POS AM 1 dposam.txt POST-EFFECTIVE AMENDMENT NO 1 TO FORM S-3 As filed with the Securities and Exchange Commission on January 28, 2002 Registration No. 333-52160 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------------- POST-EFFECTIVE AMENDMENT NO. 1 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) ---------------------------- Approximate date of commencement of proposed sale to the public: Not applicable. If the only securities being registered on this form are being offered pursuant to a 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. [_] EXPLANATORY NOTE The InterCept Group, Inc. (the "Registrant") filed with the Securities and Exchange Commission a Registration Statement on Form S-3 (Reg. No. 333- 52160; the "Registration Statement") which originally registered 350,000 shares of Common Stock, no par value, of the Registrant for resale by the selling shareholder named in the Registration Statement. The offering contemplated by the Registration Statement has terminated by virtue of the expiration of the Registrant's contractual obligation to maintain the effectiveness of the Registration Statement. Pursuant to the undertaking contained in the Registration Statement, the Registrant is filing this Post-Effective Amendment to deregister such number of shares originally registered by the Registration Statement as remained unsold as of the termination of the offering. SIGNATURE Pursuant to the requirements of the Securities Act of 1933, the Registrant's Agent for Service of Process has signed this Post-Effective Amendment to the Registration Statement in the city of Atlanta, state of Georgia, on January 28, 2002, in the exercise of powers deemed to be conferred upon him under Rule 478 by all persons signing the Registration Statement. THE INTERCEPT GROUP, INC. (Registrant) By: /s/ John W. Collins --------------------------------- John W. Collins Chairman, Chief Executive Officer, President, and Agent for Service of Process