May 27, 2009
VIA EDGAR AND OVERNIGHT DELIVERY
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Hagen J. Ganem and Jay Ingram
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Re: |
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Intelligent Systems Corporation
Registration Statement on Form S-3
Registration No. 333-158620 |
Ladies and Gentlemen:
Pursuant to Rule 477 of the Securities Act of 1933, as amended, (the Securities Act),
Intelligent Systems Corporation (the Company) hereby requests that the Securities and Exchange
Commission consent to the withdrawal of its Registration Statement on Form S-3(File No.
333-158620), together with all exhibits and amendments thereto (collectively, the S-3 Registration
Statement). The Company would like to withdraw the S-3 Registration Statement so that it may file
a Registration Statement on Form S-1 with respect to the rights and common stock that were the
subject of the S-3 Registration Statement. No shares of the Companys common stock have been sold
pursuant to the S-3 Registration Statement.
The Company requests in accordance with Rule 457(p) of the Securities Act that all fees paid
to the Commission in connection with the filing of the S-3 Registration Statement be credited for
future use.
Please provide Larry D. Ledbetter of Ledbetter Johnson Wanamaker Glass LLP a facsimile or
email copy of the order consenting to the withdrawal of the S-3 Registration Statement as soon as
it is available. The facsimile number is (404) 835-9450, and the email address is
lledbetter@ljwglaw.com.
Should you have any questions regarding this matter, please contact Larry Ledbetter at (404)
835-9503. Thank you for your assistance.
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INTELLIGENT SYSTEMS CORPORATION
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By: |
/s/ Bonnie L. Herron
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Bonnie L. Herron |
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Chief Financial Officer |
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