SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
InterCept, Inc.
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
45845L107
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(CUSIP Number of Class of Securities)
Daniel S. Loeb
Third Point Management Company L.L.C.
360 Madison Avenue, 24th Floor
New York, NY 10017
(212) 224-7400
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Jack H. Nusbaum, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019-6099
(212) 728-8000
May 20, 2004
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(Date of Event which Requires
Filing of this Schedule)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box: [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
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CUSIP No. 45845L107 Page 2 of 10 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Daniel S. Loeb
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------- --------- ------------------------------------------------
7 SOLE VOTING POWER
0
--------- ------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 1,450,000
OWNED BY --------- ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 0
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,450,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,450,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1%
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14 TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D
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CUSIP No. 45845L107 Page 3 of 10 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Third Point Management Company L.L.C. I.D. #13-3922602
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------- --------- ------------------------------------------------
7 SOLE VOTING POWER
0
--------- ------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 1,450,000
OWNED BY --------- ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 0
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,450,000
----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,450,000
----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1%
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14 TYPE OF REPORTING PERSON*
OO
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This Schedule 13D is being filed on behalf of Third Point Management
Company L.L.C., a Delaware limited liability company (the "Management Company"),
and Daniel S. Loeb, an individual ("Mr. Loeb" and, together with the Management
Company, the "Reporting Persons"). This Schedule 13D relates to the common
stock, no par value, of InterCept, Inc., a Georgia corporation (the "Company").
Unless the context otherwise requires, references herein to the "Common Stock"
are to such common stock of the Company. The Management Company is the
investment manager or adviser to a variety of hedge funds and managed accounts
(such funds and accounts, collectively, the "Funds"). The Funds directly own the
Common Stock to which this Schedule 13D relates, and the Reporting Persons may
be deemed to have beneficial ownership over such Common Stock by virtue of the
authority granted to them by the Funds to vote and to dispose of the securities
held by the Funds, including the Common Stock.
Item 1. Security and Issuer.
This statement on Schedule 13D relates to the Common Stock of the Company,
and is being filed pursuant to Rules 13d-1 and 13d-5 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). The address of the
principal executive offices of the Company is 3150 Holcomb Bridge Road, Suite
200, Norcross, GA 30071.
Item 2. Identity and Background.
(a) This statement is filed by the Reporting Persons. Daniel S. Loeb is the
managing member of the Management Company and controls the Management Company's
business activities. The Management Company is organized as a limited liability
company under the laws of the State of Delaware.
(b) The address of the principal business and principal office of the
Management Company and Mr. Loeb is 360 Madison Avenue, 24th Floor, New York, NY
10017.
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(c) The principal business of the Management Company is to serve as
investment manager or adviser to the Funds, and to control the investing and
trading in securities of the Funds. The principal business of Mr. Loeb is to act
as the managing member of the Management Company.
(d) None of the Reporting Persons, nor, to the best of their knowledge, any
of their directors, executive officers, general partners or members has, during
the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of the Reporting Persons, nor, to the best of their knowledge, any
of their directors, executive officers, general partners or members has, during
the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) Mr. Loeb is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
The Funds expended an aggregate of approximately $20,894,660.72 of their
own investment capital to acquire the 1,450,000 shares of Common Stock held by
them (the "Shares"). The Shares were acquired in open market purchases.
The Funds effect purchases of securities primarily through margin accounts
maintained for them with Bear, Stearns Securities Corp. and Goldman, Sachs & Co.
(the "Primary Brokers") which may extend margin credit to the Funds as and when
required to open or carry positions in the margin accounts, subject to
applicable Federal margin regulations, stock exchange rules and the firm's
credit policies. In such instances, the positions held in the margin accounts
are pledged as collateral security for the repayment of debit balances in the
accounts.
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Item 4. Purpose of Transaction.
The purpose of the acquisition of the Shares by the Funds is for
investment. The Reporting Persons may cause the Funds to make further
acquisitions of Common Stock from time to time or to dispose of any or all of
the shares of Common Stock held by the Funds at any time.
As further detailed in a letter, dated May 27, 2004, from Mr. Loeb, as
managing member of the Management Company, to Mr. John W. Collins, Chairman of
the Board and Chief Executive Officer of the Company, a copy of which is
attached hereto as Exhibit 2, the Reporting Persons are seeking certain changes,
including the following:
1. The Company should take immediate steps to follow through on the process
initiated last Fall to sell the Company.
2. The Board of Directors of the Company should demand the resignation of
John Collins for his failure to manage the sale process, his apparent lapse of
judgment evident in the Company's investment in iBill and the embarrassment and
jeopardy in which he has placed the Company with its customers and communities
that it serves, due to iBill's involvement in providing payment services for the
on-line pornographic industry.
If the Company does not pursue the above courses of action, the Reporting
Persons may communicate, and coordinate their actions, with other stockholders
of the Company to convene a special meeting to replace the members of the Board.
It is the understanding of the Reporting Persons that holders of at least a
majority of the votes entitled to be cast on any issue to be considered at a
proposed special meeting may call such a meeting.
The Reporting Persons are engaged in the investment business. In pursuing
this business, the Reporting Persons analyze the operations, capital structure
and markets of companies, including the Company, on a continuous basis through
analysis of documentation and discussions with knowledgeable industry and market
observers and with representatives of such companies (often at the invitation of
management). From time to time, one or more of the Reporting Persons may hold
discussions with third parties or with management of such companies in which the
Reporting Person may suggest or take a position with respect to potential
changes in the operations, management or capital
6
structure of such companies as a means of enhancing shareholder value. Such
suggestions or positions may relate to one or more of the transactions specified
in clauses (a) through (j) of Item 4 of Schedule 13D of the Exchange Act,
including, without limitation, such matters as disposing of or selling all or a
portion of the company or acquiring another company or business, changing
operating or marketing strategies, adopting or not adopting certain types of
anti-takeover measures and restructuring the company's capitalization or
dividend policy.
Except as set forth above, and in the letter attached hereto as Exhibit 2,
the Reporting Persons do not have any present plans or proposals that relate to
or would result in any of the actions required to be described in Item 4 of
Schedule 13D. Each of the Reporting Persons may, at any time, review or
reconsider its position with respect to the Company and formulate plans or
proposals with respect to any of such matters, but has no present intention of
doing so.
Item 5. Interest in Securities of the Issuer.
(a) As of the date of this Schedule 13D, the Management Company
beneficially owns 1,450,000 shares of Common Stock. The Management Company
shares voting and dispositive power over such holdings with Mr. Loeb and with
the Funds. As of May 27, 2004, the Shares represented 7.1% of the total
20,288,562 shares of Common Stock outstanding at May 7, 2004 as reported in the
Company's quarterly report on Form 10-Q for the quarterly period ended March 31,
2004. None of the individual Funds owns a number of shares of Common Stock equal
to or greater than 5% of such total Common Stock outstanding.
(b) The Management Company and Mr. Loeb share voting and dispositive power
over the 1,450,000 shares of Common Stock held directly by the Funds.
(c) Schedule A hereto sets forth certain information with respect to
transactions by the Funds, at the direction of the Reporting Persons, in the
Common Stock during the past sixty days.
All of the transactions set forth on Schedule A, except as may be otherwise
noted therein, were effected in open market purchases on NASDAQ through the
Primary Brokers.
Except as set forth above, during the last sixty days there were no
transactions in the Common Stock effected by the Reporting
7
Persons, nor, to the best of their knowledge, any of their directors, executive
officers, general partners or members.
(d) Other than the Funds which directly hold the Shares, and except as set
forth in this Item 5, no person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting
Persons have entered into an agreement with respect to the joint filing of this
statement, and any amendment or amendments hereto.
By virtue of the relationships among the Reporting Persons and the Funds,
as described in Item 2, the Reporting Persons and the Funds may be deemed to be
a "group" under the Federal securities laws. Except as otherwise set forth in
this Schedule 13D, each Reporting Person expressly disclaims beneficial
ownership of any of the shares of Common Stock beneficially owned by any other
Reporting Person or the Funds and the filing of this Statement shall not be
construed as an admission, for the purposes of Sections 13(d) and 13(g) or under
any provision of the Exchange Act or the rules promulgated thereunder or for any
other purpose, that any Reporting Person is a beneficial owner of any such
shares.
Except as set forth herein, there are no contracts, arrangements,
understandings or relationships among the persons named in Item 2 or between
such persons and any other person with respect to any securities of the Company.
Item 7. Material to be Filed as Exhibits.
1. Joint Filing Agreement, dated as of May 27, 2004, by and between the
Reporting Persons.
2. Letter from the Management Company to the Chairman of the Board and
Chief Executive Officer of the Company, dated May 27, 2004.
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Schedule A
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(Transactions by the Funds in Common Stock
during the past sixty days)
Date Shares Purchased Shares Sold Price Per Share
---- ---------------- ----------- ---------------
04/13/04 100,000 $14.72680
04/14/04 131,000 $14.66090
04/16/04 25,000 $14.60000
04/29/04 70,000 $ 13.7714
05/03/04 60,000 $ 14.6433
05/04/04 5,800 $ 14.7500
05/05/04 14,800 $ 14.9821
05/06/04 21,400 $ 15.0000
05/07/04 20,000 $ 14.9926
05/10/04 37,500 $ 14.9797
05/11/04 100,000 $ 14.7500
05/11/04 56,500 $ 14.7821
05/12/04 32,200 $ 14.2688
05/13/04 1,500 $ 14.2924
05/18/04 20,000 $ 13.9916
05/20/04 350,000 $ 13.7000
05/20/04 60,600 $ 13.6166
05/21/04 100,000 $ 14.6099
05/24/04 100,000 $ 14.9700
05/25/04 83,000 $ 14.9999
05/26/04 60,700 $ 14.9896
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: May 27, 2004
THIRD POINT MANAGEMENT COMPANY L.L.C.
By: /s/ Daniel S. Loeb
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Name: Daniel S. Loeb
Title: Managing Member
/s/ Daniel S. Loeb
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Daniel S. Loeb
[SIGNATURE PAGE TO SCHEDULE 13D
WITH RESPECT TO
INTERCEPT, INC.]