-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LwipfvafMzJ3lIW4P4UASkuYrq76wdpSj1As8C6LBWmRW+kWutRcCcX7+4kIQYO+ syMU0DY3QVuiSYCUMBtBhQ== 0000931763-00-000179.txt : 20000203 0000931763-00-000179.hdr.sgml : 20000203 ACCESSION NUMBER: 0000931763-00-000179 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000128 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERCEPT GROUP INC CENTRAL INDEX KEY: 0001054930 STANDARD INDUSTRIAL CLASSIFICATION: FUNCTIONS RELATED TO DEPOSITORY BANKING, NEC [6099] IRS NUMBER: 582237359 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-14213 FILM NUMBER: 519591 BUSINESS ADDRESS: STREET 1: 3150 HOLCOMB BRIDGE ROAD SUITE 200 CITY: NORCROSS STATE: GA ZIP: 30071 BUSINESS PHONE: 7702489600 MAIL ADDRESS: STREET 1: 3150 HOLCOMB BRIDGE ROAD SUITE 200 CITY: NORCROSS STATE: GA ZIP: 30071 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 28, 2000 ---------------- THE INTERCEPT GROUP, INC. ------------------------- (Exact Name of Registrant as Specified in its Charter) Georgia 01-14213 58-2237359 - ------------------------------------------------------------------------------- (State or Other (Commission (I.R.S. Employer Jurisdiction of File Number) Identification No.) Incorporation) 3150 Holcomb Bridge Road, Suite 200, Norcross, Georgia 30071 - ----------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (770) 248-9600 -------------- N/A ------------------------------------------------ (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events. On January 28, 2000, the Registrant issued the press release attached hereto as Exhibit 99.1, which is incorporated herein by reference. The press release relates to an agreement signed by the Registrant to acquire the Dallas, Texas item processing center of TIB-The Independent BankersBank. Item 6. Financial Statements, ProForma Financial Information and Exhibits (c) Exhibits Item No. Exhibit List 99.1 Press release dated January 28, 2000 issued by the Registrant. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. THE INTERCEPT GROUP, INC. By: /s/ Scott R. Meyerhoff ----------------------------------------- Scott R. Meyerhoff Chief Financial Officer Dated: February 2, 2000 EXHIBIT LIST Exhibit No. Description - ----------- ----------- 99.1 Press release dated January 28, 2000 issued by the Registrant. EX-99.1 2 PRESS RELEASE EXHIBIT 99.1 Contact: Scott Meyerhoff Chief Financial Officer (770) 840-2530 THE INTERCEPT GROUP, INC. TO EXPAND FURTHER IN TEXAS: __________________ ANNOUNCES AGREEMENT TO ACQUIRE ITEM PROCESSING ASSETS OF TIB-THE INDEPENDENT BANKERSBANK NORCROSS, Ga. (January 28, 2000) - The InterCept Group, Inc. (Nasdaq: ICPT), a single-source provider of a broad range of technology outsourcing solutions and support for community banks across the United States, today announced that it has signed an agreement to acquire the Dallas, Texas item processing center of TIB-The Independent BankersBank. John Collins, chairman and chief executive officer of The InterCept Group said, "This acquisition will enable us to expand our operations in Texas and better serve our existing customers in this region of the country. We believe this transaction is the first step in strengthening our presence in the southwestern part of the United States." "We are very excited about the acquisition of our item processing operations by The InterCept Group," stated Gayle M. Earls, TIB president and chief executive officer. "Over the past several years we have developed a strong relationship with InterCept based on their excellent reputation for providing community banks with the technology they need to remain competitive and profitable. Working together, we will help community banks throughout our territory better serve their customers." "TIB has an excellent reputation among the banks they serve," said Mr. Collins of InterCept. "We are pleased and feel privileged to be able to enter into this mutually beneficial business opportunity with them. Our relationship with TIB began several years ago and continues to grow and strengthen. InterCept's focus and commitment to community financial institutions is closely aligned with the mission of TIB. We are both dedicated to meeting the needs and concerns of community banks and the markets they serve." The closing of the transaction is subject to certain conditions, including the negotiation and execution of other agreements, and is expected to be completed on or about February 1, 2000. Terms of the transaction were not disclosed. For nearly two decades, TIB has provided independent community financial institutions across the state of Texas and throughout the southwestern United States with innovative correspondent products and services. TIB is owned by approximately 400 community financial institutions and is governed by a 17- member board of directors. The products and services provided by TIB are designed to serve the needs of community financial institutions in an effort to keep them a competitive and vital force in the markets they serve. Based in Dallas, Texas and with offices in Houston and San Antonio, Texas, as well as Albuquerque, New Mexico and -MORE- The InterCept Group Expands in Texas Page 2 January 28, 2000 Redmond, Washington, TIB currently does business with nearly 700 financial institutions. The Bank can be found on the Internet at www.tibsite.com. --------------- The InterCept Group is a financial technology outsourcing company that provides community financial institutions a single source for a variety of products and services including ATM/EFT processing, debit card programs, core banking software, data communications management, merchant portfolio management, equipment sales, check and document imaging, and bank-wide contingency planning. The InterCept Group also offers InterCept Switch, "The Surcharge-Free Network" and AccountFolio, a loan collateral management system for commercial and consumer loans. Each of these products and services helps to ensure that community financial institutions remain competitive in today's marketplace. More information about The InterCept Group can be found on the Internet at www.intercept.net. - ----------------- This release contains statements which constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. These statements appear in a number of places in this release and include all statements that are not statements of historical fact regarding the intent, belief or expectations of the Company and its management with respect to, among other things: (i) whether it will successfully complete the acquisition of assets from TIB-The Independent BankersBank; (ii) whether the acquired operations will achieve or maintain growth or other financial success; (iii) the anticipated impact of certain events and circumstances; (iv) trends affecting the Company; and (v) the Company's growth and operating strategy. The words "may," "will," "anticipate," "believe," "intend," "plans," "expects," "allows," "strategy" and similar expressions are intended to identify forward-looking statements. Such forward- looking statements are not guarantees of future performance and actual results may differ materially from those projected in the forward-looking statements as a result of the Company's brief combined operating history, risks involved with combining acquired operations with those of the Company, and, if such transactions are completed, the Company's ability to obtain and manage growth, other risks related to acquisitions and the integration of acquired assets and businesses, dependence on new products and services and competition and various other factors discussed in detail in the Company's filings with the Securities and Exchange Commission, including the "Risk Factors" section in InterCept's Registration Statement on Form S-3 (Registration No. 333-94511) filed with the Securities and Exchange Commission on January 21, 2000, as may be amended. -END- -----END PRIVACY-ENHANCED MESSAGE-----