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 or Organization) (I.R.S. Employer Identification Number) 3150 Holcomb Bridge Road Suite 200 Norcross, Georgia 30071 (Address of Principal Executive Offices) (Zip Code) If this form relates to the registration If this form relates to the of a class of securities pursuant to registration of a class of securities Section 12(b) of the Exchange Act pursuant to Section 12(g) of the and is effective pursuant to General Exchange Act and is effective Instruction A.(c), please check the pursuant to General Instruction A.(d), following box. [_] please check the following box. [X] Securities Act registration statement file number to which this form relates: 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 ---------------- ------------------------------------ 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 Registrant's common stock, no par value per share, see the information under the captions "Description of Capital Stock" and "Dividend Policy" contained in the Registrant's prospectus filed pursuant to Rule 424(b) and deemed a part of the Registrant's Registration Statement on Form S-1, as amended, filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933 (File No. 333-47197)(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 - ---------- ----------- 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 ------------------------- John W. Collins Chief Executive Officer Date: March 23, 1999