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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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DATE OF REPORT: SEPTEMBER 28, 2000
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(DATE OF EARLIEST EVENT REPORTED)
INSURANCE MANAGEMENT SOLUTIONS GROUP, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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Florida 000-25273 59-3422536
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(STATE OR OTHER (COMMISSION FILE (I.R.S. EMPLOYER IDENTIFICATION
JURISDICTION OF NUMBER) NUMBER)
INCORPORATION)
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360 Central Avenue
St. Petersburg, Florida 33701
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(727) 803-2040
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(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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ITEM 5. OTHER EVENTS.
Insurance Management Solutions Group, Inc. (the "Company") is filing
this Current Report on Form 8-K to report that, on September 28, 2000, an
alleged shareholder of the Company, Murrel Neal, filed a lawsuit in the United
States District Court for the Middle District of Florida (Case No.
8:00-CV-2013-T-26F) on behalf of a putative class of all persons who purchased
shares of the Company's Common Stock pursuant and/or traceable to the
registration statement for the Company's February 1999 initial public offering
(the "IPO"). The suit names as defendants the following parties: the Company;
Geotrac of America, Inc., a wholly-owned subsidiary of the Company; Bankers
Insurance Group, Inc., the principal shareholder of the Company; Venture Capital
Corporation, a selling shareholder in the IPO; David K. Meehan, Jeffrey S.
Bragg, Daniel J. White, Robert M. Menke, Robert G. Menke, John A. Grant, Jr.,
William D. Hussey, E. Ray Solomon and Alejandro M. Sanchez, current and/or
former directors of the Company; and Raymond James & Associates, Inc. and Keefe,
Bruyette & Woods, Inc., individually and as representatives of the underwriters
for the IPO. The complaint alleges, among other things, that the defendants
violated Sections 11, 12(a)(2) and 15 of the Securities Act of 1933, as amended,
by making certain false and misleading statements in the roadshow presentations,
registration statement and prospectus relating to the IPO. More specifically,
the complaint alleges that, in connection with the IPO, the defendants made
various material misrepresentations and/or omissions relating to (i) the
Company's ability to integrate Geotrac's flood zone determination business with
the Company's insurance outsourcing services business and (ii) actual and
anticipated synergies between the two businesses. The complaint seeks
unspecified damages, including interest, and equitable relief, including a
rescission remedy.
Management of the Company believes the material allegations of the
complaint are without merit and intends to vigorously defend the lawsuit. No
assurances can be given, however, with respect to the outcome of the litigation.
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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 M. Howard
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David M. Howard
President and Chief Executive Officer
Date: October 17, 2000
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