S-3/A 1 ds3a.txt AMENDMENT #2 TO THE FORM S-3 As filed with the Securities and Exchange Commission on July 26, 2001 Registration No. 333-64834 ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- AMENDMENT NO. 2 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- THE INTERCEPT GROUP, INC. (Exact Name of Registrant as Specified in its Charter) ---------- Georgia 58-2237359 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number)
3150 Holcomb Bridge Road, Suite 200 Norcross, Georgia 30071 (770) 248-9600 (770) 242-6803 (facsimile) (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) ---------- John W. Collins Chief Executive Officer The InterCept Group, Inc. 3150 Holcomb Bridge Road, Suite 200 Norcross, Georgia 30071 (770) 248-9600 (770) 242-6803 (facsimile) (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) ---------- Copies to: Glenn W. Sturm, Esq. M. Hill Jeffries, Esq. Charles D. Vaughn, Esq. Jonathan J. Doyle, Esq. William J. Ching, Esq. Jason W. Goode, Esq. Nelson Mullins Riley & Scarborough, L.L.P. Alston & Bird LLP First Union Plaza, Suite 1400 One Atlantic Center 999 Peachtree Street, N.E. 1201 West Peachtree Street Atlanta, Georgia 30309 Atlanta, Georgia 30309-3424 (404) 817-6000 (404) 881-7000 (404) 817-6050 (facsimile) (404) 881-4777 (facsimile)
---------- Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [_] If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [_] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. [_] CALCULATION OF REGISTRATION FEE ------------------------------------------------------------------------------- -------------------------------------------------------------------------------
Proposed Proposed Maximum Maximum Amount Aggregate Aggregate Amount of Title of Shares to be Price Per Offering Registration to be Registered Registered(1) Share(2) Price(2) Fee(3) -------------------------------------------------------------------------- Common stock, no par value................. 4,600,000 $35.49 $163,254,000 $40,814
------------------------------------------------------------------------------- ------------------------------------------------------------------------------- (1) Includes 600,000 shares which the underwriters have an option to purchase from The InterCept Group, Inc. to cover over-allotments, if any. (2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act of 1933. (3) Previously paid. The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- This Amendment No. 2 is filed solely for the purpose of filing certain exhibits that were omitted from Amendment No. 1. PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 16. Exhibits. (a) Exhibits
Exhibit No. Description ----------- ----------- 1.1 Form of Underwriting Agreement. 1.2 Agreement for financial advisory services between The InterCept Group, Inc. and First Union Securities, Inc. dated July 20, 2001. 2.1 Purchase Agreement (amended and restated) dated as of November 29, 2000 between The InterCept Group, Inc., SLMsoft.com Inc., an Ontario corporation, and SLMsoft.com Inc., a Kansas corporation (incorporated by reference to Exhibit 2.1 to InterCept's Current Report on Form 8-K filed on January 19, 2001).** 4.1 Amended and Restated Articles of Incorporation (incorporated by reference to the exhibits to InterCept's Registration Statement on Form 8-A (as amended on October 1, 1999)). 4.2 Amended and Restated Bylaws (incorporated by reference to the exhibits to InterCept's Registration Statement on Form 8-A (as amended on October 1, 1999)). 4.3 Amendment to Amended and Restated Bylaws (incorporated by reference to the exhibits to InterCept's Registration Statement on Form 8-A (as amended on October 1, 1999)). 4.4 Specimen Common Stock Certificate (incorporated by reference to the exhibits to InterCept's Registration Statement on Form S-1 (No. 333-47197) as declared effective by the Securities and Exchange Commission on June 9, 1998). 5.1 Opinion of Nelson Mullins Riley & Scarborough, L.L.P. 23.1 Consent of Nelson Mullins Riley & Scarborough, L.L.P. (included in Exhibit 5.1 hereto). 23.2 Consent of Arthur Andersen LLP.*
--------------------- * Previously filed. ** Pursuant to Item 601(b)(2) of Regulation S-K, InterCept agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request. II-1 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-3 and has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Atlanta, state of Georgia, on July 26, 2001. THE INTERCEPT GROUP, INC. (Registrant) /s/ John W. Collins By: _________________________________ John W. Collins Chairman, Chief Executive Officer and President Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities listed and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ John W. Collins Chairman of the Board, July 26, 2001 ______________________________________ Chief Executive John W. Collins Officer, President and Director (Principal Executive Officer) /s/ Scott R. Meyerhoff Senior Vice President, July 26, 2001 ______________________________________ Chief Financial Officer Scott R. Meyerhoff and Secretary (Principal Financial and Accounting Officer) /s/ Jon R. Burke* Director July 26, 2001 ______________________________________ Jon R. Burke /s/ Donny R. Jackson* Director July 26, 2001 ______________________________________ Donny R. Jackson /s/ Boone A. Knox* Director July 26, 2001 ______________________________________ Boone A. Knox /s/ John D. Schneider, Jr.* Director July 26, 2001 ______________________________________ John D. Schneider, Jr. /s/ Glenn W. Sturm* Director July 26, 2001 ______________________________________ Glenn W. Sturm *By /s/ Scott R. Meyerhoff ______________________________________ Scott R. Meyerhoff (Attorney-in-Fact)
II-2 EXHIBIT INDEX
Exhibit No. Description ----------- ----------- 1.1 Form of Underwriting Agreement. 1.2 Agreement for financial advisory services between The InterCept Group, Inc. and First Union Securities, Inc. dated July 20, 2001. 2.1 Purchase Agreement (amended and restated) dated as of November 29, 2000 between The InterCept Group, Inc., SLMsoft.com Inc., an Ontario corporation, and SLMsoft.com Inc., a Kansas corporation (incorporated by reference to Exhibit 2.1 to InterCept's Current Report on Form 8-K filed on January 19, 2001).** 4.1 Amended and Restated Articles of Incorporation (incorporated by reference to the exhibits to InterCept's Registration Statement on Form 8-A (as amended on October 1, 1999)). 4.2 Amended and Restated Bylaws (incorporated by reference to the exhibits to InterCept's Registration Statement on Form 8-A (as amended on October 1, 1999)). 4.3 Amendment to Amended and Restated Bylaws (incorporated by reference to the exhibits to InterCept's Registration Statement on Form 8-A (as amended on October 1, 1999)). 4.4 Specimen Common Stock Certificate (incorporated by reference to the exhibits to InterCept's Registration Statement on Form S-1 (No. 333-47197) as declared effective by the Securities and Exchange Commission on June 9, 1998). 5.1 Opinion of Nelson Mullins Riley & Scarborough, L.L.P. 23.1 Consent of Nelson Mullins Riley & Scarborough, L.L.P. (included in Exhibit 5.1 hereto). 23.2 Consent of Arthur Andersen LLP.*
--------------------- * Previously filed. ** Pursuant to Item 601(b)(2) of Regulation S-K, InterCept agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.