DCAP Group, Inc. Form 8-K for an event dated May 15, 2006
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, 2006
(Date
of
earliest event reported)
DCAP
GROUP, INC.
(Exact
Name of Registrant as Specified in Charter)
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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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. Entry
into a Material Definitive Agreement.
On
May
12, 2006, DCAP Group, Inc. (“DCAP”) filed a Registration Statement on Form S-3
with the Securities and Exchange Commission covering the resale of shares for
the benefit of certain selling securityholders. Included in the Form S-3 are
361,600 common shares (including 312,000 common shares that are issuable upon
the conversion of preferred shares) to be registered for the benefit of AIA
Acquisition Corp. (“AIA”), a principal shareholder of DCAP. Members of the
family of Barry Goldstein, President and Chief Executive Officer of DCAP, are
principal stockholders of AIA. AIA’s shares have been included in the filing
pursuant to DCAP’s agreement to extend certain piggyback registration rights
initially granted to AIA at the time of its acquisition of the DCAP preferred
shares.
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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Dated:
May 14, 2006
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By:
/s/
Barry B. Goldstein
Barry
B. Goldstein
President
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