-----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, L9StAmyJMnHHHVnG6KObsdVBapxgGzc2p0SXHewNX/h9OJ7qJd3HurgQZJ8jGvMo ig/Bb+4/xik0Od+aR7lgMw== 0000931763-02-001179.txt : 20020416 0000931763-02-001179.hdr.sgml : 20020416 ACCESSION NUMBER: 0000931763-02-001179 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20020409 EFFECTIVENESS DATE: 20020409 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-85888 FILM NUMBER: 02605732 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 S-8 1 ds8.txt FORM S-8 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. EX-4.3 3 dex43.txt AMEND#2 TO 1996 STOCK OPTION PLAN EXHIBIT 4.3 AMENDMENT NO. 2 TO 1996 STOCK OPTION PLAN OF THE INTERCEPT GROUP, INC. WHEREAS, effective as of November 12, 1996, the Board of Directors and the shareholders of The InterCept Group, Inc. approved and adopted The InterCept Group, Inc. amended and restated 1996 Stock Option Plan (the "1996 Plan"); WHEREAS, on March 29, 2000, the Board of Directors approved and adopted an amendment of the 1996 Plan and recommended that it be approved by the shareholders (the "First Amendment"); WHEREAS, the First Amendment was duly approved by the shareholders after it was submitted to the shareholders for their vote in the Definitive Proxy Statement of The InterCept Group, Inc. on Schedule 14A filed with the Securities and Exchange Commission on April 14, 2000; and WHEREAS, on November 2, 2001, the Board of Directors approved and adopted the following amendment to the 1996 Plan, as previously amended in the First Amendment (the "Second Amendment"); NOW, THEREFORE, the 1996 Plan, as previously amended in the First Amendment, is hereby further amended as follows: 1. Section 5.1 is deleted in its entirety and replaced with the following: 5.1 Limitations. Subject to any antidilution adjustment pursuant to the ----------- provisions of Section 5.2 hereof, the maximum number of shares of Stock that may be issued hereunder shall be 2,840,557, and not more than 315,795 shares of Stock may be made subject to Options to any individual in the aggregate in any one fiscal year of the Company, such limitation to be applied in a manner consistent with the requirements of, and only to the extent required for compliance with, the exclusion from the limitation on deductibility of compensation under Section 162(m) of the Code. The number of shares of Stock available for issuance hereunder shall automatically increase on the first trading day each calendar year beginning January 1, 1999, by an amount equal to three percent (3%) of the shares of Stock outstanding on the trading day immediately preceding January 1; but in no event shall any such annual increase exceed 315,795 shares (subject to adjustment under Section 5.2). Any or all shares of Stock subject to the Plan may be issued in any combination of Incentive Stock Options, non-Incentive Stock Options, Restricted Stock, or SARs, and the amount of Stock subject to the Plan may be increased from time to time in accordance with Article X, provided that the total number of shares of Stock issuable pursuant to Incentive Stock Options may not be increased to more than 2,815,557 (other than pursuant to anti-dilution adjustments and the annual increase provided above) without shareholder approval. Shares subject to an Option or issued as an Award may be either authorized and unissued shares or shares issued and later acquired by the Company. The shares covered by any unexercised portion of an Option or Award that has terminated for any reason (except as set forth in the following paragraph), or any forfeited portion of an Option or Award, and shares tendered for cashless exercise and withheld for taxes may again be optioned or awarded under the Plan, and such shares shall not be considered as having been optioned or issued in computing the number of shares of Stock remaining available for option or award hereunder. If Options are issued in respect of options to acquire stock of any entity acquired, by merger or otherwise, by the Company (or any subsidiary of the Company), to the extent that such issuance shall not be inconsistent with the terms, limitations and conditions of Code Section 422 or Rule 16b-3 under the Exchange Act, the aggregate number of shares of Stock for which Options may be granted hereunder shall automatically be increased by the number of shares subject to the Options so issued; provided, however, that the aggregate number of shares of Stock for which Options may be granted hereunder shall automatically be decreased by the number of shares covered by any unexercised portion of an Option so issued that has terminated for any reason, and the shares subject to any such unexercised portion may not be optioned to any other person. 2. Effective Date and Termination Date. The effective date of this Amendment is November 2, 2001, the date on which the Board adopted this Amendment. This Amendment shall terminate on the tenth anniversary of the effective date of the Plan. THE INTERCEPT GROUP, INC By: /s/ Scott R. Meyerhoff ------------------------------ Name: Scott R. Meyerhoff Title: Chief Financial Officer, Senior Vice President, and Secretary EX-5 4 dex5.txt OPINION OF N M R & S L.L.P. Exhibit 5 [LETTERHEAD OF NELSON MULLINS RILEY & SCARBOROUGH, L.L.P.] April 9, 2002 InterCept, Inc. 3150 Holcomb Bridge Road, Suite 200 Norcross, Georgia 30071 Gentlemen: We have acted as counsel to InterCept, Inc. (the "Company") in connection with the filing of a Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, covering the offering of up to 1,931,514 shares (the "Shares") of the Company's Common Stock, no par value, that may be issued pursuant to The InterCept Group, Inc. Amended and Restated 1996 Stock Option Plan, as amended (the "Plan"). In connection therewith, we have examined such corporate records, certificates of public officials and other documents and records as we have considered necessary or proper for the purpose of this opinion. This opinion is limited by and is in accordance with the January 1, 1992, edition of the Interpretive Standards applicable to Legal Opinions to Third Parties in Corporate Transactions adopted by the Legal Opinion Committee of the Corporate and Banking Law Section of the State Bar of Georgia. Based on the foregoing, and having regard to legal considerations which we deem relevant, we are of the opinion that the Shares covered by the Registration Statement, which may be issued pursuant to the Plan, will, when issued in accordance with the Plan, be legally issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption "Legal Matters" in the Prospectus contained in the Registration Statement. Very truly yours, NELSON MULLINS RILEY & SCARBOROUGH, L.L.P. By: /s/ Charles D. Vaughn ---------------------------------- Charles D. Vaughn, a partner EX-23.1 5 dex231.txt CONSENT OF INDEPENDENT PUBLIC ACCOUNTANT EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our reports dated March 29, 2002, included in The InterCept Group's Form 10-K for the year ended December 31, 2001 and to all references to our Firm included in this registration statement. /s/ Arthur Andersen LLP Atlanta, Georgia April 9, 2002 -----END PRIVACY-ENHANCED MESSAGE-----