SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

FIDELITY NATIONAL FINANCIAL INC /DE/

(Last)

(First)

(Middle)

601 RIVERSIDE AVENUE

(Street)

JACKSONVILLE

32204

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/08/2004

3. Issuer Name and Ticker or Trading Symbol
INTERCEPT INC [ ICPT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, no par value	0 ^{( 1 )}	D ^{( 1 )}
Preferred Stock, no par value	0 ^{( 1 )}	D ^{( 1 )}

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. 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)

Remarks:

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 "Exchange 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	09/17/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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