<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
--------------------
The InterCept Group, Inc.
(Exact name of Registrant as Specified in Its Charter)
Georgia 58-2237359
(State of Incorporation or Organization) (I.R.S. Employer
Identification Number)
3150 Holcomb Bridge Road
Suite 200
Norcross, Georgia 30071
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration If this form relates to the
of a class of securities pursuant to registration of a class of securities
Section 12(b) of the Exchange Act pursuant to Section 12(g) of the
and is effective pursuant to General Exchange Act and is effective
Instruction A.(c), please check the pursuant to General Instruction A.(d),
following box. [_] please check the following box. [X]
Securities Act registration statement file number to which this form relates:
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on
Be so Registered Which Each Class is to be Registered
---------------- ------------------------------------
None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, no par value per share
------------------------------------
(Title of Class)
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
For information with respect to the Registrant's common stock, no par
value per share, see the information under the captions "Description of Capital
Stock" and "Dividend Policy" contained in the Registrant's prospectus filed
pursuant to Rule 424(b) and deemed a part of the Registrant's Registration
Statement on Form S-1, as amended, filed with the Securities and Exchange
Commission pursuant to the Securities Act of 1933 (File No. 333-47197)(the "Form
S-1"). The prospectus is deemed to be incorporated herein by reference.
Item 2. Exhibits.
The following exhibits are filed as a part of this Registration
Statement:
Exhibit No. Description
- ---------- -----------
1 Amended and Restated Articles of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 to the Form S-1)
2 Bylaws (Amended and Restated) of the Registrant (incorporated by
reference to Exhibit 3.2 to the Form S-1)
3. Specimen Common Stock Certificate (incorporated by reference to
Exhibit 4.2 to the Form S-1).
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
THE INTERCEPT GROUP, INC.
/s/ John W. Collins
-------------------------
John W. Collins
Chief Executive Officer
Date: March 23, 1999
