DEFA14A

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 14(a) of the

Securities Exchange Act of 1934

 

 

Filed by the Registrant x   Filed by a Party other than the Registrant ¨

 

Check the appropriate box:

 

¨  Preliminary Proxy Statement

 

¨  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

¨  Definitive Proxy Statement

 

¨  Definitive Additional Materials

 

x  Soliciting Material Pursuant to §240.14a-12

 

 

 

INTERCEPT, INC.


(Name of Registrant as Specified In Its Charter)

 

 

 


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

 

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¨  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

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  (3)  Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 
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¨  Fee paid previously with preliminary materials.

 

¨  Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

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PRESS RELEASE

Contact: Carole Collins

Investor Relations Director

(770) 248-9600

 

InterCept, Inc. Acknowledges Receipt of Shareholder Letter

 

Urges Shareholders to Use Caution

 

ATLANTA, GA—April 13, 2004—InterCept, Inc. (NASDAQ—ICPT) today announced that it has received a letter from JANA Partners LLC, a hedge fund manager that according to its filings with the SEC only recently became an InterCept shareholder, indicating that JANA intends to nominate and solicit votes for JANA’s handpicked candidates at InterCept’s 2004 Annual Meeting. InterCept Chairman and Chief Executive Officer, John W. Collins, stated, “Our Board of Directors is reviewing JANA’s letter and will respond to it soon. In the meantime, we urge InterCept’s shareholders not to be misled by JANA’s self-serving version of recent events, and to avoid reaching any conclusions without the benefit of accurate and complete information.”

 

InterCept, Inc. intends to make a preliminary filing with the SEC of proxy materials to be used to solicit votes for the election of the Board’s nominees at its 2004 Annual Meeting of Shareholders.

 

InterCept strongly advises all shareholders of the Company to read the proxy statement when it is available because it will contain important information. InterCept will send its proxy statement, along with its Annual Report, to all shareholders of record, and the proxy statement will also be available at no charge on the SEC’s web site at http://www.sec.gov. In addition, InterCept will provide copies of the proxy statement and Annual Report without charge upon request. Requests for copies should be directed to the participants’ proxy solicitor, Innisfree M&A Incorporated, at its toll-free number: 888-750-5834.


The participants in the anticipated proxy solicitation are InterCept and InterCept’s directors, who beneficially own the number of shares indicated:

 

John W. Collins, Chairman of the Board and Chief Executive Officer

   1,443,143

James A. Verbrugge

   11,667

Mark Hawn

   11,667

John D. Schneider, Jr.

   30,005

Glenn W. Sturm

   425,472

Arthur G. Weiss

   11,667
    

 

Additional information regarding these participants will be included in InterCept’s proxy statement.

 

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.

 

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