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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): March 9, 1999
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THE INTERCEPT GROUP, 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)
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Item 5. Other Events.
On March 9, 1999, the Registrant issued the press release attached hereto as
Exhibit 99.1, which is incorporated herein by reference. The press release
relates primarily to the acquisition of Direct Access Interactive, Inc. by the
Registrant.
Item 6. Financial Statements, ProForma Financial Information and Exhibits
(c) Exhibits
Item No. Exhibit List
99.1 Press release dated March 9, 1999 issued by the Registrant.
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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.
THE INTERCEPT GROUP, INC.
By: /s/ Scott R. Meyerhoff
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Scott R. Meyerhoff
Chief Financial Officer
Dated: March 26, 1999
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EXHIBIT LIST
Exhibit No. Description
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99.1 Press release dated March 9, 1999 issued by the Registrant.
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Exhibit 99.1
Contact: Scott R. Meyerhoff
Chief Financial Officer
(770) 840-2530
THE INTERCEPT GROUP, INC. ACQUIRES DIRECT ACCESS INTERACTIVE, INC. TO ENHANCE
INTERNET BANKING CAPABILITIES
ALSO MAKES INVESTMENT IN DERIVION CORPORATION TO INCLUDE INTERNET-BASED BILL
PRESENTMENT AND PAYMENT IN PRODUCT OFFERING
NORCROSS, Georgia (March 9, 1999) . The InterCept Group, Inc. (AMEX: ICG) today
announced the acquisition of Direct Access Interactive, Inc. in exchange for
approximately 150,000 shares of the Company's common stock. The transaction
will be accounted for as a pooling of interests. Based in Memphis, Tennessee,
Direct Access Interactive provides telephone and Internet banking services to
financial institutions located in the southern and midwestern United States. As
of March 1, 1999, Direct Access Interactive had approximately 130 customers.
"We believe the acquisition of Direct Access Interactive and specifically,
the addition of an Internet banking product to our strong product offering,
represents an exciting opportunity for InterCept and for our customers,"
commented John W. Collins, chairman of the board and chief executive officer of
The InterCept Group, Inc. "Our operating strategy is to enable community banks
to make their product delivery more efficient by using state-of-the art
technology and therefore provide their customers with faster, more responsive
service. As a result of rapidly changing technology and increasing consumer
acceptance of the Internet, we believe the demand for Internet banking services
will continue to accelerate and community financial institutions need to respond
and deliver these services in a dependable way in order to be competitive.
InterCept believes it is positioning community banks for the future by
leveraging the power of secure Internet technology to provide the convenient
delivery channels that their customers demand. We are very excited about the
prospect of offering this innovative product to our growing customer base, which
currently represents over 690 community banks, as well as the opportunity to
market this product to new customers."
"We are very pleased to be associated with The InterCept Group," said Kevin
Jones, president of Direct Access Interactive, Inc. "This relationship will
provide us with the critical support and expertise we need to grow our business
as well as provide access to new customers. Intercept has a solid reputation
among community banks and we believe we can add value to their suite of products
and services with our telephone and Internet banking capabilities."
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Intercept also announced it has made an equity investment in Derivion
Corporation, an Atlanta, Georgia-based developer of Internet-based electronic
bill presentment and payment services ("EBPP") targeted primarily to mid-tier
companies. Using Open Financial Exchange ("OFX") standards, Derivion's Internet
application is being developed to allow consumers to have their bills presented
on-line and pay them directly to the service provider or through any OFX-enabled
Internet bank.
Collins added, "This investment is an appropriate fit with our Internet
strategy and again reflects our commitment to offer the most advanced technology
to our community bank customers. We believe that Internet -based EBPP
technology is the next step in expanding our service offering and will be an
important area of growth in the evolution of electronic commerce for financial
institutions. We are excited about our relationship with this new company and
the opportunity to offer this technology to community banks through our EFT
network. We believe that this investment, in addition to our acquisition of
Direct Access Interactive, will provide InterCept with a tremendous competitive
advantage with the opportunity to not only expand our product offering with
reliable Internet solutions but also enhance our ability to attract new
customers."
The InterCept Group, Inc. is a financial technology and services company
that provides community financial institutions a single source for a variety of
services including EFT/ATM processing, debit card programs, core banking
software & processing, data communications management, equipment sales &
service, and merchant portfolio management. It also offers InterCept Switch,
"The Surcharge-Free Network" to member financial institutions wishing to provide
surcharge free ATM services to their 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 Internet at www.intercept.net.
This release contains statements which constitute forwardlooking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
the Securities Exchange Act of 1934, as 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"
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.
