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):  April 28, 2004

_________________

INTERCEPT, INC.
(Exact name of registrant as specified in its charter)

GEORGIA	01-14213	58-2237359
(State or other jurisdiction of	(Commission file number)	(I.R.S. Employer
incorporation or organization)		Identification No.)

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 and Required FD Disclosure

   Litigation with JANA Partners LLC and Related Press Release

        A hearing was held on April 28, 2004 in the United States District Court for the Northern District of Georgia to consider an application by the registrant, InterCept, Inc., for a temporary restraining order and preliminary injunction against dissident shareholder JANA Partners LLC. In an order issued on April 29, 2004, the Court stated its view that only InterCept’s two Class III directors positions are up for election at InterCept’s 2004 annual meeting, 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. A copy of the press release issued by InterCept on April 30, 2004 with respect to this litigation is attached as Exhibit 99.1 hereto, and a copy of the Court’s Order is attached as Exhibit 99.2 hereto.

        The press release inadvertently included G. Lynn Boggs, InterCept’s President and Chief Operating Officer, in the 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.

Item 7.   Financial Statements and Exhibits

(c)         Exhibits.

99.1      Press Release of InterCept issued April 30, 2004.
99.2      Order dated April 29, 2004 issued by United States District Court Judge J. Owen Forrester.

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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 thereunto duly authorized.

Dated: April 30, 2004

INTERCEPT, INC.
   (Registrant)

By:  /s/ G. Lynn Boggs                                
       G. Lynn Boggs
       President and Chief Operating Officer

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EXHIBIT INDEX

99.1      Press Release of InterCept issued April 30, 2004.
99.2      Order dated April 29, 2004 issued by United States District Court Judge J. Owen Forrester.

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EX-99

Exhibit 99.1

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.

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.

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EX-99

Exhibit 99.2

FILED IN CHAMBERS
          4-29-04
Luther D. Thomas, Clerk
By:      LCC
          Deputy Clerk

IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF GEORGIA
ATLANTA DIVISION

INTERCEPT, INC.,	:
	:
Plaintiff,	:
	:
v.	:
	:
JANA PARTNERS, LLC, and	:
JANA MASTER FUND, LTD.,	:
	:
Defendants.	:	CIVIL ACTION NO.
-----------------------------------------	:	1:04-CV-1058-JOF
JANA MASTER FUND, LTD.,	:
	:
Counterclaim Plaintiff,	:
	:
v.	:
	:
INTERCEPT, INC., JOHN W.	:
COLLINS, MARK HAWN,	:
JOHN D. SCHNEIDER, JR.,	:
GLENN W. STURM,	:
DR. JAMES A. VERBRUGGE, and	:
ARTHUR G. WEISS,	:
	:
Counterclaim Defendants.	:

ORDER

        This matter is before the court on the motion of Plaintiff, InterCept, Inc., for a temporary restraining order and preliminary injunction [2-1] and Plaintiffs motion to expedite consideration of the same [3-1].¹

I. Statement of the Case

        A. Procedural History

        On April 28, 2004, this court heard oral argument from both parties on the instant motion for a temporary restraining order and preliminary injunction enjoining Defendants, JANA Partners, LLC, and JANA Master Fund, Ltd., as well as Defendants' officers, agents, and members, from taking any action to nominate four directors at the upcoming June 2004 annual shareholders meeting.

        B. Facts

Plaintiff is a corporate entity governed by a six-member board of directors with staggered terms. There are three classes of directors, with two directors in each class. Under normal circumstances, at each annual shareholders' meeting one class of directors would come up for vote. In 2004, two Class III directorships are scheduled for voting. Recently, two other directorships became vacant and were filled with successors selected

___________________
¹ As this court granted oral argument at a hearing on April 28, 2004, this motion is DENIED AS MOOT.

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by the Board of Directors. These directorships are not among the two Class III directorships scheduled for voting at the 2004 annual meeting. Until April 14, 2004, Plaintiff operated under bylaws which provided that when a vacant was filled, “[a] director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders." Plaintiff's notice of filing declaration of John W. Collins, App. B, Bylaw 3.4. However, on April 14, 2004, the Board of Directors amended the quoted part of Bylaw 3.4 to read:

In accordance with Section 14-2-805(d) of the Georgia Business Corporation Code, a director elected to fill a vacancy:

(i) in an existing director position shall be elected for the unexpired term of the predecessor in office of such director position; and

(ii) in a new director position created by reason of an increase in the number of directors shall be elected until the next election of directors by the shareholders if such vacancy is filled by the Board of Directors, and in each case until election and qualification of the successor to such director.

Id. at App. C. Section 14-2-805(d) of the Georgia Business Corporation Code provides:

A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by the board of directors, but only for a term of office continuing until the next election of directors and until the election and qualification of the successor.

O.C.G.A.§ 14-2-805(d). The preamble to Plaintiffs bylaws states that all provisions of the bylaws are “subject to contrary provisions, if any, of ... the Georgia Business Corporation Code.” Plaintiff’s notice of filing declaration of John W. Collins, App. B.

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        Defendants began purchasing shares of Plaintiffs stock in March 2004, eventually amassing an 8 percent holding in the company. On April 5, 2004, within the time constraints provided in the bylaws, Defendants served notice that they intended to nominate four individuals for the directorships available at the 2004 annual meeting. Defendants, using the unamended bylaws in effect at that time, calculated that the two Class III directorships regularly scheduled for election were in contest as well as the two vacated directorships and thus reached its total of four. April 5, 2004 was the last date on which shareholders could serve notice of their intent to raise matters at the annual shareholder meeting. Subsequently, Plaintiff made the above-described change to the bylaws in the belief that the previous version of 3.4 was inconsistent with state law. See id., App. C.

II. Discussion

        In order to obtain the requested equitable relief, Plaintiffs must show: (1) substantial likelihood of success on the merits, (2) irreparable harm if the requested relief is not granted, (3) impending harm to movant outweighs the harm the injunction might cause to the enjoined party, and (4) granting injunctive relief would not disserve the public interest. GSW, Inc. v. Long County, 999 F.2d 1508, 1518 (11th Cir. 1993).

        In the April 28, 2004 hearing, this court expressed the view that the positions of only two directors may be filled at the June 2004 annual shareholder meeting. This view reflects this court's belief that Plaintiff has an excellent chance of success on the merits of its claim.

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The Eleventh Circuit Court of Appeals has repeatedly stressed its belief that courts should enforce the plain meaning of a statute. Miccosukee Tribe of Indians of South Florida v. Southern Everglades Restoration Alliance, 304 F.3d 1076, 1087 (11th Cir. 2002). The court finds that the plain language of § 14-2-805(d) states in mandatory terms that those persons selected to fill vacant directorships shall remain in those positions for the remainder of the unexpired term of office. Further, neither Georgia law nor the bylaws contemplate a situation in which a corporation’s bylaws can be in conflict with state statute. O.C.G.A.§ 14-2-206(b); App. B. Accordingly, as the two vacated directorships are not part of the class of directorships regularly scheduled to expire in 2004, by the terms of the statute, those directorships cannot be open to shareholder vote this year.

        While Plaintiff has an excellent chance of success on the merits of its claim, the court finds that Plaintiff has presented no evidence of irreparable harm. The only substantive evidence of irreparable harm presented to this court consists in the anxiety in customers and employees engendered by this nomination contest. There is nothing to suggest, however, that the future of Plaintiff would become more certain if the court grants the requested relief, because it cannot be presumed that Defendants will not persist in their desire to take over management of Plaintiff corporation and simply return next year to nominate a second set of directors in order to obtain control of the company. As Plaintiff cannot show that it will

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suffer irreparable harm if the requested relief is not granted, the court must deny Plaintiff's motion for a temporary restraining order and preliminary injunctive relief.

         The court recognizes the importance of stockholders' rights to express themselves through the voting process, It appears to this court that at least one substantial investor believes that more can be accomplished with the resources of Plaintiff corporation than present management has been able to achieve. This is a point of view that corporate shareholders should be able to hear and consider for the annual meeting. Defendants' attempt to take over Plaintiff corporation was motivated by this belief, but that takeover option has been foreclosed by state law and amended bylaw 3.4. Nevertheless, the final foreclosure of Defendants' takeover option was not made until after the time for shareholders to submit business to be considered at the annual meeting had passed. See App.B, Bylaw 2.13. In deference to the right of stockholders to express their views as to the conduct of corporate matters through the vehicle of their vote, the court has resolved to allow Defendants to present proposals to Plaintiff for business they would like to bring before the annual meeting in June 2004, essentially waiving the time strictures contained in Bylaw 2.13. Plaintiff is to allow Defendants to make proposals for matters to be conducted at the annual meeting, provided Defendants' proposals are made within five (5) days of the date of entry of this order.

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III. Conclusion

        The court DENIES Plaintiffs motion for a temporary restraining order and preliminary injunction [2-1]. The court DENIES AS MOOT Plaintiffs motion to expedite consideration of the same [3-1]. Defendants may submit alternative proposals for business to be discussed at the June 2004 annual shareholder meeting provided they are submitted no later than five (5) days of the date of entry of this order.

        IT IS SO ORDERED this 29th day of April 2004.

/s/ J. Owen Forrester
J. OWEN FORRESTER
UNITED STATES DISTRICT JUDGE

[Original Order is double-spaced.]

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