UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: September 24, 2004
(Date of earliest event reported)
DCAP GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-1665 36-2476480
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(State or Other Jurisdiction (Commission File No.) (IRS Employer
of Incorporation) Identification Number)
1158 Broadway, Hewlett, NY 11557
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (516) 374-7600
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
Written communications pursuant to Rule 425 under the Securities
------ Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange
------ Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under
------ the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under
------ the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On September 24, 2004, Jack Willis was elected Executive Vice President and
Chief Operating Officer of DCAP Group, Inc. (the "Company"). The appointment is
effective as of October 18, 2004.
Mr. Willis comes to the Company from The Hartford Insurance Company, where
he was Vice President-Personal Lines Product Management for the Northeast
Region. In this capacity, he was responsible for the growth and profitability of
the auto, homeowners and umbrella products sold through agency and direct
distribution channels in ten states. Prior to joining The Hartford, Mr. Willis
served in various management capacities for Progressive Insurance Company, the
third largest auto insurance company in the United States. His roles at
Progressive included agency auto product manager, agency distribution manager
and claims manager. Mr. Willis graduated summa cum laude from Syracuse
University with a bachelor's degree in Finance and earned his M.B.A. from
Harvard University's Graduate School of Business Administration.
The Company and Mr. Willis have entered into a three-year employment
agreement that commences as of October 18, 2004. The employment agreement
provides for an annual salary of $200,000 and the grant of a stock option for
the purchase of 70,000 common shares.
On September 24, 2004, the Company also elected Jack Seibald as a director.
Mr. Seibald was also appointed to the Audit Committee, Nominating Committee,
Compensation Committee and Insurance Committee of the Board.
Mr. Seibald has been a Managing Member of Whiteford Advisors LLC, an
investment management firm, since its founding in 1997. With a background in
equity research and investment management, Mr. Seibald's experience in the
investment business dates to 1983. He began his career at Oppenheimer & Co. and
has also been affiliated with Salomon Brothers, Morgan Stanley & Co. and
Blackford Securities. At one time Mr. Seibald also operated The Seibald Report,
Inc., an independent investment research company. Mr. Seibald is currently a
registered representative with Sanders Morris Harris, a broker-dealer. He holds
an M.B.A. from Hofstra University and a B.A. from George Washington University.
On July 10, 2003, in order to fund its premium finance operations, the
Company obtained $3,500,000 from a private placement of subordinated debt. The
subordinated debt is repayable on January 10, 2006 and provides for interest at
the rate of 12.625% per annum, payable semi-annually. The Company has the right
to prepay the subordinated debt commencing July 10, 2004. In consideration of
the debt financing, the Company issued to the lenders warrants for the purchase
of an aggregate of 105,000 of its common shares at an exercise price of $6.25
per share. The warrants expire on January 10, 2006. One of the private placement
lenders was a retirement trust established for the benefit of Mr. Seibald which
loaned the Company $625,000 and was issued a warrant for the purchase of 18,750
common shares. Each of the foregoing numbers of shares and per share information
give retroactive effect to the Company's one-for-five reverse split of its
common shares which was effected as of August 26, 2004.
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 hereunto duly authorized.
DCAP GROUP, INC.
Dated: September 30, 2004 By:/s/ Barry B. Goldstein
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Barry B. Goldstein
President