SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: December 5, 2001
(Date of earliest event reported)
DCAP GROUP, INC.
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(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
incorporation) Identification Number)
1158 Broadway, Hewlett, New York 11557
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (516) 374-7600
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Item 5. Other Events
On December 5, 2001 and December 12, 2001, DCAP Group, Inc. (the
"Company") issued press releases (the "Press Releases") announcing that, at the
annual meeting of stockholders of the Company, the stockholders of the Company
reelected the directors of the Company and approved certain proposals, as more
particularly described in the Press Releases, which are attached hereto as
Exhibits 99.1 and 99.2.
Item 7. Financial Statements, Pro Forma Financial Statements and
Exhibits.
(c) Exhibits.
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99.1 Press Release, dated December 5, 2001
99.2 Press Release, dated December 12, 2001
2
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: December 12, 2001
By: /s/ Barry Goldstein
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Barry Goldstein
President
Exhibit 99.1
FOR IMMEDIATE RELEASE
Contact: Barry Goldstein
Chief Executive Officer
DCAP Group, Inc.
(516) 374-7600
DCAP GROUP, INC. ANNOUNCES APPROVAL OF PROPOSALS AT
ANNUAL MEETING OF STOCKHOLDERS
December 5, 2001, Hewlett, New York -- At the annual meeting of
stockholders of DCAP Group, Inc. (OTC BB: DCAP. OB), the stockholders of the
Company reelected the directors of the Company and approved the following
proposals:
1. the sale by the Company and its subsidiaries of assets,
which may constitute, under Delaware law, substantially
all of the Company's assets;
2. an increase in the number of common shares authorized to
be issued pursuant to the Company's 1998 Stock Option
Plan from 2,000,000 to 3,000,000;
3. an increase in the number of authorized common shares of
the Company from 25,000,000 to 40,000,000; and
4. an amendment to the Certificate of Incorporation of the
Company to broaden its corporate purposes to include any
lawful act or activity for which corporations may be
organized under Delaware law.
About DCAP:
DCAP is the largest chain of independent retail insurance stores in the
Northeast. The Company is building the DCAP franchise into a community-based,
one-stop financial services center offering retail customers the most
competitive rates on a complete portfolio of insurance and personal financial
products, including income tax preparation and premium financing. DCAP currently
provides car, motorcycle, homeowner, business and life insurance products from
many major carriers, to over 200,000 customers in the five boroughs of New York
City, Long Island, Westchester, Rockland, and Dutchess Counties, New York, and
New Jersey.
Exhibit 99.2
FOR IMMEDIATE RELEASE
Contact: Barry Goldstein
Chief Executive Officer
DCAP Group, Inc.
(516) 374-7600
DCAP GROUP, INC. ANNOUNCES APPROVAL OF PROPOSAL AT
ANNUAL MEETING OF STOCKHOLDERS
December 12, 2001, Hewlett, New York -- DCAP Group, Inc. (OTC BB: DCAP. OB)
announced that, at its annual meeting of stockholders, the stockholders of the
Company also approved a proposal to amend the Certificate of Incorporation of
the Company to provide for the authority to issue up to 1,000,000 preferred
shares.
About DCAP:
DCAP is the largest chain of independent retail insurance stores in the
Northeast. The Company is building the DCAP franchise into a community-based,
one-stop financial services center offering retail customers the most
competitive rates on a complete portfolio of insurance and personal financial
products, including income tax preparation and premium financing. DCAP currently
provides car, motorcycle, homeowner, business and life insurance products from
many major carriers, to over 200,000 customers in the five boroughs of New York
City, Long Island, Westchester, Rockland, and Dutchess Counties, New York, and
New Jersey.