SECURITIESUNITED STATESSECURITIES AND EXCHANGE COMMISSION WashingtonWASHINGTON, D.C.DC 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

~~PURSUANT~~Date of TOreport ~~SECTION 13 OR 15~~(D)Date OFof ~~THE~~earliest ~~SECURITIES~~event ~~EXCHANGE~~reported) September ~~ACT~~8, ~~OF 1934~~2004

~~Date~~ INTERCEPT, ~~of Report~~ INC. (~~date~~Exact Name of ~~earliest~~Registrant ~~event~~as ~~reported):~~Specified ~~May~~in ~~21,~~Its ~~2004~~Charter)

~~_________________~~ Georgia (State or Other Jurisdiction of Incorporation)

INTERCEPT, INC.(Exact name of registrant as specified in its charter)


			01-14213			58-2237359
			(Commission File Number)			(IRS Employer Identification No.)

GEORGIA			01-14213			58-2237359
(State or other jurisdiction of			(Commission file number)			(I.R.S. Employer
incorporation or organization)						Identification No.)


			3150 Holcomb Bridge Road, Suite 200, Norcross, Georgia (Address of Principal Executive Offices)				30071 (Zip Code)

3150 Holcomb Bridge Road, Suite 200Norcross, Georgia						30071
(Address of Principal Executive Offices)						(Zip Code)

(770) 248-9600
(Registrant's Telephone Number, Including Area Code)

~~_________________~~ (Former Name or Former Address, if Changed Since Last Report)

~~(Registrant’s~~ Check the ~~telephone~~appropriate ~~number,~~box ~~including~~below ~~area~~if ~~code):~~the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (~~770~~see General Instruction A.2. below): ~~248-9600~~

~~N/A~~ [ ] Written ~~(Former~~communications ~~Name~~pursuant orto ~~Former~~Rule ~~Address,~~425 ifunder ~~Changed~~the ~~Since~~Securities ~~Last~~Act ~~Report~~(17 CFR 230.425)

~~Item~~ [ ] Soliciting material 5.pursuant ~~Other~~to ~~Events~~Rule ~~and~~14a-12 ~~Required~~under FDthe ~~Disclosure~~Exchange Act (17 CFR 240.14a-12)

~~Agreement~~ [ ] Pre-commencement incommunications ~~Principle~~pursuant ~~with~~to ~~Sprout~~Rule ~~Group~~14d-2(b) tounder ~~Modify~~the ~~Preferred~~Exchange ~~Stock~~Act (17 CFR 240.14d-2(b))

~~InterCept,~~[ ] ~~Inc.~~Pre-commencement ~~has~~communications ~~agreed~~pursuant ~~in principle with Sprout Group~~ to ~~modify~~Rule ~~the~~13e-4(c) ~~terms~~under of the ~~$10~~Exchange ~~million preferred~~Act ~~stock~~(17 ~~purchased by Sprout in September 2003. This transaction, which will take~~CFR ~~the form of an exchange of a new Series B preferred stock of InterCept for all of the outstanding Series A preferred stock of InterCept, is expected to close on or about June 30, 2004~~240.13e-4(c))

~~The modifications~~Item to the preferred stock include the elimination of the preferred dividend (including all currently accrued dividends) and the elimination of the right of holders of the preferred stock to block a number of proposed corporate actions approved by a majority of the Board, including certain mergers, acquisitions and amendments to the articles and bylaws1. ~~The conversion price of the preferred will be reduced to $10~~01.50 Entry ~~per share from $13.97 per share. A copy of the Memorandum of Terms for the exchange is attached hereto as Exhibit 99.1. The modification transaction is contingent upon the parties’ entering~~ into a ~~definitive~~Material ~~agreement~~Definitive ~~to reflect the terms of the exchange.~~ Agreement

~~The proposed~~ Agreement exchange transaction is expected to result in a non-cash charge to net income (loss) attributable to common shareholders. The charge will be equal to the product of (a) the number of common shares into which the Series B preferred stock may be converted (952,381), times (b) the amount by which the market price per share of InterCept common stock on the date of the exchange exceeds the $10.50 Series B conversion price per share. The aggregate amount of the non-cash charge will be reduced by the $300,000 of Series A preferred dividends accrued through the date of the exchange. The charge will be amortized on a pro-rata basis over the 18 fiscal quarters following the effective date of the exchange, which is the remaining term during which the Series B preferred stock is convertible into common stock. The charge will replace and bePlan ~~in lieu~~ of ~~the charge for preferred dividends currently being accrued on the Series A preferred stock.~~ Merger

~~This Item~~ On 5September ~~contains~~8, ~~forward-looking~~2004, ~~statements~~Fidelity ~~within~~National ~~the~~Financial, ~~meaning~~Inc., ofa ~~the~~Delaware ~~securities~~corporation ~~laws~~("FNF"), ~~that~~Fidelity ~~are~~National ~~based~~Information onServices, ~~current expectations and assumptions~~Inc., ~~These~~a ~~forward-looking~~Delaware ~~statements~~corporation ~~are not guarantees of future performance~~ and ~~are~~wholly ~~subject~~owned tosubsidiary ~~risks~~of ~~and~~FNF ~~uncertainties~~("FNIS"), ~~some of~~Fuscia ~~which~~Merger ~~are~~Sub, ~~outside of InterCept’s control~~Inc., ~~that~~a ~~may~~Georgia ~~cause~~corporation ~~actual~~and ~~results~~wholly toowned ~~differ materially~~subsidiary ~~from~~of ~~those~~FNIS ~~expressed~~("Merger orSub") ~~implied~~and byInterCept, ~~the forward-looking statements~~Inc., ~~These risks~~a ~~and~~Georgia ~~uncertainties~~corporation ~~include whether~~ ("InterCept"), ~~and~~entered ~~Sprout~~into ~~will~~an beAgreement ~~able~~and toPlan ~~reach~~of ~~agreement~~Merger ~~on final documentation for~~ (the ~~transaction~~"Merger ~~described~~Agreement"), ~~above and in the attached Memorandum of~~under ~~Terms;~~which ~~whether~~Merger ~~the~~Sub ~~accounting results~~ will ~~ultimately~~ be asmerged ~~described~~with ~~above;~~ and ~~whether the~~into ~~transaction~~InterCept, ~~will~~with ~~actually~~InterCept ~~close~~continuing onafter orthe ~~about~~merger ~~June~~as ~~30,~~the surviving ~~2004~~corporation asand ~~anticipated~~a orwholly-owned atsubsidiary ~~all.~~of FNIS.

~~Receipt~~ Under the Merger Agreement, InterCept shareholders will receive $18.90 per share of InterCept common stock. FNF has the option to pay the $318.90 ~~Million~~consideration ~~Prepayment~~in ~~from~~all ~~Solidus~~cash ~~Networks~~or in a combination of cash and FNF stock. If FNF elects the stock and cash consideration option, ~~Inc~~InterCept shareholders will have the option to elect any combination of cash and stock, subject to proration such that the overall limitation for the consideration in the transaction will be 75% cash compensation and 25% compensation in the form of FNF stock. The proxy statement for InterCept's annual shareholders meeting, at which the shareholders will vote on the merger, will describe the final composition of the $18.90 per share offer. Any FNF stock consideration will be calculated using a trailing ten-day average calculated one day before the closing of the transaction. Including the conversion of InterCept's Series B preferred stock, InterCept has approximately 21.6 million shares of common stock outstanding.

~~As InterCept~~ The ~~has~~respective ~~previously~~boards ~~reported,~~of ~~Solidus~~directors ~~Networks,~~of ~~Inc.~~FNF ~~d/b/a~~and ~~Pay~~InterCept Byhave ~~Touch~~unanimously ~~purchased~~approved ~~a portion~~the ofMerger ~~InterCept’s~~Agreement, and ~~merchant~~the ~~services~~transactions ~~division~~contemplated onthereby ~~March~~are ~~22,~~subject ~~2004.~~to ~~The~~the ~~$30.5 million~~approval ~~sale~~of ~~price~~the ~~for~~shareholders ~~that~~of ~~transaction~~InterCept, ~~included~~any required aantitrust ~~$15.5~~clearance ~~million~~and ~~note~~other ~~due~~customary onclosing ~~September~~conditions. The ~~20, 2004~~foregoing ~~that~~description isof ~~guaranteed~~the bymerger does ~~three~~not ~~Pay~~purport Byto ~~Touch~~be ~~stockholders.~~complete ~~The~~and ~~$15.5 million note~~ is ~~payable~~ qualified in ~~two~~its ~~installments.~~entirety ~~Because~~by ~~Pay~~reference Byto ~~Touch paid~~ the ~~first~~complete ~~installment~~text onof ~~May~~the ~~21,~~Merger ~~2004 as scheduled~~Agreement, ~~the~~which ~~amount~~is ofset ~~principal~~forth ~~remaining~~below ~~outstanding~~as ~~after~~Exhibit ~~that~~2.1 ~~payment~~hereto ~~was reduced~~and byis $3incorporated ~~million~~herein toby reference.

2 FNF entered into shareholder's agreements with certain shareholders of InterCept under which these shareholders, who hold approximately 17.9% of the common shares outstanding, agreed to vote to adopt the Merger Agreement and to take other actions in furtherance of the merger.

~~$9.5~~ Non-Competition ~~million in accordance with the terms of the note. InterCept had previously recorded the note at its net realizable value of $12,500,000.~~ Agreement

~~Item~~ On 7September 8, 2004, InterCept, FNF and Fidelity Information Services, Inc. ~~Financial~~("FIS") ~~Statements~~(collectively, the "Companies") entered into a Non-Competition Agreement with John Collins, InterCept's Chairman of the Board and Chief ~~Exhibits~~Executive Officer. Under this agreement, Mr. Collins has agreed, on his behalf or on behalf of others, not to:

(c1) solicit, recruit or hire any person, who at the time of the solicitation, recruitment or hiring ~~Exhibits.~~is, or was during the preceding 12 months, employed by the Companies;

~~99.1 Memorandum of Terms for the exchange of Series A Preferred Stock for Series B Preferred Stock.~~2

3 (2) solicit, divert, or appropriate any business of the type conducted by the Companies, from the Companies, or their customers or prospective customers to which Mr. Collins had material contact with during his employment by InterCept or its subsidiaries; and

~~SIGNATURES~~ (3) enter into or engage in any activity that competes with the business of the Companies in any country where the Companies or any of their subsidiaries engage in business.

~~Pursuant to~~The ~~the~~term ~~requirements~~ of the ~~Securities~~Non-Competition ~~Exchange~~Agreement ~~Act~~is ofthree ~~1934,~~years beginning on the ~~Registrant~~date ~~has~~the ~~duly~~merger ~~caused this~~is ~~report~~closed, toand beMr. Collins ~~signed~~will onreceive ~~its~~a ~~behalf~~lump bysum ~~the~~payment ~~undersigned~~of ~~thereunto~~$2,100,000 ~~duly~~on ~~authorized.~~that date.

~~Dated:~~ Side ~~May~~Letter ~~24,~~Between ~~2004~~InterCept and JANA

~~INTERCEPT~~ On September 8, ~~INC~~2004, InterCept, Inc, JANA Partners, LLC and JANA Master Fund, Ltd. (~~Registrant~~"JANA") signed a side letter agreeing that, upon the effectiveness of the merger described above, certain covenants in the Settlement Agreement dated June 11, 2004 between them would terminate, provided that InterCept reimburses JANA for its expenses as required in the Settlement Agreement. The covenants to be terminated relate to InterCept's 2004 and 2005 annual meetings, InterCept's evaluation of strategic alternatives, and expansion of InterCept's board of directors.

By:Item /s/ John W9. Collins John W01. CollinsFinancial ChiefStatements Executiveand OfficerExhibits.

4(c) Exhibits:


			2.1			Agreement and Plan of Merger and Reorganization dated as of September 8, 2004,
						by and among Fidelity National Financial, Inc., Fidelity National Information
						Services, Inc., Fuscia Merger Sub, Inc., and InterCept, Inc. (incorporated by reference
						to Exhibit 2.1 from the current report on Form 8-K of Fidelity National Financial,
						Inc. dated September 14, 2004, SEC File No. 1-9396).

			99.1			Press Release of InterCept announcing the transaction described herein (incorporated by
						reference to filing by InterCept pursuant to Rule 425 on September 9, 2004).

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be filed on its behalf by the undersigned hereunto duly authorized.

INTERCEPT, INC.

Dated: September 14, 2004

By:       /s/ John W. Collins
             John W. Collins
             Chief Executive Officer

EXHIBIT INDEX

99.1 Memorandum of Terms for the exchange of Series A Preferred Stock for Series B Preferred Stock.


			2.1			Agreement and Plan of Merger and Reorganization dated as of September 8, 2004,
						by and among Fidelity National Financial, Inc., Fidelity National Information
						Services, Inc., Fuscia Merger Sub, Inc., and InterCept, Inc. (incorporated by reference
						to Exhibit 2.1 from the current report on Form 8-K of Fidelity National Financial,
						Inc. dated September 14, 2004, SEC File No. 1-9396).

			99.1			Press Release of InterCept announcing the transaction described herein (incorporated by
						reference to filing by InterCept pursuant to Rule 425 on September 9, 2004).

Filing Compare · INTERCEPT INC