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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Netzee, Inc.
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(Name of Issuer)
Common Stock, No Par Value
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(Title of Class of Securities)
64122W 30 6
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(CUSIP Number)
Jeffrey M. Taylor
Sutherland Asbill & Brennan LLP
999 Peachtree Street, N.E.
Atlanta, Georgia 30309
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 20, 2002
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
The Exhibit Index is located following page 6.
SCHEDULE 13D
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CUSIP No. 64122W 30 6 Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DONNY R. JACKSON
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(*) (A) [ ]
(B) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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NUMBER OF 7 SOLE VOTING POWER
SHARES 154,102
BENEFICIALLY -----------------------------------------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 14,867
REPORTING -----------------------------------------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 154,102
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10 SHARED DISPOSITIVE POWER
14,867
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
168,969
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES(*) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
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14 TYPE OF REPORTING PERSON(*)
IN
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Page 2 of 6
ITEM 1. SECURITY AND ISSUER.
This statement is being filed by Donny R. Jackson (the "Reporting
Person") and relates to shares of the common stock, no par value per share (the
"Common Stock") of Netzee, Inc. (the "Issuer").
The Issuer's principal executive offices are located at 6190 Powers
Ferry Road, Suite 400, Atlanta, Georgia 30339.
ITEM 2. IDENTITY AND BACKGROUND.
The business address of the Reporting Person is 6190 Powers Ferry Road,
Suite 400, Atlanta, Georgia 30339. The Reporting Person's principal occupation
is serving as the President, Chief Executive Officer and a director of the
Issuer.
During the last five years, the Reporting Person has not been (1)
convicted in a criminal proceeding, or (2) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of which
he was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
The Reporting Person is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On June 20, 2002, the Reporting Person entered into a Securities
Purchase Agreement (the "Agreement") with Independent Bankers Financial
Corporation ("IBFC"). Pursuant to the terms of the Agreement, IBFC sold to the
Reporting Person 121,224 shares of Common Stock (the "Shares") for total
consideration of $50,000, paid in cash from the Reporting Person's personal
funds.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Person acquired the Shares for investment. The Reporting
Person does not presently have any plans or proposals that relate to or would
otherwise result in:
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer, except for securities
that may be awarded to the Reporting Person by the Issuer in consideration for
the services of the Reporting Person as an executive officer or director of the
Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
Page 3 of 6
(c) A sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
(d) Any change in the present board of directors or management of
the Issuer, including any plans or proposals to change the number or term of
directors or fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or
corporate structure;
(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be authorized to be quoted in
an inter-dealer quotation system of a registered national securities
association;
(i) A class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to section 12(g)(4) of the Securities
Exchange Act of 1934; or
(j) Any action similar to those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) See Boxes 11 and 13 of cover page 2 and see Item 4.
(b) See Boxes 7, 8, 9 and 10 of page 2.
Mr. Jackson owns 14,867 shares of Common Stock through FDS, LLC
("FDS"), an entity of which Mr. Jackson and Michael D. Sulpy each owns 20% of
the membership interests, and John W. Collins owns 60% of the membership
interests. FDS was organized to hold certain investments for the benefit of its
members. The principal address and office of FDS is 3150 Holcomb Bridge Road,
Suite 200, Norcross, Georgia 30071. FDS is a Georgia limited liability company.
The business address of Michael D. Sulpy is 3150 Holcomb Bridge Road,
Suite 200, Norcross, Georgia 30071. The principal occupation of Mr. Sulpy is
Executive Vice President of InterCept, Inc. ("InterCept"), a provider of
technologies, products and services to community financial institutions in the
United States. The principal address of InterCept is 3150 Holcomb Bridge Road,
Suite 200, Norcross, Georgia 30071.
The business address of Mr. Collins is 3150 Holcomb Bridge Road, Suite
200, Norcross,
Page 4 of 6
Georgia 30071. Mr. Collins is the Chairman of the Board and the Chief Executive
Officer of InterCept. Mr. Collins is also the Chairman of the Board of the
Issuer.
To the knowledge of the Reporting Person, during the last five years,
neither FDS (including its managers, members and executive officers), Mr. Sulpy,
nor Mr. Collins has been (1) convicted in a criminal proceeding, or (2) a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which any of them were or are subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Mr. Sulpy and Mr. Collins are citizens of the United States.
(c) Not applicable.
(d) See response to Item 5(b).
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
See responses to Items 3, 4 and 5(b).
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A Securities Purchase Agreement, dated June 20, 2002, by and
between the Reporting Person and IBFC.
Page 5 of 6
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
July 1, 2002
-------------------------------------
(Date)
/s/ Donny R. Jackson
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Donny R. Jackson
Page 6 of 6
EXHIBIT INDEX
Exhibit A Securities Purchase Agreement, dated June 20, 2002, by and
between the Reporting Person and IBFC.
EXHIBIT A
SECURITIES PURCHASE AGREEMENT
THIS IS A SECURITIES PURCHASE AGREEMENT (this "Agreement") by and
between Donny R. Jackson ("Purchaser"), and Independent Bankers Financial
Corporation, a Texas corporation ("Seller"), is dated as of June 20, 2002, and
by which Purchaser and Seller, in consideration of the agreements set forth
below (the mutuality, adequacy and sufficiency of which are hereby
acknowledged), hereby agree as follows:
1. Agreement to Purchase and Sell. Upon the terms set forth in
this Agreement, Purchaser hereby purchases from Seller and Seller hereby sells
to Purchaser 121,224 shares of the common stock, no par value, of Netzee, Inc.,
a Georgia corporation ("Netzee"), owned by Seller (the "Shares"). The aggregate
purchase price for the Shares shall be $50,000.
2. Closing Deliveries. Simultaneously with the execution of this
Agreement, (a) Seller shall deliver to Purchaser a certificate or certificates
representing the Shares, duly endorsed for transfer or accompanied by a fully
executed stock transfer power; and (b) Purchaser shall deliver to Seller by
check or wire transfer the aggregate purchase price of the Shares.
3. Representations and Warranties.
(a) By Seller. Seller hereby represents and
warrants to Purchaser that:
(i) Seller is a duly incorporated and
organized Texas corporation validly existing and in good standing under Texas
law;
(ii) Seller owns of record and
beneficially all of the Shares. Seller owns all right, title and interest in and
to the Shares, free and clear of any and all liens, charges, security interests
or other encumbrances (collectively, "Liens") other than restrictions on
transfers arising out of applicable federal and state securities laws. Purchaser
will acquire all right, title and interest in and to the Shares, free and clear
of any and all Liens, other than restrictions on transfers arising out of
applicable federal and state securities laws. There are no shareholder or other
similar agreements in effect with respect to the Shares.
(iii) Seller has all necessary power and
authority, and has taken all corporate and other action required, to execute,
deliver and perform its obligations under this Agreement and sell and deliver
the Shares. This Agreement and all other documents and instruments executed and
delivered by Seller pursuant hereto have been duly authorized and are valid and
binding obligations of Seller, enforceable against Seller in accordance with
their respective terms, except as enforceability may be limited by applicable
bankruptcy, insolvency and other laws and equitable principles affecting
creditors' rights generally and the discretion of the courts in granting
equitable remedies. The sale of the Shares by Seller in accordance herewith does
not give rise to any rights or obligations to third parties arising pursuant to
any agreement or instrument to which Seller is a party or which are otherwise
binding on Seller.
(iv) No authorization, consent,
approval, license, exemption of or filing or registration with any court or
governmental department, commission, board, bureau, agency or instrumentality,
domestic or foreign, or any third party, is necessary for, or in connection
with, the offer, sale or delivery by Seller of the Shares or for the performance
by Seller of its obligations under this Agreement. There is no action, suit,
proceeding or investigation pending or, to Seller's knowledge, threatened
against Seller that might call into question the validity of, or hinder the
enforceability or performance of, this Agreement or the sale to Purchaser of the
Shares or any action taken or to be taken pursuant hereto. Seller is not in
default with respect to any order, writ, injunction, decree, ruling or decision
or any court, commission, board or other government agency by which Seller is
bound that might affect the Shares or the sale to Purchaser thereof.
(v) Neither the execution, delivery or
performance by Seller of its obligations under this Agreement and any documents
or instruments delivered or executed in connection herewith nor the consummation
of the transactions contemplated hereby (including the sale and delivery of the
Shares): (x) will violate or conflict with (a) any provision of applicable law,
(b) any provision of Seller's governing instruments (including without
limitation its Articles of Incorporation and Bylaws or any other similar
instruments), (c) any order or decree of any court or government agency
applicable to Seller, or (d) any indenture, agreement or other instrument to
which Seller is bound, or (y) result in the creation or imposition of any Lien
upon any of the Shares.
(vi) No person has or will have, as a
result of the transactions contemplated by this Agreement, any right, interest
or valid claim against or upon Seller for any commission, fee or other
compensation as a finder or broker because of any act or omission by Seller or
any agent of Seller.
(vii) Seller is aware that over the last
year, Netzee has been considering various corporate transactions, including
selling Netzee to a third party, has negotiated with third parties to sell
Netzee, and may consummate such a transaction in the future.
(b) By Purchaser. Purchaser hereby represents
and warrants to Seller:
(i) Purchaser has all necessary power
and authority to purchase the Shares. This Agreement has been duly executed and
delivered by Purchaser, and constitutes the legal, valid and binding obligations
of Purchaser, enforceable against Purchaser in accordance with its terms, except
as enforceability may be limited by applicable bankruptcy, insolvency and other
laws and equitable principles affecting creditors' rights generally and the
discretion of the courts in granting equitable remedies;
(ii) Except for the filing by Purchaser
of an SEC Form 4, no authorization, consent, approval, license, exemption of or
filing or registration with any court or governmental department, commission,
board, bureau, agency or instrumentality, domestic or foreign, or any third
party, is necessary for, or in connection with, the offer, or purchase by
Purchaser of the Shares or for the performance by Purchaser of its obligations
under this
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Agreement. There is no action, suit, proceeding or investigation pending or, to
Purchaser's knowledge, threatened against Purchaser that might call into
question the validity of, or hinder the enforceability or performance of, this
Agreement or the Purchaser's purchase of the Shares or any action taken or to be
taken pursuant hereto. Purchaser is not in default with respect to any order,
writ, injunction, decree, ruling or decision or any court, commission, board or
other government agency by which Purchaser is bound that might affect the Shares
or the sale to Purchaser thereof.
(iii) Neither the execution, delivery or
performance by Purchaser of its obligations under this Agreement and any
documents or instruments delivered or executed in connection herewith nor the
consummation of the transactions contemplated hereby (including the purchase of
the Shares): will violate or conflict with (a) any provision of applicable law,
(b) any order or decree of any court or government agency applicable to
Purchaser, (c) any indenture, agreement or other instrument to which Purchaser
is bound, or (d) any policy of Netzee which has not been waived.
(iv) No person has or will have, as a
result of the transactions contemplated by this Agreement, any right, interest
or valid claim against or upon Seller for any commission, fee or other
compensation as a finder or broker because of any act or omission by Purchaser
or any agent of Purchaser.
(v) Purchaser will acquire the Shares
for his own account, to hold for investment, and with no present intention of
dividing his participation with others or reselling or otherwise participating,
directly or indirectly, in a distribution of the Shares, and he will not make
any sale, transfer, or other disposition of the Shares in violation of the
Securities Act of 1933, as amended (the "Securities Act"), or any applicable
state securities laws (the "State Acts"). A legend to such effect will be placed
on the certificate or certificates for the Shares.
(vi) Purchaser understands and
acknowledges that an investment in the Shares involves a high degree of risk.
Purchaser represents that Purchaser is able to bear the economic risk of an
investment in the Shares, including a possible total loss of his investment. In
making this statement, Purchaser hereby represents and warrants to Seller that
Purchaser has adequate means of providing for Purchaser's current needs and
contingencies, that Purchaser is able to afford to hold the Shares for an
indefinite period and that Purchaser has such knowledge and experience in
financial and business matters that Purchaser is capable of evaluating the
merits and risks of the investment in the Shares. Further, Purchaser represents
that Purchaser has no present need for liquidity in the Shares and Purchaser is
willing to accept such investment risks.
(vii) This Agreement is made by Seller
with Purchaser in reliance upon Purchaser's representations and covenants made
in this Section 3(b), which reliance by its execution of this Agreement
Purchaser hereby confirms.
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(viii) Purchaser understands that the Shares have
not been registered under the Securities Act or any State Acts and are being
offered and sold pursuant to exemptions therefrom based in part upon the
representations of Purchaser contained herein.
(ix) Purchaser knows of no public solicitation or
advertisement of an offer in connection with the offer and sale of the Shares.
(x) Purchaser, who is the President and Chief
Executive Officer of Netzee, does not know of any material non-public
information concerning Netzee that has not been disclosed to Seller prior to its
entering into this Agreement. To Purchaser's knowledge, Netzee's latest annual
and quarterly reports filed with the Securities and Exchange Commission (the
"SEC") on Forms 10-K and 10-Q, respectively, did not, as of their respective
dates, contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading, except for statements that have subsequently been
corrected by a subsequent amendment or filing with the SEC.
4. Survival; Indemnification. The representations, warranties and
agreements made in this Agreement shall survive the execution of this Agreement.
Each party, acknowledging that the other is entitled to rely on its
representations, warranties and agreements in this Agreement in order to
preserve the benefit of the bargain otherwise represented by this Agreement,
agrees that neither the survival of such representations, warranties and
agreements, nor their enforceability nor any remedies for breaches of them shall
be affected by any knowledge of a party regardless of when or how such party
acquired such knowledge.
5. Miscellaneous.
(a) Good Faith Efforts; Further Assurances;
Cooperation. The parties shall in good faith undertake to perform their
obligations in this Agreement, to satisfy all conditions and to cause the
transactions contemplated in this Agreement to be carried out promptly in
accordance with the terms of this Agreement. Upon the execution of this
Agreement and thereafter, each party shall do such things as may be reasonably
requested by the other in order more effectively to consummate or document the
transactions contemplated by this Agreement. The parties shall cooperate with
each other and their respective counsel, accountants or representatives in
connection with any actions required to be taken as part of their respective
rights and obligations under this Agreement.
(b) Notices. Each notice, communication and
delivery under this Agreement (i) shall be made in writing signed by the party
making the same, (ii) shall specify the section of this Agreement pursuant to
which it is given, (iii) shall be given either in person or by a nationally
recognized next business day delivery service or by facsimile, and (iv) if not
given in person, shall be given to a party at the address set forth below such
party's signature (or at such other address as a party may furnish to the other
party to this Agreement pursuant to this Section 5(b)). If notice is given
pursuant to this Section 5(b) of a permitted successor or assign of a party,
then notice shall also thereafter be given as set forth above to such successor
or assign of such party.
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(c) Assignment. No assignment or transfer of
either parties respective rights and obligations under this Agreement shall be
made by merger or other operation of law, and any such attempted assignment
shall be null and void. This Agreement is binding upon the parties and their
successors and assigns and inures to the benefit of the parties and their
permitted successors and assigns and, when appropriate to effect the binding
nature of this Agreement for the benefit of the other parties, of any other
successor or assign.
(d) Severability. Any determination by any court
of competent jurisdiction of the invalidity of any provision of this Agreement
that is not essential for accomplishing its purposes shall not affect the
validity of any other provision of this Agreement, which shall remain in full
force and effect and which shall be construed as to be valid under applicable
law.
(e) Controlling Law; Integration; Amendment;
Waiver. This Agreement is governed by, and shall be construed and enforced in
accordance with, the laws of the State of Georgia (except the laws of that state
that would render such choice of laws ineffective). This Agreement supersedes
all prior negotiations, agreements and understandings between the parties as to
its subject matter, constitutes the entire agreement between the parties as to
its subject matter and may not be altered or amended except in writing signed by
the parties. The failure of any party at any time or times to require
performance of any provision of this Agreement shall in no manner affect the
right to enforce the same; and no waiver by any party of any provision or of a
breach of any provision of this Agreement, whether by conduct or otherwise, in
any one of more instances shall be deemed or construed either as a further or
continuing waiver of any such provision or breach or as a waiver of any other
provision or of a breach of any other provision of this Agreement.
(f)
(g) Confidentiality. Each of the parties hereto shall
keep confidential and shall not disclose to any other person any discussions,
agreements and information with respect to or concerning the transactions
described herein, except for disclosures made to its or his employees, agents
and advisors on a need-to-know basis. Further, the foregoing restrictions shall
not apply to information that has entered the public domain other than by an
unauthorized disclosure by either party or any of their affiliates, or any
information required to be disclosed by a governmental authority or judicial
process.
(h) Counterparts. This Agreement may be executed
in two or more copies, each of which shall be deemed an original, and it shall
not be necessary in making proof of this Agreement or its terms to produce or
account for more than one of such copies.
(i) [Signatures commence on the following page]
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DULY EXECUTED and delivered by Purchaser and Seller on June 20, 2002.
PURCHASER: /s/ Donny R. Jackson
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Donny R. Jackson
Address:
3531 Mansions Parkway
Duluth, GA 30096
Phone: 770-446-7912
SELLER: INDEPENDENT BANKERS FINANCIAL
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CORPORATION
By: /s/ James R. McLemore
------------------------------------
James R. McLemore
Executive Vice President and Chief
Financial Officer
Address:
350 Phelps Court
Irving, Texas 75038
Phone: (972) 650-6530
Fax Number: (972) 650-6530
* * * * *
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