[LETTERHEAD OF NELSON MULLINS RILEY & SCARBOROUGH, L.L.P. APPEARS HERE]
June 1, 1998
VIA ELECTRONIC TRANSMISSION
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Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: The InterCept Group, Inc.
Form 8-A Registration Statement
File No. 333-47197
Ladies and Gentlemen:
On behalf of The InterCept Group, Inc. (the "Company"), we are
transmitting for filing under Section 12(g) of the Securities Exchange Act of
1934 the Company's Registration Statement on Form 8-A. The exhibits to the Form
8-A Registration Statement are incorporated by reference to the Company's
Registration Statement on Form S-1 filed with the Commission under the
Securities Act of 1933, File No. 333-47197.
The Company's Common Stock will be listed on the Nasdaq National Market.
Pursuant to Rule 12d1-2(c)(2) under the Exchange Act, we understand that the
Form 8-A Registration Statement will become effective upon the effectiveness of
the Securities Act registration statement, which is anticipated to be June 1,
1998.
Please contact me at (404) 817-6255 or Susan L. Spencer at (404)
817-6165 if you have any questions or comments.
Very truly yours,
/s/ Jonathan R. Coe
Jonathan R. Coe
Enclosure
cc: Mr. John W. Collins
Susan L. Spencer, Esq.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
__________________________________
THE INTERCEPT GROUP, INC.
(Exact name of Registrant as Specified in Its Charter)
Georgia 58-2237359
(State of Incorporation (I.R.S. Employer
or Organization) Identification Number)
3150 Holcomb Bridge Road 30071
Suite 200 (Zip Code)
Norcross, Georgia
(Address of Principal
Executive Offices)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and is 12(g) of the Exchange Act and is
effective pursuant to General effective pursuant to General
Instruction A.(c), please check the Instruction A.(d), please check the
following box. [_] following box. [X]
Securities Act registration statement file number to which this
form relates: 333-47197
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on
Be so Registered Which Each Class is to be Registered
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None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, no par value per share
------------------------------------
(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
For information with respect to the common stock, no par value per share
(the "Common Stock"), of The Intercept Group, Inc., a Georgia corporation (the
"Registrant"), see the information under the captions "Description of Capital
Stock" and "Dividend Policy" contained in the prospectus to be filed by the
Company pursuant to Rule 424(b) and deemed a part of the Registrant's
Registration Statement on Form S-1 filed with the Securities and Exchange
Commission pursuant to the Securities Act of 1933 on March 2, 1998, as amended
on April 29, 1998, and May 8, 1998, as such Registration Statement may be
amended further from time to time (as so amended, the "Form S-1"). The
prospectus is deemed to be incorporated herein by reference.
ITEM 2. EXHIBITS.
The following exhibits are filed as a part of this Registration Statement:
Exhibit No. Description
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1 Amended and Restated Articles of Incorporation of the
Registrant (incorporated by reference to Exhibit 3.1 to the
Form S-1).
2 Bylaws (Amended and Restated) of the Registrant (incorporated
by reference to Exhibit 3.2 to the Form S-1).
3 Specimen Common Stock Certificate (incorporated by reference to
Exhibit 4.2 to the Form S-1).
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
THE INTERCEPT GROUP, INC.
/s/ John W. Collins
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John W. Collins
Chief Executive Officer
Date: June 1, 1998