<PAGE> 1
===============================================================================
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: AUGUST 19, 1999
---------------------------------
(DATE OF EARLIEST EVENT REPORTED)
INSURANCE MANAGEMENT SOLUTIONS GROUP, INC.
------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Florida 000-25273 59-3422536
- ---------------------------- ---------------- ----------------------
(STATE OR OTHER JURISDICTION (COMMISSION FILE (I.R.S. EMPLOYER
OF INCORPORATION) NUMBER) IDENTIFICATION NUMBER)
360 Central Avenue
St. Petersburg, Florida 33701
- --------------------------------------- ----------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(727) 803-2040
----------------------------------------------------
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
===============================================================================
<PAGE> 2
ITEM 5. OTHER EVENTS.
On August 19, 1999, David M. Howard was appointed as
President of Insurance Management Solutions Group, Inc. (the
"Company"). David K. Meehan, who held the position of President prior
to Mr. Howard's appointment, remains Chairman of the Board and Chief
Executive Officer of the Company. Mr. Howard will report directly to
Mr. Meehan.
Mr. Howard, age 37, joins the Company from Bankers Insurance
Group, Inc. ("BIG"), the Company's majority shareholder and principal
customer, where he spent the past eleven (11) years. From October 31,
1998 until assuming his duties with the Company, Mr. Howard served as
Senior Vice President of each of BIG's insurance subsidiaries, namely
Bankers Insurance Company, Bankers Life Insurance Company, Bankers
Security Insurance Company and First Community Insurance Company. From
October 1996 until assuming his duties with the Company, he also
served as Senior Vice President of BIG and President of Bankers
Insurance Services, Inc., a subsidiary of BIG. Mr. Howard served as
President of Bankers Hazard Determination Services, Inc., the flood
zone determination services subsidiary of the Company that was merged
into its Geotrac of America, Inc. ("Geotrac") subsidiary, from October
1995 to July 1998, and as Executive Vice President of Bankers
Insurance Services, Inc. from December 1991 to October 1996. He also
has served as a director of Geotrac since July 1998.
Prior to joining BIG, Mr. Howard spent several years as an
officer in the United States military. He is active in industry
organizations and is a member of the Council of Company Executive
Officers ("CCEO"). Mr. Howard is a graduate of Central Michigan
University.
Effective August 19, 1999, Kelly K. King, Senior Vice
President, Chief Financial Officer, Treasurer and Secretary of the
Company, resigned his positions to pursue personal interests.
Christopher P. Breakiron, Vice President and Controller of the
Company, will serve as acting Chief Financial Officer, Treasurer and
Secretary until a permanent replacement for Mr. King is appointed.
A copy of the Company's press release, dated August 19, 1999,
announcing the foregoing management changes is filed as Exhibit 20 to
this Current Report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired.
Not applicable
2
<PAGE> 3
(b) Pro forma financial information.
Not applicable
(c) Exhibits.
99 Press Release, dated August 19, 1999
3
<PAGE> 4
SIGNATURE
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 thereunto duly authorized.
INSURANCE MANAGEMENT SOLUTIONS GROUP, INC.
By: /s/ David K. Meehan
--------------------------------------
David K. Meehan
Chairman of the Board and
Chief Executive Officer
Date: August 24, 1999
4
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
99 Press Release, dated August 19, 1999
</TABLE>
E-1
<PAGE> 1
EXHIBIT 99
FOR IMMEDIATE RELEASE
Contacts:
David K. Meehan John D. Lovallo
Chairman and Chief Executive Officer Senior Vice President
Jeffrey S. Bragg John D. Menditto
Executive Vice President and Chief Operating Officer Senior Account Executive
Insurance Management Solutions Group Makovsky & Company
(877) 711-4674 (212) 508-9600
INSURANCE MANAGEMENT SOLUTIONS GROUP
ANNOUNCES MANAGEMENT CHANGES
ST. PETERSBURG, Florida, August 19, 1999 -- Insurance Management
Solutions Group, Inc. (Nasdaq: INMG), a business process outsourcing provider
serving insurance companies and financial institutions throughout the U.S.,
today announced it has appointed David M. Howard, President. David K. Meehan,
who formerly held the title of President, remains Chairman and Chief Executive
Officer. In addition, the Company announced that Kelly K. King, Chief Financial
Officer, has decided to leave IMSG to pursue personal interests.
Mr. Howard, 37, joins IMSG from Bankers Insurance Group, Inc. (BIG),
where he spent the past 11 years in positions of increasing importance,
including president and chief executive officer of their highly-technical
Bankers Hazard Determination Services, which was national in scope. Under his
leadership, the company's financial customer base, revenues and operating
income were enhanced substantially over a six-year period. Most recently, David
has served as senior vice president and chief marketing officer of Bankers
Insurance Group.
Prior to that, he spent several years as an officer in the United
States military. David is active in industry organizations and is a member of
the Council of Company Executives Officers (CCEO). Mr. Howard will report
directly to David K. Meehan. Mr. Howard is a graduate of Central Michigan
University.
- more -
<PAGE> 2
Page 2
David K. Meehan stated, "We are extremely pleased to add a talent like
David to our management team. His experience at Bankers Insurance Group will be
a vital asset to the growth of IMSG, as he was a key element in Bankers
significant expansion throughout the U.S." Mr. Meehan continued, "Utilizing his
technical and operational expertise, David's responsibilities at IMSG will
include enhancing operational efficiencies within the company, expediting our
sales process and building long-term strategic relationships that will drive
earnings improvement."
Christopher Breakiron, Vice President and Controller will aid in the
chief financial officer duties until a permanent successor for Kelly King is
appointed. Mr. Meehan commented, "Although we are sad to see Kelly leave, we
wish him well in his future endeavors. Kelly has played an important role in
the development of IMSG, particularly during our initial public offering."
Insurance Management Solutions Group, Inc., (www.outsourceimsg.com),
including its subsidiaries, offers comprehensive outsourcing solutions
including policy and claim administration services as well as financial and
statistical reporting, flood and hazard determinations, training, and marketing
support.
Certain statements contained in this press release, including statements
regarding the anticipated development and expansion of the Company's business,
the intent, belief or current expectations of the Company, its directors or its
officers, primarily with respect to the future operating performance of the
Company, and other statements contained herein regarding matters that are not
historical facts, are "forward-looking" statements (as such term is defined in
the Private Securities Litigation Reform Act of 1995). Because such statements
are subject to risks and uncertainties, actual results may differ materially
from those expressed or implied by such foward-looking statements. Factors
that could cause actual results to differ materially from those expressed or
implied by such forward-looking statements include, but are not limited to
uncertainties regarding the market, acceptance of the Company's new services,
difficulties inherent in locating suitable acquisition candidates and
consummating acquisitions, difficulties in obtaining new customers and
retaining existing customers, difficulties in achieving expected expense
reductions as a result of management initiatives, difficulties in determining
the potential success of new sales and marketing personnel, and those risks and
uncertainties discussed in filings made by the Company with the Securities and
Exchange Commission, including those risks and uncertainties contained under
the heading "Risk Factors" in the Company's Registration Statement on Form S-1
as filed with the Securities and Exchange Commission.
# # #
