-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M3NXJtjTGJsFbLeMtzzc3ZTAGOVOL2mzt5WHCQr9pu5MNXESjA6Wz/Ou71gfEUF8 42E6rh4GrWX4Ysf8vsF9Vw== 0001209191-04-044833.txt : 20040917 0001209191-04-044833.hdr.sgml : 20040917 20040917113510 ACCESSION NUMBER: 0001209191-04-044833 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040908 FILED AS OF DATE: 20040917 DATE AS OF CHANGE: 20040917 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: INTERCEPT INC CENTRAL INDEX KEY: 0001054930 STANDARD INDUSTRIAL CLASSIFICATION: FUNCTIONS RELATED TO DEPOSITORY BANKING, NEC [6099] IRS NUMBER: 582237359 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3150 HOLCOMB BRIDGE ROAD SUITE 200 CITY: NORCROSS STATE: GA ZIP: 30071 BUSINESS PHONE: 7702489600 MAIL ADDRESS: STREET 1: 3150 HOLCOMB BRIDGE ROAD SUITE 200 CITY: NORCROSS STATE: GA ZIP: 30071 FORMER COMPANY: FORMER CONFORMED NAME: INTERCEPT GROUP INC DATE OF NAME CHANGE: 19980209 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FIDELITY NATIONAL FINANCIAL INC /DE/ CENTRAL INDEX KEY: 0000809398 STANDARD INDUSTRIAL CLASSIFICATION: TITLE INSURANCE [6361] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14213 FILM NUMBER: 041035169 BUSINESS ADDRESS: STREET 1: 601 RIVERSIDE AVENUE STREET 2: , CITY: JACKSONVILLE STATE: FL ZIP: 32204 BUSINESS PHONE: 904-854-8100 MAIL ADDRESS: STREET 1: 601 RIVERSIDE AVENUE STREET 2: , CITY: JACKSONVILLE STATE: FL ZIP: 32204 3 1 doc3.xml FORM 3 SUBMISSION X0202 3 2004-09-08 0 0001054930 INTERCEPT INC ICPT 0000809398 FIDELITY NATIONAL FINANCIAL INC /DE/ 601 RIVERSIDE AVENUE JACKSONVILLE FL 32204 0 0 1 0 Common Stock, no par value 0 D Preferred Stock, no par value 0 D Fidelity National Financial, Inc. ("FNF"), a Delaware corporation, is party to a shareholder agreement with each of certain shareholders (collectively, the "Shareholders") of InterCept, Inc., a Georgia corporation ("InterCept"), dated as of September 8, 2004 (collectively, the "Shareholder Agreements"). Pursuant to the Shareholder Agreements, FNF may be deemed to have shared voting power with respect to 4,654,619 shares of common stock, no par value per share, of InterCept (which shares constitute approximately 21.5% of the issued and outstanding shares of common stock of InterCept based on the number of shares of common stock represented by InterCept as outstanding on September 8, 2004 and assuming the conversion of 100,000 shares of InterCept preferred stock that are subject to the Shareholder Agreements into shares of InterCept common stock). (Footnote 1 continued in "Remarks" section, below) In addition, FNF may be deemed to have shared voting power with respect to any additional shares of capital stock of InterCept acquired by the Shareholders after the date of the Shareholder Agreements and during the term of the Shareholder Agreements. As of the date of the Shareholder Agreements, the Shareholders owned options and warrants to acquire 1,664,037 shares of common stock of InterCept. Such options and warrants, if fully exercised, would increase the Shareholders' voting interest in InterCept to 27.1%, assuming that all shares of preferred stock subject to Shareholder Agreements were converted to common stock and that no other additional shares of InterCept common stock were issued (other than shares in respect of such options and warrants). FNF may be deemed to beneficially own the shares of common stock InterCept that are subject to the Shareholder Agreements (the "Subject Shares") pursuant to section 13(d) of the Securities Exchange Act of 1934, as amended (the "E xchange Act"); however, FNF does not have a "pecuniary interest" (as such term is defined in Rule 16a-1(a)(2) under the Exchange Act) in the Subject Shares. Accordingly, the amount of securities of InterCept reported as beneficially owned by FNF in Item 2 of Table I of this Form 3 is zero. Neither the filing of this Form 3 nor any of its contents shall be deemed to constitute an admission by FNF that it is the beneficial owner of any of the common stock of InterCept referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressely disclaimed. FNF also disclaims any interest in any shares of common stock of InterCept held by any of its affiliated employee benefit plans, including pension funds and medical and dental funds, and by certain affiliated entities which may hold such shares for charitable purposes. Fidelity National Financial, Inc. by: /s/Alan L. Stinson, Executive Vice President and Chief Financial Officer 2004-09-17 -----END PRIVACY-ENHANCED MESSAGE-----