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: April 13, 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 jurisdiction (Commission File No.) (IRS Employer
incorporation) Identification 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
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Item 5. Other Events.
On April 13, 1999, DCAP Group, Inc. issued a press release
(the "Press Release") announcing that it has commenced a private placement of
between $1,000,000 and $2,000,000 in 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 April 13, 1999.
2
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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: April 13, 1999 By: /s/ Morton L. Certilman
-----------------------------
Morton L. Certilman
Chairman of the Board
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HARRISON LEIFER
MILLER & SPEYER 100 Merrick Road / Rockville Centre, NY 11570
o Tel: 516 536 2020 o Fax: 516 536 2641
FOR IMMEDIATE RELEASE
DCAP GROUP, INC. COMMENCES PRIVATE PLACEMENT
East Meadow, New York, April 13, 1999 - DCAP GROUP, INC. (Bulletin Board:
DCAP) announced today that it has commenced a private placement of between
$1,000,000 and $2,000,000 in equity securities to accredited investors.
Pursuant to the placement, the Company is offering a minimum of 20 and
maximum of 40 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 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 initial 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 maximum offering are intended to be used for
advertising, the Company's premium finance operations, computer upgrades and
working capital purposes. No assurances can be given that the offering will be
completed.
The securities offered in the private placement will not be registered
under the Securities Act of 1933 and may not be offered or sold in the United
States absent registration under the Securities
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Act or an exemption from the registration requirements thereof. The offering
materials provide for the grant of certain registration rights 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.
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