UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 14a
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section
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Exchange Act of 1934
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Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 |
INTERCEPT, INC.
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(Name of Registrant as Specified in Its Charter)
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PRESS RELEASE
Contact: Carole Collins
Investor Relations Director
(770) 248-9600
INTERCEPT HIRES INVESTMENT
BANKER TO
EXPLORE POSSIBLE SALE
InterCept Also Settles
Proxy Contest with JANA Partners
ATLANTA, GA (June 11, 2004) –
InterCept, Inc. (Nasdaq: ICPT), a leading provider of technology products and services for
financial institutions, today announced that it will explore strategic alternatives to
enhance shareholder value, including a possible sale of the company, and has retained
Jefferies & Company, Inc. as its financial advisor to assist the company in doing so.
In addition, InterCept and JANA Partners LLC announced today that they have agreed to
settle their proxy contest and pending litigation and to jointly support a panel of
director nominees for election at the 2004 annual meeting of InterCept shareholders.
According to John W. Collins,
Chairman and Chief Executive Officer of InterCept, “Based on recent strong levels of
interest from prospective purchasers and feedback provided by some of our shareholders, we
believe that an exploration of strategic alternatives at this time is in the best interest
of the company. To avoid the distraction of a proxy fight and improve our ability to
achieve maximum value for our shareholders, we have settled our dispute with JANA. We look
forward to working with JANA to enhance value for all InterCept shareholders.”
InterCept and JANA have agreed that,
on or before June 24, 2004, the size of the InterCept Board will be increased from six to
nine members, and that Kevin J. Lynch and Marc Weisman, two nominees proposed by JANA,
will be elected to fill the newly-created Class II and III director seats and Robert Finzi
of Sprout Group will be offered the newly-created Class I board seat. InterCept and JANA
also have agreed to dismiss the litigation pending in the United States District Court for
the Northern District of Georgia, Atlanta Division, relating to the conduct of the 2004
annual meeting, and that InterCept will reimburse JANA for up to $750,000 of its expenses
if the shareholders approve a sale of the company. InterCept also agreed to hold its 2005
annual meeting, if necessary, not later than April 15, 2005.
According to Barry S. Rosenstein,
managing member of JANA Partners, “InterCept’s board of directors has been
responsive to our proposal to explore strategic alternatives and to allow JANA’s
representatives to have a role in the InterCept boardroom. We are eager to work with the
InterCept board to maximize shareholder value.”
InterCept also announced that at the
annual meeting scheduled for June 24, 2004, management, with the support of JANA,
intends to convene and then adjourn the
annual meeting until September 14, 2004.
“Due to the possibility that we may be convening a shareholders meeting in the coming
months to approve a sale, business combination or other strategic transaction, we have
decided to postpone our annual meeting in order to avoid the time and expense associated
with perhaps conducting two shareholder meetings in close proximity to one another,”
noted Collins. At the 2004 annual meeting, the InterCept board and JANA will jointly
support the election of Mr. Finzi or another independent nominee as a Class I director,
Mr. Lynch as a Class II director and John W. Collins, Arthur G. Weiss and Marc Weisman as
Class III directors.
About InterCept
InterCept, Inc. is a single-source
provider of a broad range of technologies, products and services that work together to
meet the technology and operating needs of financial institutions. InterCept’s
products and services include core data processing, check processing and imaging,
electronic funds transfer, debit card processing, data communications management, and
related products and services. For more information about InterCept, go to
www.intercept.net or call 770.248.9600.
This release contains
forward-looking statements within the meaning of the securities laws that are based on
current expectations, assumptions, estimates, and projections about InterCept and its
industry. These looking statements are not guarantees of future performance and are
subject to risks and uncertainties, many of which are outside of InterCept’s control,
that may cause actual results to differ materially from those expressed or implied by the
forward-looking statements. These risks and uncertainties include whether InterCept will
be able to negotiate and consummate a strategic transaction. Other risks and factors that
may affect InterCept and its share price are discussed in detail in the section in its
most recent Quarterly Report on Form 10-Q entitled Management’s Discussion and
Analysis of Financial Condition and Results of Operations – Disclosure Regarding
Forward-Looking Statements.