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: January 31, 2006
(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
of
Incorporation) |
|
(Commission
File No.) |
|
(IRS
Employer Identification
Number) |
|
1158
Broadway, Hewlett, NY |
11557 |
|
(Address
of Principal Executive Offices) |
(Zip
Code) |
Registrant's
telephone number, including area code: (516)
374-7600
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
|
____ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
|
____ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
|
____ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
|
____ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item
1.01. Entry
into a Material Definitive Agreement.
On
January 31, 2006, DCAP Group, Inc. (“DCAP”) entered into a Surplus Note Purchase
Agreement with Eagle Insurance Company (“Eagle”) pursuant to which DCAP
purchased from Eagle two surplus notes issued by Commercial Mutual Insurance
Company (“CMIC”) in the aggregate principal amount of $3,750,000 (the “Surplus
Notes”). The aggregate purchase price for the Surplus Notes was $3,075,141, of
which $1,303,434 was paid to Eagle by delivery of a six month promissory note.
CMIC is a New York property and casualty insurer. Eagle is a New Jersey property
and casualty insurer under the administrative supervision of the New Jersey
Department of Banking and Insurance and owns approximately 11% of DCAP’s
outstanding common stock.
Barry
Goldstein, President and Chairman of DCAP, was recently elected a director of
CMIC. Robert Wallach, a director of DCAP, is Vice President of Eagle and Chief
Executive Officer and Chairman of Eagle’s parent, The Robert Plan Corporation.
Additionally, until the purchase by DCAP of the Surplus Notes, Mr. Wallach and a
number of other Eagle employees were directors of CMIC. Further, concurrently
with the purchase, and following the resignations of Mr. Wallach and four other
directors of CMIC, Jack Seibald, a DCAP director, and four other persons
(including one DCAP employee) were elected by the remaining CMIC directors to
the eleven person Board of Directors of CMIC. In addition, the new CMIC Board
elected Mr. Goldstein as its Chairman.
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. |
|
|
|
| Date: February 2,
2006 |
By: |
/s/ Barry B. Goldstein |
| |
Barry B. Goldstein |
| |
President |