SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 9, 2002
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INTERCEPT, INC.
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(Exact Name of Registrant
as Specified in its Charter)
Georgia 01-14213 58-2237359
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(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
3150 Holcomb Bridge Road, Suite 200, Norcross, Georgia 30071
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (770) 248-9600
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
Item 2. Acquisition or Disposition of Assets.
On March 19, 2002, InterCept, Inc. entered into a definitive Asset
Purchase Agreement for its wholly owned subsidiary, InterCept Billing Company,
LLC (now named Internet Billing Company, LLC), to acquire substantially all of
the assets of Internet Billing Company, Ltd., a Florida limited partnership
("iBill") and several subsidiaries and affiliated companies of iBill, subject to
regulatory approval. iBill, which is based in Ft. Lauderdale, provides secure
transaction services that enable Web merchants to accept and process real-time
payments for goods and services purchased over the Internet. iBill also manages
all back-office functions including reporting, tracking, customer service and
sales transactions. Its service is powered by proprietary technology that
integrates online payment processing, fraud control, affiliate management and
financial reporting and tracking. Effective as of March 29, 2002, InterCept
received early termination of the waiting period with respect to the
Hart-Scott-Rodino application filed in connection with the transaction.
On April 9, 2002, InterCept closed the transaction contemplated by the
Asset Purchase Agreement. InterCept paid $112 million in cash and is obligated
to pay additional quarterly earnout payments for a period of six quarters ending
December 31, 2003, contingent upon whether the acquired business achieves
certain financial targets. InterCept has an option to buy out the remaining
earnout obligation at any time by paying $8 million per remaining quarter.
InterCept used cash on hand, proceeds from its line of credit with First Union
National Bank, and proceeds from a CD secured loan from The Bankers Bank,
Atlanta, Georgia, to pay the purchase price. A portion of the cash paid will be
held in escrow for a period of time after the closing.
The amount of the consideration was determined based upon arm's length
negotiations. InterCept will account for the transaction under the purchase
method and treat the transaction as an asset acquisition for tax purposes.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired.
It is impractical to provide the required financial statements for
iBill at the date of the filing of this Form 8-K. The required
financial statements will be provided as soon as practicable but not
later than sixty days after the date on which this Form 8-K must be
filed.
(b) Pro Forma Financial Information.
It is impractical to provide the required pro forma financial
information at the date of the filing of this Form 8-K. The required
pro forma financial information will be provided as soon as practicable
but not later than sixty days after the date on which this Form 8-K
must be filed.
(c) Exhibits.
2.1 Asset Purchase Agreement dated March 19, 2002, by and among InterCept,
Inc.; InterCept Billing Company, LLC; Internet Billing Company, Ltd.;
iBill California, LLC;
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Liberty Merchant Services, LLC; iBill Technologies LLC; Internet
Billing Corp.; iBill Corp.; iBill GAP, LLC; and CSR Billing.com, LLC.*
*Pursuant to Item 601(b)(2) of Regulation S-K, InterCept agrees to furnish
supplementally a copy of any omitted schedule or exhibit to the Commission upon
request.
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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 hereunto duly authorized.
INTERCEPT, INC.
By: /s/ Scott R. Meyerhoff
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Scott R. Meyerhoff
Chief Financial Officer
Dated: April 22, 2002
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EXHIBIT INDEX
Exhibit
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2.1 Asset Purchase Agreement dated March 19, 2002, by and among InterCept,
Inc.; InterCept Billing Company, LLC; Internet Billing Company, Ltd.;
iBill California, LLC; Liberty Merchant Services, LLC; iBill
Technologies LLC; Internet Billing Corp.; iBill Corp.; iBill GAP, LLC;
and CSR Billing.com, LLC.*
*Pursuant to Item 601(b)(2) of Regulation S-K, InterCept agrees to furnish
supplementally a copy of any omitted schedule or exhibit to the Securities and
Exchange Commission upon request.
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