rrd48082_54302.html

-----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, NWawxIHKJihScyBX5FumJ/wupgOD3+uiYRScVIGNsIhOYMDJheofuM/zntXnlmrv Q99T743f2Cf4iXaEOW7Lyg== 0001181431-04-052001.txt : 20041110 0001181431-04-052001.hdr.sgml : 20041110 20041110191620 ACCESSION NUMBER: 0001181431-04-052001 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041108 FILED AS OF DATE: 20041110 DATE AS OF CHANGE: 20041110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VERBRUGGE JAMES A CENTRAL INDEX KEY: 0001076982 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14213 FILM NUMBER: 041134499 BUSINESS ADDRESS: STREET 1: UNIVERSITY OF GEORGIA STREET 2: BROOKS HALL CITY: ATHENS STATE: GA ZIP: 30602-6253 MAIL ADDRESS: STREET 1: UNIVERSITY OF GEORGIA STREET 2: BROOKS HALL CITY: ATHENS STATE: GA ZIP: 30602-6253 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 rrd57596.xml FORM 4 X0202 4 2004-11-08 1 0001054930 INTERCEPT INC ICPT 0001076982 VERBRUGGE JAMES A 3150 HOLCOMB BRIDGE ROAD SUITE 200 NORCROSS GA 30071 1 0 0 0 Stock Option (Right to Buy) 10.80 2004-11-08 4 D 0 35000 D Common Stock 35000 0 D This option, which provided for vesting in three equal annual installments on February 20, 2004, 2005, and 2006, was disposed of in connection with the consummation of the merger (the "Merger") contemplated by that certain Amended and Restated Agreement and Plan of Merger dated as of September 8, 2004, among the issuer, Fidelity National Financial, Inc. ("FNF"), Fidelity National Information Services, Inc., and Fuscia Merger Sub, Inc. (the "Merger Agreement"). Pursuant to the closing of the Merger on November 8, 2004, the vesting of this option to purchase shares of the issuer's common stock was accelerated and such option was converted pursuant to a formula in the Merger Agreement to an option to purchase shares of FNF common stock in accordance with the formula stated in the Merger Agreement. Although the original expiration date of this option was February 20, 2014, the converted option is exercisable for 90 days following the closing of the Merger . /s/ Jonathan R. Coe, Attorney-in-Fact 2004-11-08 EX-24. 2 rrd48082_54302.htm POWER OF ATTORNEY rrd48082_54302.html

                               POWER OF ATTORNEY

         Know by all these present, that the undersigned hereby constitutes and
appoints Jonathan R. Coe as the undersigned's true and lawful attorney-in-fact
to:

1)   to execute for and on behalf of the undersigned, in the undersigned's
     capacity as an officer and/or director of InterCept, Inc. (the "Company"),
     Forms 4 and 5 in accordance with Section 16(a) of the Securities Exchange
     Act of 1934 and the rules thereunder;

2)   do and perform any and all acts for and on behalf of the undersigned which
     may be necessary or desirable to complete and execute any such Form 4 or 5
     and timely file such form with the United States Securities and Exchange
     Commission and any stock exchange or similar authority; and

3)   to take any other action of any type whatsoever in connection with the
     foregoing which, in the opinion of such attorney-in-fact, may be of benefit
     to, in the best interest of, or legally required by, the undersigned, it
     being understood that the documents executed by such attorney-in-fact on
     behalf of the undersigned pursuant to this Power of Attorney shall be in
     such form and shall contain such terms and conditions as such
     attorney-in-fact may approve in such attorney-in-fact's discretion.

         The undersigned hereby grants to such attorney-in fact full power and
     authority to do and perform any and every act and thing whatsoever
     requisite, necessary, or proper to be done in the exercise of any of the
     rights and powers herein granted, as fully to all intents and purposes as
     the undersigned might or could do if personally present, with full power of
     substitution or revocation, hereby ratifying and confirming all that such
     attorney-in-fact, or such attorney-in-fact's substitute or substitutes,
     shall lawfully do or cause to be done by virtue of this power of attorney
     and the rights and powers herein granted. The undersigned acknowledges that
     the foregoing attorney-in-fact, in serving in such capacity at the request
     of the undersigned, is not assuming, nor is the Company assuming, any of
     the undersigned's responsibilities to comply with Section 16 of the
     Securities Exchange Act of 1934.

         This Power of Attorney shall remain in full force and effect until the
     undersigned is no longer required to file Forms 4 and 5 with respect to the
     undersigned's holding of and transactions in securities issued by the
     Company, unless earlier revoked by the undersigned in a signed writing
     delivered to the foregoing attorney-in-fact.

         IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
     to be executed as of this 9th day of November, 2004.

                         /s/ James A. Verbrugge
                         --------------------------------
                         James A. Verbrugge

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