form8k.htm
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: April 16, 2008
(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
April 16, 2008, the Company issued 780 shares of Series C preferred stock to AIA
Acquisition Corp. (“AIA”) in exchange for an equal number of shares of the
Company’s outstanding Series B preferred stock. The terms of the Series C
preferred stock are substantially identical to those of the Series B preferred
stock, except that they are mandatorily redeemable on April 30, 2009 (as
compared to April 30, 2008 for the Series B preferred stock) and the Series C
preferred stock provides for dividends at the rate of 10% per annum (as compared
to 5% per annum for the Series B preferred stock). The current
aggregate redemption amount for the Series C preferred stock is $780,000, plus
accumulated and unpaid dividends. The Series C 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.
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.
|
April
16, 2008
|
By: /s/ Barry B.
Goldstein
Barry
B. Goldstein
President
|