SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
----------------
INTERCEPT, INC.
---------------
(Exact Name of Registrant as Specified in Its Charter)
Georgia 58-223759
------- ---------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
3150 Holcomb Bridge Road, Suite 200
Norcross, Georgia 30071
-----------------------
(Address of Principal Executive Offices)
The InterCept Group, Inc. Amended and Restated 1996 Stock Option Plan
---------------------------------------------------------------------
(Full Title of the Plan)
John W. Collins
Chief Executive Officer
InterCept, Inc.
3150 Holcomb Bridge Road, Suite 200
Norcross, Georgia 30071
(770) 840-2700
--------------
(Name, address, and telephone number of agent for service)
--------------------------------
Copies of all communications to:
Jonathan R. Coe, Esq.
InterCept, Inc.
3150 Holcomb Bridge Road, Suite 200
Norcross, Georgia 30071
(770) 840-2700
(770) 242-6803 (facsimile)
--------------------------
=================================================================================================================
Title of Each Class Amount to be Proposed Maximum Proposed Maximum Amount of
of Securities to be Registered(1) Offering Price Aggregate Offering Registration Fee
Registered Per Share Price
---------------------------- ------------------- ---------------------- --------------------- -------------------
Common Stock, no par value 1,931,514 $ 33.43(1) $ 64,570,513(1) $ 5,941
=================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457 (c) and (h) on the basis of the average of the high
and low prices of the Common Stock on April 3, 2002, as reported by the
Nasdaq Stock Market.
INCORPORATION BY REFERENCE
Pursuant to General Instruction E to Form S-8, the contents of the
Registration Statement on Form S-8 filed by the company under Registration
Number 333-70237 with respect to securities offered pursuant to the registrant's
Amended and Restated 1996 Stock Option Plan, as amended, are hereby incorporated
by reference herein. (The registrant changed its name from The InterCept Group,
Inc. to InterCept, Inc. on February 25, 2002.)
Part II, Item 8. Exhibits.
The following exhibits are filed with this Registration Statement:
Exhibit Number Description
-------------- -----------
4.1 The InterCept Group, Inc. Amended and Restated 1996 Stock
Option Plan*
4.2 Amendment to The InterCept Group, Inc. Amended and Restated
1996 Stock Option Plan of The Intercept Group, Inc. dated
April 14, 2000**
4.3 Amendment No. 2 to The InterCept Group, Inc. Amended and
Restated 1996 Stock Option Plan of The InterCept Group, Inc.
dated November 2, 2001, as amended
5 Opinion of Nelson Mullins Riley & Scarborough, L.L.P.
regarding legality
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Nelson Mullins Riley & Scarborough, L.L.P.
(contained in their opinion filed as Exhibit 5)
24 Power of Attorney (contained within signature page)
* Incorporated by reference to Exhibit 10.1 to InterCept's
Registration Statement on Form S-1 (No. 333-47197) as
declared effective by the Securities and Exchange Commission
(the "SEC") on June 9, 1998.
** Incorporated by reference to Exhibit A to InterCept's
Definitive Proxy Statement on Schedule 14A filed with the SEC
on April 14, 2000.
The exhibit index appears after the signature page of this registration
statement.
2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, State of Georgia, on this 4th day of April,
2002.
INTERCEPT, INC.
By: /s/ John W. Collins
------------------------------------
John W. Collins
Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each of the undersigned officers
and directors of InterCept, Inc., a Georgia corporation, for himself and not for
one another, does hereby constitute and appoint John W. Collins and Scott R.
Meyerhoff, and each of them, a true and lawful attorney in his name, place and
stead, in any and all capacities, to sign his name to any and all amendments,
including post-effective amendments, to this Registration Statement, and to sign
a Registration Statement pursuant to Section 462(b) of the Securities Act of
1933, and to cause the same (together with all Exhibits thereto) to be filed
with the Securities and Exchange Commission, granting unto said attorneys and
each of them full power and authority to do and perform any act and thing
necessary and proper to be done in the premises, as fully to all intents and
purposes as the undersigned could do if personally present, and each of the
undersigned for himself hereby ratifies and confirms all that said attorneys or
any one of them shall lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
---------- ----- ----
/s/ John W. Collins Chairman of the Board of Directors and April 9, 2002
-------------------------- Chief Executive Officer
John W. Collins (Principal Executive Officer)
/s/ Donny R. Jackson Director April 8, 2002
--------------------------
Donny R. Jackson
/s/ Scott R. Meyerhoff Chief Financial Officer and Secretary April 4, 2002
-------------------------- (Principal Financial and Accounting Officer)
Scott R. Meyerhoff
/s/ John R. Burke Director April 4, 2002
--------------------------
John R. Burke
3
Signatures Title Date
---------- ----- ----
/s/ Boone A. Knox Director April 4, 2002
--------------------------
Boone A. Knox
/s/ John D. Schneider, Jr. Director April 4, 2002
--------------------------
John D. Schneider, Jr.
/s/ Glenn W. Sturm Director April 4, 2002
--------------------------
Glenn W. Sturm
4
EXHIBIT INDEX
Exhibit
Number Exhibit
------- -------
4.1 - The InterCept Group, Inc. Amended and Restated 1996 Stock Option Plan*
4.2 - Amendment to The InterCept Group, Inc. Amended and Restated 1996 Stock
Option Plan of The InterCept Group, Inc. dated April 14, 2000**
4.3 - Amendment No. 2 to The InterCept Group, Inc. Amended and Restated 1996
Stock Option Plan of The InterCept Group, Inc. dated November 2, 2001,
as amended
5 - Opinion of Nelson Mullins Riley & Scarborough, L.L.P. regarding
legality
23.1 - Consent of Arthur Andersen LLP
23.2 - Consent of Nelson Mullins Riley & Scarborough, L.L.P. (contained in
their opinion filed as Exhibit 5)
24 - Power of Attorney (contained within signature page)
* - Incorporated by reference to Exhibit 10.1 to InterCept's
Registration Statement on Form S-1 (No. 333-47197) as declared
effective by the SEC on June 9, 1998.
** - Incorporated by reference to Exhibit A to InterCept's Definitive
Proxy Statement on Schedule 14A filed with the SEC on April 14, 2000.