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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC. 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: OCTOBER 14, 1999
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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)
FLORIDA 000-25273 59-3422536
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(STATE OR OTHER JURISDICTION OF (COMMISSION FILE (I.R.S. EMPLOYER
INCORPORATION) NUMBER) IDENTIFICATION NUMBER)
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 certain management
changes occurring since October 14, 1999.
On October 14, 1999, the Company's Board of Directors
increased the size of the Company's Board from nine (9) to ten (10)
members by adding a new Class II directorship. David M. Howard, the
President of the Company, was elected by the Board to fill the vacancy
created thereby, to hold office until the 2002 Annual Meeting of
Shareholders or until his successor is duly elected and qualified.
Mr. Howard, age 38, joined the Company as President in August
1999. Prior to such time, he spent eleven (11) years with Bankers
Insurance Group, Inc. ("BIG"), the Company's majority shareholder and
principal customer. 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.
Also on October 14, 1999, Christopher P. Breakiron, formerly
the acting Chief Financial Officer, Treasurer and Secretary of the
Company, assumed all three positions on a permanent basis. Mr.
Breakiron is also a Vice President of the Company and has served in
such capacity since April 1999. From July 1997 to August 1999, he
served as Controller of the Company. Prior to joining the Company, Mr.
Breakiron worked as a senior auditor with Arthur Andersen LLP.
On the same date, Kathleen M. Batson resigned as Senior Vice
President of the Company in order to become President of IMS Direct,
Inc., a wholly-owned subsidiary of the Company. IMS Direct, Inc. is a
direct response insurance telemarketing agency licensed in all 50
states that can solicit insurance business, provide quotes, complete
applications, bind coverage and service customers for various
insurance providers.
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Effective January 11, 2000, Jeffrey S. Bragg, Executive Vice
President, Chief Operating Officer and a director of the Company,
resigned his positions to pursue personal interests. Mr. Bragg will be
retained by the Company on a consulting basis until July, 2000. As a
result of Mr. Bragg's resignation, the Company's Board of Directors
presently consists of nine (9) members.
On January 18, 2000, Robert G. Gantley was appointed as Chief
Operating Officer and Vice President of the Company, filling the
vacancy created by Mr. Bragg's departure. Mr. Gantley, age 45, served
as Vice President - Claims of Insurance Management Solutions, Inc.,
the Company's principal operating subsidiary, since August 1997. From
August 1997 to June 1998, he also served as Vice President - Claims of
the Company. Mr. Gantley joined BIG in October, 1996 and served as
Vice President - Claims of Bankers Insurance Company, a wholly-owned
subsidiary of BIG, until February 1999. Prior to joining BIG, he was
Assistant Director of the Massachusetts State Lottery from 1993 to
1996 and spent over fifteen (15) years with Allstate Insurance Group,
most recently as a Territorial Claims Manager from 1989 to 1993. Mr.
Gantley is a 1977 graduate of Harvard College and has over eighteen
(18) years experience in the insurance industry.
Also on January 18, 2000, David M. Howard was appointed as
Chief Executive Officer of the Company, replacing David K. Meehan, who
remains the Chairman of the Board of the Company.
A copy of the Company's press release, dated January 31,
2000, announcing certain of the foregoing management changes, as well
as the Company's creation of an E-Solutions division focused on the
development of Internet solutions primarily directed toward the
property and casualty insurance industry, is filed as Exhibit 99 to
this current report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
NOT APPLICABLE
(b) PRO FORMA FINANCIAL INFORMATION.
NOT APPLICABLE
(c) EXHIBITS.
99 PRESS RELEASE, DATED JANUARY 31, 2000
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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 SERVICES GROUP, INC.
By: /s/ David M. Howard
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David M. Howard
President and Chief Executive Officer
Date: February 3, 2000
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99 Press Release, dated January 31, 2000
E-1
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Exhibit 99
Contacts:
David K. Meehan John D. Menditto
Chairman Senior Account Executive
David M. Howard Makovsky & Company
President and Chief Executive Officer (212) 508-9600
Insurance Management Solutions Group, Inc.
(877) 711-4674
INSURANCE MANAGEMENT SOLUTIONS GROUP ANNOUNCES
EXECUTIVE PROMOTIONS, E-SOLUTIONS INITIATIVE
ST. PETERSBURG, Florida, February 1, 2000 - Insurance Management
Solutions Group, Inc. (Nasdaq: INMG) announced today several executive
management promotions, as well as the creation of an E-Solutions division.
Effective January 18, 2000, David M. Howard, President of Insurance
Management Solutions Group, Inc. (the "Company"), also assumed the role of
Chief Executive Officer of the Company. David Meehan, who previously served as
the Company's Chief Executive Officer, will remain as Chairman of the Board and
will oversee the Company's marketing committee. Mr. Meehan will also continue
to be involved with sales initiatives specifically related to the reinsurance
community and trade associations. Mr. Meehan stated, "The transition to CEO by
David Howard reflects our continued confidence in his ability to lead the
company with a primary focus toward developing e-commerce solutions for the
property and casualty ("P&C") insurance industry, as well as generating new
sales opportunities."
In addition, Robert G. Gantley, who previously served as Vice
President of Claims for the Company's outsourcing operations, was appointed
Chief Operating Officer of the Company. Mr. Gantley succeeds Jeff Bragg, who
resigned as a director and Chief Operating Officer of the Company to pursue
personal interests. Mr. Bragg will continue to assist the Company on a
consulting basis through July of this year. Mr. Meehan commented, "Mr. Gantley
brings strong organizational skills to our management team and will be
responsible for the operational business units of the Company, which includes
claims."
Additionally, Christopher P. Breakiron, formerly the acting Chief
Financial Officer, Treasurer and Secretary of the Company, assumed all three
positions on a permanent basis. Mr. Meehan commented, "Our core management
team, which has changed significantly since our initial public offering, has
recently solidified. These changes are important to the direction the Company
is currently pursuing."
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Also announced is the creation of a new division, E-Solutions. The
E-Solutions division will concentrate on the development of Internet solutions
primarily directed towards the P&C insurance industry. Mr. Howard commented,
"Our E-Solutions group will develop an open architecture solution that will
enable P&C insurers to process business over the Internet while maintaining
their legacy systems. In addition, the Company's goal is to accept new business
through a World Wide Web "front-end" being developed for each of the Company's
business units (Flood, Personal Lines and Commercial Lines) by the E-Solutions
division. These front-end solutions are expected to be implemented for each
business unit over the next six months, as each one is completed. Although the
cost benefits of the Company's e-business strategy are not fully determinable
at this point, our goal is to positively impact our bottom line by gaining
efficiencies through paperless insurance submission."
Insurance Management Solutions Group, Inc., (www.outsourceimsg.com),
including its subsidiaries, is a provider of business process outsourcing
solutions serving insurance companies and financial institutions nationwide.
The Company offers a complete menu of policy and claims administration services
as well as financial and statistical reporting, flood 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 operations and 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 forward-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 Company's ability to develop e-commerce
solutions on a timely and cost-effective basis, market acceptance of the
Company's new services, changes in existing service agreements, 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, changes in the demand for the insurance products offered by the
Company's affiliated clients, 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.
