SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
AMENDMENT NO. 1
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.
(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 7. Financial Statements, Pro Forma Financial Information and Exhibits.
The registrant hereby amends its report on Form 8-K filed on April 23,
2002 by deleting the text under Item 7 and replacing it with the following text.
(a) Financial Statements of Business Acquired.
Included as Exhibit 99.1 hereto and incorporated herein by
reference.
(b) Pro Forma Financial Information.
Included as Exhibit 99.2 hereto and incorporated herein by
reference.
(c) Exhibits.
Item No. Exhibit List
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.*
2.1.1 First Amendment to Asset Purchase Agreement dated as of April 8, 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.
99.1 The following consolidated financial statements of Internet Billing
Company, Ltd. and subsidiaries together with the report by Grant
Thornton, LLP for the periods stated therein:
Consolidated Balance Sheets as of December 31, 2000 and 2001.
Consolidated Statements of Earnings for the years ended December 31,
1999, 2000 and 2001.
Consolidated Statements of Partners' Equity for the years ended
December 31, 1999, 2000 and 2001.
Consolidated Statements of Cash Flows for the years ended December 31,
1999, 2000 and 2001.
Notes to Consolidated Financial Information.
99.2 The following unaudited pro forma condensed consolidated financial
statements of InterCept, Inc. and Internet Billing Company, Ltd. and
subsidiaries
Pro Forma Condensed Consolidated Statement of Operations for the year
ended December 31, 2001.
Pro Forma Condensed Consolidated Balance Sheet for the year ended
December 31, 2001.
Notes to Pro Forma Condensed Consolidated Financial Information.
* Previously filed with the registrant's Current Report on Form 8-K filed April
23, 2002.
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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: May 1, 2002
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