seller in cash, without
interest, under the terms and conditions of the tender offer, including the odd
lot and proration provisions thereof. See Sections 1 and 2 of the Offer to
Purchase. Shares not purchased because of proration will be returned at ISC's
expense to the shareholders who tendered such shares as promptly as practicable
after the expiration date. ISC reserves the right, in its sole discretion, to
purchase more than 1,000,000 shares under the tender offer, subject to
applicable law.
If, at the expiration date, more than 1,000,000 shares, or such greater
number of shares as ISC may elect to purchase in accordance with applicable law,
are properly tendered and not properly withdrawn, ISC will, under the terms and
conditions of the tender offer, accept shares for purchase first from "odd lot
holders" (as defined in Section 2 of the Offer to Purchase) who properly tender
all of their shares and then on a pro rata basis from all other shareholders
whose shares are properly tendered and not properly withdrawn.
The tender offer is not conditioned on any minimum number of shares
being tendered. The tender offer is, however, subject to other conditions. See
Section 7 - Conditions of the Tender Offer, of the Offer to Purchase.
For your information and for forwarding to your clients for whom you
hold shares registered in your name or in the name of your nominee, we are
enclosing the following documents:
- Offer to Purchase, dated June 1, 2001;
- Letter to clients that you may send to your clients for whose
accounts you hold shares registered in your name or in the
name of your nominee, with space provided for obtaining such
clients' instructions with regard to the tender offer;
- Letter of Transmittal for your use and for the information of
your clients (together with accompanying instructions and
Substitute Form W-9);
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- Notice of Guaranteed Delivery to be used to accept the tender
offer if the share certificates and all other required
documents cannot be delivered to the Depositary before the
expiration date or if the procedure for book-entry transfer
cannot be completed before the expiration date;
- Guidelines of the Internal Revenue Service for Certification
of Taxpayer Identification Number on Substitute Form W-9; and
- A return envelope addressed to the Depositary.
We urge you to contact your clients as promptly as possible. The tender
offer, proration period and withdrawal rights will expire at 12:00 midnight, New
York City time, on Friday, June 29, 2001, unless the expiration date of the
tender offer is extended.
No fees or commissions will be payable to brokers, dealers, commercial
banks, trust companies or any person for soliciting tenders of shares under the
tender offer other than fees paid to the Information Agent, as described in the
Offer to Purchase. ISC will, however, upon request, reimburse you for customary
mailing and handling expenses incurred by you in forwarding any of the enclosed
materials to the beneficial owners of shares held by you as a nominee or in a
fiduciary capacity. ISC will pay or cause to be paid any stock transfer taxes
applicable to its purchase of shares, except as otherwise provided in the Offer
to Purchase and Letter of Transmittal.
In order to take advantage of the tender offer, a properly completed
and duly executed Letter of Transmittal, or a manually signed facsimile thereof,
including any required signature guarantees and any other required documents,
should be sent to the Depositary with either a certificate or certificates
representing the tendered shares or confirmation of their book-entry transfer,
all in accordance with the instructions set forth in the Offer to Purchase and
Letter of Transmittal.
Holders of shares whose certificate(s) for such shares are not
immediately available, holders who cannot deliver such certificate(s) and all
other required documents to the Depositary or holders who cannot complete the
procedures for book-entry transfer before the expiration date must tender their
shares according to the procedure for guaranteed delivery set forth in Section 4
- - Procedures for Tendering Shares, of the Offer to Purchase.
Nothing contained herein or in the enclosed documents shall constitute
you or any other person as an agent of ISC, the Information Agent, the
Depositary or any affiliate of the foregoing, or authorize you or any other
person to use any document or make any statement on behalf of any of them in
connection with the tender offer other than the documents enclosed herewith and
the statements contained therein.
Any inquiries you may have with respect to the tender offer should be
addressed to American Stock Transfer and Trust Co., as Information Agent, at
their address and telephone number set forth in the Offer to Purchase and Letter
of Transmittal.
Very truly yours,
INTELLIGENT SYSTEMS CORPORATION
Enclosures
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