-----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, KnqEFfcWIrXjaew39gBLI7O0GqJCqDu0AjV4qPpHEUVl7J33H0h8VjpWWtqLlhah DfnJjkKmBhEJHxuR3V49Vw== 0001181431-04-046780.txt : 20041005 0001181431-04-046780.hdr.sgml : 20041005 20041005191812 ACCESSION NUMBER: 0001181431-04-046780 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040422 FILED AS OF DATE: 20041005 DATE AS OF CHANGE: 20041005 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STURM GLENN W CENTRAL INDEX KEY: 0001085356 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-14213 FILM NUMBER: 041067094 BUSINESS ADDRESS: STREET 1: C/O NELSON MULLINS RILEY & SCARBOROUGH STREET 2: 999 PEACHTREE STREET SUITE 1400 CITY: ATLANTA STATE: GA ZIP: 30309 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: INTERCEPT 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 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 FORMER COMPANY: FORMER CONFORMED NAME: INTERCEPT GROUP INC DATE OF NAME CHANGE: 19980209 4/A 1 rrd54423.xml FORM 4/A X0202 4/A 2004-04-22 2004-10-01 0 0001054930 INTERCEPT INC ICPT 0001085356 STURM GLENN W 4549 HARRIS TRAIL ATLANTA GA 30327 1 0 0 0 Common Stock 2004-04-22 4 J 0 132500 D 275472 D Common Stock 2004-04-29 4 J 0 7500 D 275472 D Variable Forward Contract 2004-04-22 4 J 0 132500 D Common Stock 132500 0 D Variable Forward Contract 2004-04-29 4 J 0 7500 D Commpn Stock 7500 0 D See Exhibit 99.1 attached. See Exhibit 99.2 attached. /s/ Glenn W. Sturm 2004-10-05 EX-99.1 2 rrd45296_51106.htm FOOTNOTE 1 TO TABLES I AND II OF FORM 4 FILED BY GLENN W. STURM ON OCTOBER 5, 2004 rrd45296_51106.html
Exhibit 99.1 - Footnote 1 to Tables I and II of Form 4 Filed by Glenn W. Sturm on October 5, 2004


On April 22, 2004, the reporting person settled his obligation to deliver shares of the Company's common stock ("Common Stock") or
an equivalent amount of cash (if elected by him) pursuant to a variable prepaid forward agreement (the "First Contract") entered into
on April 19, 2001 with an unaffiliated third party buyer (the "Buyer").*


The First Contract obligated the reporting person to deliver to the Buyer a minimum of 110,416 shares of Common Stock and up to a
maximum of 132,500 shares of Common Stock (or an equivalent amount of cash) on the maturity date of the First Contract, April 19,
2004 (the "First Maturity Date"). In exchange for assuming this obligation, the reporting person received a cash payment of
$3,057,051.08 as of the date of entering into the First Contract. The reporting person pledged 132,500 shares of Common Stock to
secure his obligations under the F irst Contract, and retained voting and dividend rights in the pledged shares during the period of the
pledge.

The First Contract provided that the number of shares (or equivalent amount of cash) deliverable by the reporting person on the First
Maturity Date would be determined as follows, on the basis of share prices of the Common Stock that were subject to adjustment for
dividends received by the reporting person and other events specified in the First Contract (the Company paid no dividends during the
period of the First Contract, and no price adjustments were made):


- If the First Maturity Price (i.e., the average closing prices per share of the Common Stock on each of the 30 trading days prior to and
including the First Maturity Date) were less than or equal to $26.1292 (i.e., the "First Floor Price"), the reporting person would deliver
to the Buyer 132,500 shares of Common Stock;


- If the price per share of Common Stock on the First Maturity Date were between the First Floor Price and $31.3550 (the "First Cap
Price"), the reporting person would deliver to the Buyer a number of shares determined by multiplying 132,500 by the First Floor
Price, and dividing the resulting number by the First Maturity Price;


- If the price per share of Common Stock on the First Maturity Date were greater than the First Cap Price, the reporting person would
deliver to the Buyer a number of shares determined by reference to a formula specified in the First Contract that would result in the
reporting person being allowed to retain (from the 132,500 shares potentially deliverable) shares having a value equal to $692,419
(i.e., the increase in value of 132,500 shares of Common Stock from $26.1292 to 31.3550 per share), meaning the reporting person
would be obligated to deliver between 110,416 and 132,500 shares of Common Stock.


The First Maturity Price of the Common Stock was $14.30. Accordingly, on April 22, 2004, the Buyer retained in settlement of the
First Contract the 132,500 shares of Common Stock previously pledged by the reporting person.

* On October 1, 2004, the reporting person filed a report that inadvertently omitted this first sentence of footnote 1.

EX-99.2 3 rrd45296_51107.htm FOOTNOTE 2 TO TABLES I AND II OF FORM 4 FILED BY GLENN W. STURM ON OCTOBER 5, 2004 rrd45296_51107.html
Exhibit 99.2 - Footnote 2 to Tables I and II of Form 4 Filed by Glenn W. Sturm on October 5, 2004

On April 29, 2004, the reporting person settled his obligation to deliver shares of Common Stock or an equivalent amount of cash (if elected by
him) pursuant to a variable prepaid forward agreement (the "Second Contract") entered into on April 24, 2001 with the Buyer.

The Second Contract obligated the reporting person to deliver to the Buyer a minimum of 6,250 shares of Common Stock and up to a maximum
of 7,500 shares of Common Stock (or an equivalent amount of cash) on the maturity date of the Second Contract, April 19, 2004 (the "Second
Maturity Date").  In exchange for assuming this obligation, the reporting person received a cash payment of $168,979.05 as of the date of
entering into the Second Contract.  The reporting person pledged 7,500 shares of Common Stock to secure his obligations under the Second
Contract, and retained voting and dividend rights in the pledged shares during the period of the pledge.

The Second Contract provided that the number of shares (or equivalent amount of cash) deliverable by the reporting person on the Second
Maturity Date would be determined as follows, on the basis of share prices of the Common Stock that were subject to adjustment for dividends
received by the reporting person and other events specified in the Second Contract (the Company paid no dividends during the period of the
Second Contract, and no price adjustments were made):

- - If the Second Maturity Price (i.e., the average closing prices per share of the Common Stock on each of the 30 trading days prior to and
including the Second Maturity Date) were less than or equal to $25.5159 (i.e., the "Second Floor Price"), the reporting person would deliver to
the Buyer 7,500 shares of Common Stock;

- - If the price per share of Common Stock on the Second Maturity Date were between the Second Floor Price and $30.6191 (the "Second Cap
Price"), the reporting person would deliver to the Buyer a number of shares determined by multiplying 7,500 by the Second Floor Price, and
dividing the resulting number by the Second Maturity Price;

- - If the price per share of Common Stock on the Second Maturity Date were greater than the Second Cap Price, the reporting person would
deliver to the Buyer a number of shares determined by reference to a formula specified in the Second Contract that would result in the reporting
person being allowed to retain (from the 7,500 shares potentially deliverable) shares having a value equal to $38,274 (i.e., the increase in value of
7,500 shares of Common Stock from $25.5159 to 30.6191 per share), meaning the reporting person would be obligated to deliver between 6,250
and 7,500 shares of Common Stock.

The Second Maturity Price of the Common Stock was $14.19.  Accordingly, on April 29, 2004, the Buyer retained in settlement of the Second
Contract the 7,500 shares of Common Stock previously pledged by the reporting person.




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