- Current report filing (8-K)
May 12 2009 - 4:19PM
Edgar (US Regulatory)
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:
May
12, 2009
(Date of
earliest event reported)
DCAP GROUP,
INC.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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0-1665
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36-2476480
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File No.)
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(IRS
Employer Identification
Number)
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1158
Broadway, Hewlett, NY
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11557
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(Address
of Principal Executive Offices)
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(Zip
Code)
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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:
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____
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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____
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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____
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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____
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01.
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Entry
into a Material Definitive
Agreement.
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Effective
May 12, 2009, DCAP Group, Inc. (the “Company”) issued 780 shares of Series E
preferred stock to AIA Acquisition Corp. (“AIA”) in exchange for an equal number
of shares of the Company’s outstanding Series D preferred stock. The terms of
the Series E preferred stock vary from those of the Series D preferred stock as
follows: (i) the Series E preferred stock is mandatorily redeemable on July 31,
2011 (as compared to July 31, 2009 for the Series D preferred stock), (ii) the
Series E preferred stock provides for dividends at the rate of 11.5% per annum
(as compared to 10% per annum for the Series D preferred stock), (iii) the
Series E preferred stock is convertible into the Company’s common stock at a
price of $2.00 per share (as compared to $2.50 per share for the Series D
preferred stock), (iv) the Company’s obligation to redeem the Series E preferred
stock is not accelerated based upon a sale of substantially all of the assets of
the Company or certain of its subsidiaries (as compared to the Series D
preferred stock which provided for such acceleration) and (v) the Company’s
obligation to redeem the Series E preferred stock is not secured by the pledge
of the outstanding stock of its subsidiary, AIA-DCAP Corp. (as compared to the
Series D preferred stock which provided for such pledge). Members of
the family of Barry B. Goldstein, the Company’s Chief Executive Officer and a
principal stockholder and director of the Company, are principal stockholders of
AIA.
Effective
May 12, 2009, the Company also issued approximately 519 shares of Series E
preferred stock in exchange for promissory notes issued by the Company (the
“Notes”) in the outstanding principal amount of approximately
$519,000. Concurrently, the Company paid to other holders of Notes an
aggregate of approximately $687,000 in principal, together with accrued interest
and additional amounts as provided for in the Notes. The Notes
provide for interest at the rate of 12.625% per annum and are payable on July
10, 2009, subject to earlier partial payment based upon the Company’s sale of
assets, borrowings and/or debt or equity financings. As part of the
transaction, a retirement trust established for the benefit of Jack Seibald, a
director and principal stockholder of the Company, exchanged its Note in the
approximate principal amount of $288,000 for shares of Series E preferred
stock. In addition, a limited liability company of which Mr.
Goldstein is a minority member exchanged its Note in the approximate principal
amount of $115,000 for shares of Series E preferred stock.
The
current aggregate redemption amount for the Series E preferred stock is
approximately $1,300,000, plus accumulated and unpaid dividends. The
current outstanding principal amount of the Notes is approximately
$294,000.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d)
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Exhibits:
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4.1
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Certificate
of Designations of Series E Preferred
Stock
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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.
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DCAP
GROUP, INC.
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By:
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/s/
Barry B. Goldstein
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Barry
B. Goldstein
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President
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