DCAP Group, Inc. Form 8-K for an event dated February 2, 2007
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: February 2, 2007
(Date
of
earliest event reported)
DCAP
GROUP, INC.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
|
|
0-1665
|
|
36-2476480
|
|
(State
or Other Jurisdiction
of
Incorporation)
|
|
(Commission
File No.)
|
|
(IRS
Employer 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
1.01.
|
Entry
into a Material Definitive
Agreement.
|
Effective
March 23, 2007, the holders of approximately $1,385,000 aggregate principal
amount of subordinated debt of DCAP Group, Inc. (the “Company”) agreed to extend
the maturity date of the debt from September 30, 2007 to September 30, 2008.
In
consideration for the extension of the due date for the subordinated debt,
the
Company extended the expiration date of warrants held by the debtholders for
the
purchase of 90,000 shares of common stock from September 30, 2007 to September
30, 2008. Jack Seibald, a director and principal stockholder of the Company,
indirectly holds approximately $288,000 of the principal amount of the
subordinated debt and indirectly owns or controls 48,750 of the
warrants.
Effective
March 23, 2007, the Company issued 780 shares of Series B preferred stock to
AIA
Acquisition Corp. (“AIA”) in exchange for an equal number of shares of the
Company’s outstanding Series A preferred stock. The terms of the Series B
preferred stock are substantially identical to those of the Series A preferred
stock, except that they are mandatorily redeemable on April 30, 2008 (as opposed
to April 30, 2007 for the Series A preferred stock). The current aggregate
redemption amount for the Series B preferred stock is $780,000, plus accumulated
and unpaid dividends. AIA, as the holder of the Series B preferred stock, is
entitled to dividends at the rate of 5% per annum. The Series B preferred stock
is convertible into our common stock at a price of $2.50 per share. Members
of
the family of Barry B. Goldstein, the Company’s Chief Executive Officer, are
principal stockholders of AIA.
|
Item
5.02.
|
Departure
of Directors or Principal Officers; Election of Directors; Appointment
of
Principal Officers.
|
On
February 2, 2007, Robert
Wallach resigned as a director of the Company.
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.
|
|
March
27, 2007
|
By:
/s/ Barry B. Goldstein
Barry
B. Goldstein
President
|