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.6)
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)
May 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 4 pages)
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CUSIP No. 45845L107 13D Page 2 of 4 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 1,914,737
OWNED BY
EACH
REPORTING
PERSON WITH
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8 SHARED VOTING POWER
-0-
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9 SOLE DISPOSITIVE POWER
1,914,737
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,914,737
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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)
9.4%
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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 4 Pages
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The Schedule 13D filed on April 12, 2004 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"), as
amended by Amendment No. 1 relating to the Event Date of April 26, 2004,
Amendment No. 2 relating to the Event Date of April 29, 2004, Amendments No. 3
and No. 4 relating to the Event Date of May 3, 2004 (collectively, the "Schedule
13D"), and Amendment No. 5 relating to the Event Date of May 20, 2004 is hereby
amended and supplemented as set forth below by this Amendment No. 6 to the
Schedule 13D.
Item 4. Purpose of Transaction.
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Item 4 of the Schedule 13D is hereby supplemented as follows:
On May 26, 2004, the Reporting Person filed a Memorandum of Law in Support of
Expedited Treatment and For Entry of Declaratory Judgment (the "Memorandum") in
Georgia federal court seeking a declaration that the Reporting Person's proposal
to amend Section 3.3 of the Issuer's bylaws, to be considered at the Issuer's
2004 Annual Meeting, is valid and may be adopted by the shareholders. More
information is available in the Memorandum, a copy of which is attached as
exhibit 7 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 20,288,562 Shares
outstanding, which is the total number of Shares of Common Stock outstanding as
of May 7, 2004, as reported in the Issuer's Form 10-Q for the quarter ending
March 31, 2004, filed by the Issuer on May 10, 2004.
As of the close of business on May 27, 2004, JANA Partners LLC beneficially
owned 1,914,737 Shares of Common Stock, constituting approximately 9.4% of the
Shares outstanding.
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CUSIP No. 45845L107 13D Page 4 of 4 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: May 28, 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
Schedule A of the Schedule 13D is hereby amended and restated as follows:
JANA PARTNERS LLC
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 02/23/04
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
156,500 $14.7800 05/11/04
14,200 $13.7296 05/19/04
48,000 $13.5900 05/20/04
31,100 $14.4834 05/21/04
25,000 $15.0011 05/25/04