SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D/A
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(a)
(Amendment No.1)
INTERCEPT, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
45845L107
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(CUSIP Number)
Marc Weingarten, Esq.
SCHULTE ROTH & ZABEL LLP
919 Third Avenue
New York, New York 10022
(212) 756-2000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 26, 2004
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
|_|. NOTE. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. SEE Rule 13d-7 for other
parties to whom copies are to be sent.
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1 The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, SEE the NOTES).
(page 1 of 6 pages)
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CUSIP No. 45845L107 13D Page 2 of 6 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JANA PARTNERS LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,639,937
OWNED BY
EACH
REPORTING
PERSON WITH
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8 SHARED VOTING POWER
-0-
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9 SOLE DISPOSITIVE POWER
1,639,937
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,639,937
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.10%
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14 TYPE OF REPORTING PERSON*
IA
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SEE INSTRUCTIONS BEFORE FILLING OUT!*
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CUSIP No. 45845L107 13D Page 3 of 6 Pages
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The Schedule 13D filed on April 12, 2004 (the "Schedule 13D") by Jana Partners
LLC, a Delaware limited liability company (the "Reporting Person"), relating to
the common stock, no par value (the "Shares"), of InterCept, Inc. (the "Issuer"
or "InterCept"), is hereby amended and supplemented as set forth below by this
Amendment No. 1 to the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
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Item 3 of the Schedule 13D is hereby amended and restated in its entirety as
follows:
The aggregate purchase price of the 1,639,937 Shares of Common Stock owned
beneficially by JANA Partners LLC is $19,830,617. Such Shares of Common Stock
were acquired with investment funds in accounts under management.
Item 4. Purpose of Transaction.
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Item 4 of the Schedule 13D is hereby supplemented as follows:
On April 26, 2004, the Reporting Person announced that it had filed a
counterclaim for injunctive and declaratory relief in Georgia federal court to
force the Issuer to comply with its longstanding bylaw provision requiring the
election of four directors to the Issuer's Board of Directors at its 2004 Annual
Meeting. In its court filing, the Reporting Person also seeks alternative relief
to bring other proposals to a vote at the Annual Meeting. The Reporting Person
is also seeking the court to force the Issuer to turn over all of the
information to the Reporting Person that it is entitled to under Georgia law in
order to effectively communicate with its fellow shareholders in connection with
the Annual Meeting. More information is available in the Reporting Person's
April 26, 2004 letter to John W. Collins, Chairman and Chief Executive Officer
of the Issuer, and the Reporting Person's April 26, 2004 press release, copies
of which are attached as exhibits hereto.
Item 5. Interest in Securities of the Issuer.
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Item 5(a) of the Schedule 13D is hereby amended and restated in its entirety as
follows:
(a) The aggregate percentage of Shares of Common Stock reported owned
beneficially by the Reporting Person is based upon 20,253,980 Shares
outstanding, which is the total number of Shares of Common Stock outstanding as
reported in the Issuer's Annual Report on Form 10-K for the year ended December
31, 2003.
As of the close of business on April 12, 2004, JANA Partners LLC beneficially
owned 1,639,937 Shares of Common Stock, constituting approximately 8.1% of the
Shares outstanding.
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CUSIP No. 45845L107 13D Page 4 of 6 Pages
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Item 7. Material to be Filed as Exhibits.
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Item 7 is hereby supplemented as follows:
Attached hereto as Exhibit 2 is a Letter, dated April 26, 2004, to John W.
Collins, Chairman and Chief Executive Officer of InterCept, Inc.
Attached hereto as Exhibit 3 is a press release, dated April 26, 2004.
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CUSIP No. 45845L107 13D Page 5 of 6 Pages
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SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: April 27, 2004 JANA PARTNERS LLC
By: /s/ Barry S. Rosenstein
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Barry S. Rosenstein
Managing Director
By: /s/ Gary Claar
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Gary Claar
Managing Director
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CUSIP No. 45845L107 13D Page 6 of 6 Pages
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SCHEDULE A
Schedule A of the Schedule 13D is hereby amended and restated in its entirety as
follows:
Transactions in the Shares During the Past 60 Days
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Shares of Common Stock Price Per Date of
Purchased (Sold) Share($) Purchase (Sale)
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218,610 12.3390 03/10/04
160,000 12.7084 03/11/04
50,000 12.4533 03/12/04
80,000 11.9757 03/15/04
67,600 11.4782 03/23/04
201,027 10.7546 03/24/04
50,000 10.8500 03/25/04
112,700 11.6988 03/30/04
95,400 12.0020 03/31/04
176,200 12.2856 04/01/04
173,900 12.4782 04/02/04
150,500 12.4860 04/05/04
84,000 12.8200 04/07/04
20,000 12.9000 04/12/04