ItemTable No. Exhibit List 2.1 Asset Purchase Agreement dated February 2, 2001, by and among Netzee, Netcal and InterCept. 10.1 Amended and Restated Credit Agreement dated as of February 2, 2001, by and among Netzee, Harland, and InterCept. 99.1 Press Release dated February 5, 2001.Contents

~~Exhibit~~SECURITIES ~~No.~~AND ~~Description~~EXCHANGE ~~----------- Item No. Exhibit List 2.1 Asset Purchase Agreement dated February 2~~COMMISSION Washington, ~~2001, by and among Netzee, Netcal and InterCept~~D. 10C.1 ~~Amended and Restated Credit Agreement dated as of February 2, 2001, by and among Netzee, Harland, and InterCept. 99.1 Press Release dated February 5, 2001.~~20549

~~PRO~~FORM FORMA PRO FORMA HISTORICAL ADJUSTMENTS SEPTEMBER 30, 2000 ------------ ------------ ------------------ ASSETS CURRENT ASSETS: Cash and cash equivalents $ 5,254,925 $ 14,100,000 (a) $ 7,554,925 (11,800,000)(b) Accounts receivable, net 2,425,557 (845,876)(c) 1,579,681 Leases receivable, current 419,435 419,435 Prepaids and other current assets 788,859 (100,805)(c) 688,054 ------------ ------------ Total current assets 8~~,888,776 10,242,095~~ ------------ ------------ PROPERTY AND EQUIPMENT, net 9,634,805 (35,524)(c) 9,599,281 LEASES RECEIVABLE, NET OF CURRENT 1,573,652 1,573,652 OTHER ASSETS: Intangible assets, net 108,747,312 (26,312,024)(c) 82,435,288 Deposits and other long-term assets 170,198 (13,001)(c) 157,197 ------------ ------------ Total other assets 108,917,510 82,592,485 ------------ ------------ Total assets $129,014,743 $104,007,513 ============ ============K

~~PRO FORMA PRO FORMA HISTORICAL ADJUSTMENTS SEPTEMBER 30, 2000 ------------- ------------- ------------------ LIABILITIES AND SHAREHOLDERS' EQUITY~~ CURRENT ~~LIABILITIES:~~REPORT PURSUANT ~~Accounts~~TO ~~payable~~SECTION ~~and~~13 ~~accrued~~OR ~~liabilities $ 4,380,296 $~~ 15(~~273,496)(c) $ 4,356,800 250,000 (~~d) ~~Deferred~~OF ~~revenue~~THE SECURITIES ~~6,255,734~~EXCHANGE ~~(3,069,058)(c)~~ACT ~~3,186,676~~OF Notes payable 134,232 134,232 Other current liabilities 415,534 415,534 ------------- ------------- Total current liabilities 11,185,796 8,093,242 NONCURRENT LIABILITIES: Deferred revenue, net of current 1,466,943 1,466,943 Related party loans 15,000,000 (6,800,000)(b) 8,200,000 Long-term debt, net of current maturities 6,507,500 (5,000,000)(b) 1,507,500 ------------- ------------- Total liabilities 34,160,239 19,267,685 SHAREHOLDERS' EQUITY: Preferred stock, no par value, Series A 8% convertible, 5,000,000 shares authorized, 500,000 shares issued and outstanding at September 30, 2000 6,500,000 6,500,000 Common stock, no par value, 70,000,000 shares authorized 22,028,083 shares issued and outstanding at September 30, 2000 176,021,418 176,021,418 Notes receivable from shareholders (3,122,972) (3,122,972) Deferred stock compensation (6,201,621) (6,201,621) Accumulated deficit (78,342,321) (10,114,676)(e) (88,456,997) ------------- ------------- Total shareholders' equity 94,854,504 84,739,828 ------------- ------------- Total liabilities and shareholders' $ 129,014,743 $ 104,007,513 ============= =============1934

~~PRO~~Date ~~FORMA~~of ~~FOR~~Report ~~THE YEAR PRO FORMA ENDED HISTORICAL~~(1)Date ~~ADJUSTMENTS~~of ~~DECEMBER~~earliest ~~31,~~event ~~1999 ------------- ----------- ----------------- REVENUES: Monthly maintenance and service $ 1,770,674 (222,019~~reported)~~(f) $ 1,548,655 License, hardware, implementation and other 579,239 579,239 ------------ ------------ Total revenues 2,349,913 2,127,894 ------------ ------------ COSTS AND EXPENSES~~: ~~Costs of services~~July 22, license, hardware, implementation and maintenance 1,958,318 (50,562)(f) 1,907,756 Selling general and administrative expenses 4,481,635 (74,969)(f) 4,406,666 Stock based compensation expense 4,591,888 4,591,888 Depreciation and amortization 13,056,016 (541,740)(f) 12,514,276 ------------ ------------ Total operating expenses 24,087,857 23,420,586 ------------ ------------ OPERATING LOSS (21,737,944) (21,292,692) INTEREST EXPENSE (INCOME), net 673,972 673,972 EXTRAORDINARY LOSS (4,518,760) (4,518,760) ------------ ------------ INCOME BEFORE TAXES (26,930,676) (26,485,424) PREFERRED DIVIDENDS (24,200) (24,200) ------------ ------------ NET (LOSS) INCOME $(26,954,876) $(26,509,624) ============ ============ BASIC AND DILUTED NET LOSS PER SHARE $ (2.34) $ (2.30) ============ ============ WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 11,542,034 11,542,034 ============ ============2002

~~PRO FORMA FOR THE NINE MONTHS PRO FORMA ENDED HISTORICAL ADJUSTMENTS SEPTEMBER 30~~Netzee, 2000 ------------ ------------ ------------------- REVENUES: Monthly maintenance and service $ 11,508,301 (4,009,862)(f) $ 7,498,439 License, hardware, implementation and other 1,041,964 (5,074)(f) 1,036,890 ------------ ------------ Total revenues 12,550,265 8,535,329 ------------ ------------ COSTS AND EXPENSES: Costs of services, license, hardware, implementation and maintenance 6,307,590 (903,378)(f) 5,404,213 Selling general and administrative expenses 14,818,968 (1,101,216)(f) 13,717,752 Stock based compensation expense 2,345,591 -- 2,345,591 Depreciation and amortization 39,518,414 (8,920,498)(f) 30,597,916 ------------ ------------ Total operating expenses 62,990,563 52,065,472 ------------ ------------ OPERATING LOSS (50,440,298) (43,530,143) INTEREST EXPENSE (INCOME), net 579,037 579,037 ------------ ------------ INCOME BEFORE TAXES (51,019,335) (44,109,180) PREFERRED DIVIDENDS (390,000) (390,000) ------------ ------------ NET (LOSS) INCOME $(51,409,335) $(44,499,180) ============ ============ BASIC AND DILUTED NET LOSS PER SHARE $ (2Inc.~~39) $ (2.07) ============ ============ WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 21,475,349 21,475,349 ============ ============~~

(Exact Name of Registrant as Specified in its Charter)


Georgia (State or Other Jurisdiction of Incorporation )		0-27925 (Commission File Number)		58-2488883 (I.R.S. Employer Identification No.)


6190 Powers Ferry Road, Suite 400, Atlanta, Georgia (Address of Principal Executive Offices)		30339 (Zip Code)

Registrant’s telephone number, including area code: (770) 850-4000

N/A
(Former Name or Former Address, if Changed Since Last Report)

TABLE OF CONTENTS


SIGNATURES

ITEM 4. Changes in Registrant’s Certifying Accountant.


	a) Dismissal of independent accountants

	Effective as of July 22, 2002, Netzee, Inc. (the “Company”) dismissed its independent accountants, Arthur Andersen LLP (“Andersen”). The dismissal of Andersen was approved by the Company’s Board of Directors upon the recommendation of its Audit Committee.

	No report of Andersen on the financial statements of the Company for the fiscal years ended December 31, 2000 and December 31, 2001 contained an adverse opinion or a disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope, or accounting principles.

	During the Company’s two most recent fiscal years and all subsequent interim periods through the date of this Form 8-K, (i) there were no disagreements with the former principal accountant on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of the former principal accountant, would have caused it to make reference to the subject matter of the disagreement in connection with its report; and (ii) there has not been any “reportable event,” as such term is defined in Item 304(a)(1)(v) of Regulation S-K.

	The Company has provided Andersen with a copy of this disclosure and requested that they furnish a letter addressed to the Securities and Exchange Commission stating whether they agree with the statements made in this Form 8-K. The Company was advised that Andersen is no longer providing letters relating to its termination as a former audit client’s independent public accountant.

	b) Engagement of new independent accountants

	Effective as of July 22, 2002, the Company engaged Deloitte & Touche LLP (“Deloitte & Touche”) as its new independent accountants. The decision to engage Deloitte & Touche was approved by the Company’s Board of Directors upon the recommendation of its Audit Committee.

	During each of the Company’s two most recent fiscal years and through the date of this Form 8-K, the Company did not engage Deloitte & Touche with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, or any other matters or reportable events as set forth in Items 304(a)(2)(i) and (ii) of Regulation S-K.

-2-

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 thereunto duly authorized.


	Netzee, Inc.



Date: July 25, 2002	By:	/s/ Jarett J. Janik Jarett J. Janik Vice President, Chief Financial Officer and Secretary

-3-

ItemTable No. Exhibit List 2.1 Asset Purchase Agreement dated February 2, 2001, by and among Netzee, Netcal and InterCept. 10.1 Amended and Restated Credit Agreement dated as of February 2, 2001, by and among Netzee, Harland, and InterCept. 99.1 Press Release dated February 5, 2001.Contents

Table of Contents

Table of Contents

Filing Compare · NETZEE INC