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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): January 28, 2000
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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 January 28, 2000, the Registrant issued the press release attached
hereto as Exhibit 99.1, which is incorporated herein by reference. The press
release relates to an agreement signed by the Registrant to acquire the Dallas,
Texas item processing center of TIB-The Independent BankersBank.
Item 6. Financial Statements, ProForma Financial Information and Exhibits
(c) Exhibits
Item No. Exhibit List
99.1 Press release dated January 28, 2000 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: February 2, 2000
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EXHIBIT LIST
Exhibit No. Description
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99.1 Press release dated January 28, 2000 issued by the Registrant.
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EXHIBIT 99.1
Contact: Scott Meyerhoff
Chief Financial Officer
(770) 840-2530
THE INTERCEPT GROUP, INC. TO EXPAND FURTHER IN TEXAS:
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ANNOUNCES AGREEMENT TO ACQUIRE ITEM PROCESSING ASSETS
OF TIB-THE INDEPENDENT BANKERSBANK
NORCROSS, Ga. (January 28, 2000) - The InterCept Group, Inc. (Nasdaq: ICPT), a
single-source provider of a broad range of technology outsourcing solutions and
support for community banks across the United States, today announced that it
has signed an agreement to acquire the Dallas, Texas item processing center of
TIB-The Independent BankersBank.
John Collins, chairman and chief executive officer of The InterCept Group
said, "This acquisition will enable us to expand our operations in Texas and
better serve our existing customers in this region of the country. We believe
this transaction is the first step in strengthening our presence in the
southwestern part of the United States."
"We are very excited about the acquisition of our item processing
operations by The InterCept Group," stated Gayle M. Earls, TIB president and
chief executive officer. "Over the past several years we have developed a strong
relationship with InterCept based on their excellent reputation for providing
community banks with the technology they need to remain competitive and
profitable. Working together, we will help community banks throughout our
territory better serve their customers."
"TIB has an excellent reputation among the banks they serve," said Mr.
Collins of InterCept. "We are pleased and feel privileged to be able to enter
into this mutually beneficial business opportunity with them. Our relationship
with TIB began several years ago and continues to grow and strengthen.
InterCept's focus and commitment to community financial institutions is closely
aligned with the mission of TIB. We are both dedicated to meeting the needs and
concerns of community banks and the markets they serve."
The closing of the transaction is subject to certain conditions, including
the negotiation and execution of other agreements, and is expected to be
completed on or about February 1, 2000. Terms of the transaction were not
disclosed.
For nearly two decades, TIB has provided independent community financial
institutions across the state of Texas and throughout the southwestern United
States with innovative correspondent products and services. TIB is owned by
approximately 400 community financial institutions and is governed by a 17-
member board of directors. The products and services provided by TIB are
designed to serve the needs of community financial institutions in an effort to
keep them a competitive and vital force in the markets they serve. Based in
Dallas, Texas and with offices in Houston and San Antonio, Texas, as well as
Albuquerque, New Mexico and
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The InterCept Group Expands in Texas
Page 2
January 28, 2000
Redmond, Washington, TIB currently does business with nearly 700 financial
institutions. The Bank can be found on the Internet at www.tibsite.com.
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The InterCept Group is a financial technology outsourcing company that
provides community financial institutions a single source for a variety of
products and services including ATM/EFT processing, debit card programs, core
banking software, data communications management, merchant portfolio management,
equipment sales, check and document imaging, and bank-wide contingency planning.
The InterCept Group also offers InterCept Switch, "The Surcharge-Free Network"
and AccountFolio, a loan collateral management system for commercial and
consumer loans. Each of these products and services helps to ensure that
community financial institutions remain competitive in today's marketplace. More
information about The InterCept Group can be found on the Internet at
www.intercept.net.
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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 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)
whether it will successfully complete the acquisition of assets from TIB-The
Independent BankersBank; (ii) whether the acquired operations will achieve or
maintain growth or other financial success; (iii) the anticipated impact of
certain events and circumstances; (iv) trends affecting the Company; and (v) the
Company's growth and operating strategy. The words "may," "will," "anticipate,"
"believe," "intend," "plans," "expects," "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, risks involved with
combining acquired operations with those of the Company, and, if such
transactions are completed, the Company's ability to obtain and manage growth,
other risks related to acquisitions and the integration of acquired assets and
businesses, dependence on new products and services and 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-3 (Registration No. 333-94511) filed with the
Securities and Exchange Commission on January 21, 2000, as may be amended.
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