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): May 24, 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 binding letter
agreement to acquire all of the stock of Electronic Payment Exchange, Inc.
("EPX"), an end-to-end provider of electronic transaction processing services
based in New Castle, Delaware. EPX enables businesses to accept credit card,
debit card and electronic check payments.
On May 21, 2002, InterCept entered into an Agreement and Plan of Merger
by and among InterCept, InterCept Merger Sub, Inc. (a wholly-owned subsidiary of
InterCept), EPX, and certain of the stockholders of EPX (the "Merger
Agreement"). On May 24, 2002, the transactions contemplated by the Merger
Agreement were closed. Under the Merger Agreement, InterCept issued 1,349,894
shares of its common stock to the stockholders of EPX, and EPX became a wholly
owned subsidiary of InterCept. A portion of the shares issued by InterCept will
be held in escrow for a period of time after closing to secure the
representations and warranties of the EPX stockholders.
The amount of the consideration was determined based upon arm's length
negotiations. The transaction will be accounted for under the purchase method
and treated as a tax-free reorganization for U.S. federal income 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 EPX
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 Agreement and Plan of Merger dated as of May 21, 2002 by and among
InterCept, Inc., InterCept Merger Sub, Inc., Electronic Payment
Exchange, Inc. ("EPX"), and certain of the stockholders of EPX.*
*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: June 5, 2002
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EXHIBIT INDEX
Exhibit
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2.1 Agreement and Plan of Merger dated as of May 21, 2002 by and among
InterCept, Inc., InterCept Merger Sub, Inc., Electronic Payment
Exchange, Inc. ("EPX"), and certain of the stockholders of EPX.
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