SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: June 3, 1999
(Date of earliest event reported)
DCAP Group, Inc.
(Exact name of Registrant as specified in charter)
Delaware 0-1665 36-2476480
(State or other (Commission File No.) (IRS Employer Identification
jurisdiction incorporation) Number)
90 Merrick Avenue, East Meadow, New York 11554
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (516) 794-6300
1
<PAGE>
Item 5. Other Events.
On June 3, 1999, DCAP Group, Inc. issued a press release (the "Press
Release") announcing that it has received gross proceeds of $1,675,000 pursuant
to a private placement of equity securities. The terms of the placement are more
particularly described in the Press Release, which is attached hereto as Exhibit
99.1.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press Release, dated June 3, 1999.
2
<PAGE>
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.
Dated: June 3, 1999 By: /s/ Kevin Lang
-------------------------------
Kevin Lang
President
<PAGE>
HARRISON LEIFER
MILLER & SPEYER 100 Merrick Road / Rockville Centre, NY 11570 Tel: 516 536 2020
Fax: 516 536 2641
FOR IMMEDIATE RELEASE
DCAP GROUP, INC. RAISES $1,675,000 IN PRIVATE PLACEMENT
East Meadow, New York, June 3, 1999 - DCAP GROUP, INC. (Bulletin Board:
DCAP) announced today that it has received gross proceeds of $1,675,000 pursuant
to a private placement of equity securities to accredited investors.
Pursuant to the placement, the Company sold 33.5 units at a price of
$50,000 per unit. Each unit consists of 45,453 shares of Common Stock, 15,151
Class A Common Stock Purchase Warrants, 15,151 Class B Common Stock Purchase
Warrants and 15,151 Class C Common Stock Purchase Warrants. The number of shares
of Common Stock, Class A Warrants, Class B Warrants and Class C Warrants
comprising each unit is subject to increase under certain circumstances. The
Class A, Class B and Class C Warrants will be exercisable at a price of $1.65,
$2.06 and $2.48 per share, respectively, during the period ending five years
from the closing of the offering and will be redeemable by the Company under
certain circumstances. The respective exercise prices of the Warrants are
subject to reduction under certain circumstances.
The proceeds of the offering are intended to be used for advertising, the
Company's premium finance operations, computer upgrades and working capital
purposes.
The securities offered in the private placement have not been registered
under the Securities Act of 1933 and may not be reoffered or resold in the
<PAGE>
United States absent registration under the Securities Act or an exemption from
the registration requirements thereof. Certain registration rights were granted
to the purchasers of the offered securities.
DCAP is the largest chain of independent retail insurance stores in the
Northeast, with 56 locations. The company is building the DCAP franchise into a
community-based, one-stop financial services center. DCAP presently provides a
full range of vehicle, homeowner, business and life insurance products from 26
different companies to nearly 100,000 retail insurance customers in New York
City, Long Island, Westchester County (New York) and New Jersey. DCAP also
offers an income tax preparation service.
Contact: Julie Gross Gelfand, HLM&S P.R., 1-888-571-2500 or (516) 536-2020.
<PAGE>
