UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 14a
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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Exchange Act of 1934
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INTERCEPT, INC.
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(Name of Registrant as Specified in Its Charter)
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PRESS RELEASE
Contact: Carole Collins
Investor
Relations Director
(770) 248-9600
Federal Court Agrees
with InterCept That Two Directors
Are Up For Election
At Upcoming Annual
Meeting
ATLANTA, GA – April 30, 2004 –
InterCept, Inc. (NASDAQ – ICPT) announced today that the Federal District Court in
Atlanta has confirmed that only two of six Board seats will be up for election at
InterCept’s 2004 annual meeting, not four board seats as dissident shareholder JANA
Partners LLC had contended. JANA has now announced that it has conceded the issue and,
consistent with the Court’s opinion, will nominate only two individuals for election.
A hearing was held on April 28, 2004
to consider InterCept’s application for a temporary restraining order and preliminary
injunction against JANA Partners. In an order issued by the Federal District Court on
April 29, 2004, the Court stated its view that only the two Class III directors positions
are up for election at the 2004 annual meeting of InterCept, while concluding that
injunctive relief was not available in the circumstances. The Court also ruled that, if
JANA submits shareholder proposals to be considered at the InterCept annual meeting no
later than five days of the entry of the order, those proposals will be considered timely
even though they are made after the deadline for shareholder proposals required by
InterCept’s Bylaws.
InterCept Chief Executive Officer,
John W. Collins, stated “We are pleased that the Federal Court has eliminated the
confusion created by JANA’s prior press releases stating that four directors would be
up for election at our upcoming annual meeting.”
InterCept also announced that it has
set Thursday, June 24, 2004 as the date for its 2004 annual meeting. The record date for
the meeting is April 15, 2004. InterCept intends to make a preliminary filing with the SEC
of proxy materials to be used to solicit votes for the election of the Board’s
nominees at the meeting.
InterCept strongly advises all of
its shareholders to read the proxy statement when it is available because it will contain
important information. InterCept will send its proxy statement, along with its Annual
Report, to all shareholders of record, and the proxy statement will also be available at
no charge on the SEC’s web site at http://www.sec.gov. In addition, InterCept will
provide copies of the proxy statement and Annual Report without charge upon request.
Requests for copies should be directed to the participants’ proxy solicitor,
Innisfree M&A Incorporated, at its toll-free number: 888-750-5834.
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InterCept’s participants in the
anticipated proxy solicitation are InterCept and InterCept’s directors, who
beneficially own the number of shares indicated as of April 15, the record date for the
meeting:
|
Shares |
Vested |
Shares |
|
| Name |
Owned |
Options |
Beneficially Owned |
% |
|
|
|
|
|
| John W. Collins (1) |
|
|
| 1,259,568 |
|
| 1,084,369 |
|
| 2,343,937 |
|
| 11.0 |
|
| G. Lynn Boggs** | | |
| 0 |
|
| 250,000 |
|
| 250,000 |
|
| 1.2 |
|
| Mark Hawn | | |
| 0 |
|
| 11,667 |
|
| 11,667 |
|
| * |
|
| John D. Schneider, Jr | | |
| 10,005 |
|
| 45,001 |
|
| 55,006 |
|
| * |
|
| Glenn W. Sturm | | |
| 372,390 |
|
| 89,748 |
|
| 462,138 |
|
| 2.3 |
|
| James A. Verbrugge | | |
| 0 |
|
| 11,667 |
|
| 11,667 |
|
| * |
|
| Arthur G. Weiss | | |
| 0 |
|
| 11,667 |
|
| 11,667 |
|
| * |
|
Unless otherwise indicated, each of
the participants listed above has sole voting power and investment power over the shares
beneficially owned. For purposes of this table, a person is deemed to have
“beneficial ownership” as that term is defined in applicable SEC rules. The
Shares Owned column in the table includes the shares owned by the persons named but does
not include shares they may acquire by exercising options. The numbers shown in the Vested
Options column include options that were vested as of April 15, 2004 and options that are
scheduled to vest during the 60 days following April 15, 2004. On April 15, 2004,
20,287,895 shares of InterCept’s common stock and options to purchase 4,134,205
shares of common stock were outstanding. With respect to the shares owned by John W.
Collins, InterCept’s Chief Executive Officer and Chairman of the Board of Directors,
the shares owned include 100,000 shares owned by Progeny Management, L.L.L.P., the limited
partner of which is a limited liability company whose sole member is Mr. Collins.
Because the individual participants
are directors, additional information about them will be included in InterCept’s
proxy statement.
About InterCept
InterCept, Inc. is a single-source provider of a broad range of technologies, products and services that work together to
meet the technology and operating needs of financial institutions. InterCept’s
products and services include core data processing, check processing and imaging,
electronic funds transfer, debit card processing, data communications management, and
related products and services. For more information about InterCept, go to
www.intercept.net or call 770.248.9600.
###
** The press release inadvertently
included G. Lynn Boggs, InterCept’s President and Chief Operating Officer, in this
table describing the share ownership of participants. Although Mr. Boggs may become a
participant to the extent he solicits proxies, he is not a participant at present and is
not a director.
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