-----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, DAWAAFSLAqsh6/NtyK0OiVJgiIX6jPxj7K3wKTIh0EhD/PrTTpUPa7uA0aZyCINM wjgxV3EUW4TsZwruS9qgWw== 0001181431-04-047239.txt : 20041008 0001181431-04-047239.hdr.sgml : 20041008 20041008214454 ACCESSION NUMBER: 0001181431-04-047239 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040429 FILED AS OF DATE: 20041008 DATE AS OF CHANGE: 20041008 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SAYLOR DENISE C CENTRAL INDEX KEY: 0001195082 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14213 FILM NUMBER: 041073060 BUSINESS ADDRESS: STREET 1: INTERCEPT STREET 2: 3150 HOLCOMB BRIDGE STE 200 CITY: NARCROSS STATE: GA ZIP: 30071 MAIL ADDRESS: STREET 1: INTERCEPT STREET 2: 3150 HOLCOMB BRIDGE STE 200 CITY: NARCROSS STATE: GA ZIP: 30071 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 1 rrd54613.xml FORM 4 X0202 4 2004-04-29 0 0001054930 INTERCEPT INC ICPT 0001195082 SAYLOR DENISE C 3150 HOLCOMB BRIDGE ROAD, SUITE 200 NORCROSS GA 30071 0 1 0 0 Senior V.P. Common Stock 2004-04-29 4 J 0 25000 D 105073 D Variable Forward Contract 2004-04-29 4 J 0 25000 D Common Stock 25000 0 D See Exhibit 99.1 attached /s/ Denise C. Saylor 2004-10-08 EX-99.1 2 rrd45472_51341.htm EXHIBIT 99.1 rrd45472_51341.html


Exhibit 99.1 - Footnote 1 to Tables I and II of Form 4 Filed by Denise C. Saylor
on October 8, 2004

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

The Contract obligated the reporting person to deliver to the Buyer a minimum of
20,833 shares of Common Stock and up to a maximum of 25,000 shares of Common
Stock (or an equivalent amount of cash) on the maturity date of the Contract,
April 26, 2004 (the "Maturity Date"). In exchange for assuming this obligation,
the reporting person received a cash payment of $564,166.36 as of the date of
entering into the Contract. The reporting person pledged 25,000 shares of Common
Stock to secure her obligations under the Contract, and retained voting and
dividend rights in the pledged shares during the period of the pledge.

The Contract provided that the number of shares (or equivalent amount of cash)
deliverable by the reporting person on the 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 Contract (the Issuer paid no dividends during the period of the
Contract, and no price adjustments were made):

     .    If the 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 Maturity Date) were less than or equal to $25.5568 (i.e., the
          Floor Price), the reporting person would deliver to the Buyer 50,000
          shares of Common Stock;

     .    If the price per share of Common Stock on the Maturity Date were
          between the Floor Price and $30.6682 (the "Cap Price"), the reporting
          person would deliver to the Buyer a number of shares determined by
          multiplying 50,000 by the Floor Price, and dividing the resulting
          number by the Maturity Price;

     .    If the price per share of Common Stock on the Maturity Date were
          greater than the Cap Price, the reporting person would deliver to the
          Buyer a number of shares determined by reference to a formula
          specified in the Contract that would result in the reporting person
          being allowed to retain (from the 25,000 shares potentially
          deliverable) shares having a value equal to $127,785 (i.e., the
          increase in value of 25,000 shares of Common Stock from $25.5568 to
          30.6682 per share), meaning the reporting person would be obligated to
          deliver between 20,833 and 25,000 shares of Common Stock.

The Maturity Price of the Common Stock was $14.19. Accordingly, on April 29,
2004, the Buyer retained in settlement of the Contract the 25,000 shares of
Common Stock previously pledged by the reporting person.
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