INTERCEPT GROUP INC
8-K, 1999-03-26
FUNCTIONS RELATED TO DEPOSITORY BANKING, NEC
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<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                              -------------------

                                   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):  March 22, 1999
                                                          --------------

                           THE INTERCEPT GROUP, INC.
                           -------------------------
                           (Exact Name of Registrant
                         as Specified in its Charter)


      Georgia                    01-14213                   58-2237359
  ---------------              ------------              ----------------
  (State or Other              (Commission               (I.R.S. Employer
  Jurisdiction of              File Number)             Identification No.)
   Incorporation)

3150 Holcomb Bridge Road, Suite 200, Norcross, Georgia        30071
- ------------------------------------------------------        -----
   (Address of Principal Executive Offices)                 (Zip Code)


      Registrant's telephone number, including area code:  (770) 248-9600
                                                           --------------


                                      N/A
         -------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)
<PAGE>
 
Item 5.  Other Events.

     On March 22, 1999, the Registrant issued the press release attached hereto
as Exhibit 99.1, which is incorporated herein by reference. The press release
relates to the announcement by Registrant that its common stock has been
approved for listing on The Nasdaq National Market.

Item 6.  Financial Statements, ProForma Financial Information and Exhibits

         (c)  Exhibits

Item No.    Exhibit List

99.1        Press release dated March 22, 1999 issued by the Registrant.

                                       2
<PAGE>
 
                                  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.

                              THE INTERCEPT GROUP, INC.
 

                              By: /s/ Scott R. Meyerhoff
                                  -----------------------
                                  Scott R. Meyerhoff
                                  Chief Financial Officer


Dated:  March 26, 1999

                                       3
<PAGE>
 
                                 EXHIBIT LIST


Exhibit No.       Description
- -----------       -----------
99.1              Press release dated March 22, 1999 issued by the Registrant.

                                       4

<PAGE>
 
                                                                    Exhibit 99.1
 
                                                                   PRESS RELEASE
 

                                               Contact:  Scott R. Meyerhoff
                                                         Chief Financial Officer
                                                         (770) 840-2530


                THE INTERCEPT GROUP, INC. COMMON STOCK TO BEGIN
                     TRADING ON THE NASDAQ NATIONAL MARKET


NORCROSS, Georgia (March 22, 1999) * The InterCept Group, Inc. (AMEX: ICG) today
announced that its common stock has been approved for listing on The Nasdaq
National Market. It is anticipated that on March 29, 1999, the Company's common
stock will begin trading on Nasdaq under the symbol ICPT. InterCept currently
has approximately 9.25 million shares of common stock outstanding.
 
     "Listing on The Nasdaq National Market marks an important milestone for
InterCept and highlights the strong growth the Company has achieved since our
initial public offering," commented John W. Collins, chairman of the board and
chief executive officer of The InterCept Group, Inc. "We believe that the
listing on Nasdaq will broaden the exposure and liquidity of InterCept's shares
and further enhance the value of our stock to our shareholders."
 
     The InterCept Group, Inc. is a financial technology and services company
that serves community financial institutions as a single source for a variety of
services including EFT/ATM processing, core banking software & processing, data
communications management, debit card programs, equipment sales & service, and
merchant portfolio management.  InterCept also offers InterCept Switch, "The
Surcharge-Free Network", a surcharge free ATM network that allows members to
waive their cardholders' ATM fees while retaining the ability to surcharge non-
member customers.  Each of these products and services helps keep community
financial institutions competitive in today's marketplace.  Additional
information about The InterCept Group can be found on the Company's website at
www.intercept.net.
 
This release contains statements which constitute forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
the Securities Exchange Act of 1934, as 

                                    -MORE-
<PAGE>
 
amended. These statements appear in a number of places in this release and
include all statements that are not statements of historical fact regarding the
intent, belief or expectations of the Company and its management with respect
to, among other things: (i) the anticipated impact of certain events and
circumstances; (ii) trends affecting the Company; and (iii) the Company's growth
and operating strategy. Words like "may," "will," "anticipate," "believe,"
"intend," "plans," "allows," "strategy" and similar expressions are intended to
identify forward-looking statements. Such forward-looking statements are not
guarantees of future performance and actual results may differ materially from
those projected in the forward-looking statements as a result of the Company's
brief combined operating history, its ability to obtain and manage growth, risks
related to acquisitions and the integration of acquired assets and businesses,
acceptance and reliability of new technologies, customer attrition, competition
and various other factors discussed in detail in the Company's filings with the
Securities and Exchange Commission, including the "Risk Factors" section in
InterCept's Registration Statement on Form S-1 (Registration No. 333-47197), as
declared effective on June 9, 1998.

                                     -END-


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