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
Date of Report: May 28, 2003
(Date of earliest event reported)
DCAP GROUP, INC.
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(Exact name of Registrant as specified in charter)
Delaware 0-1665 36-2476480
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(State or other jurisdiction (Commission File No.) (IRS Employer
incorporation) Identification Number)
1158 Broadway, Hewlett, New York 11557
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (516) 374-7600
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Item 2. Acquisition or Disposition of Assets.
On May 28, 2003, DCAP Group, Inc. ("DCAP"), through an indirect
wholly-owned subsidiary, acquired substantially all of the assets of AIA
Acquisition Corp. ("AIA"), an insurance brokerage firm with six offices located
in eastern Pennsylvania. The salient terms of the acquisition are as follows:
- A base purchase price of $737,647 (which represents 69% of AIA's
includeable commission income for the 12 months ended March 31, 2002
or the year ended December 31, 2002, whichever was less), plus an
amount equal to AIA's collected accounts receivable and prepaid
expenses. The purchase price is payable in DCAP Series A Preferred
Stock. The Series A Preferred Stock carries a 5% dividend, is
convertible into DCAP Common Stock at a conversion price of $.50 per
share and is redeemable on April 30, 2007 (or sooner under certain
circumstances).
- Additional cash consideration based upon the EBITDA of the combined
operations of AIA and DCAP's wholly-owned subsidiary, Barry Scott
Companies Inc., during the five year period ending April 30, 2008. The
additional consideration cannot exceed an aggregate of $335,000.
Barry B. Goldstein, Chief Executive Officer of DCAP, is President of AIA
and members of his family are principal stockholders of AIA. The terms of the
acquisition were the result of arm's length negotiations between DCAP and AIA
and were based upon the sales price of stores to persons who are not affiliated
with DCAP and current market conditions.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired.
The financial statements required by this item are not included in
this initial report on Form 8-K but will be filed by amendment not later
than 60 days after the date that this initial report on Form 8-K is
required to be filed.
(b) Pro Forma Financial Information.
The pro forma financial information required by this item is not
included in this initial report on Form 8-K but will be filed by amendment
not later than 60 days after the date that this initial report on Form 8-K
is required to be filed.
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(c) Exhibits.
Exhibit No. Description
2.1 Asset Purchase Agreement dated May 28, 2003
by and among AIA-DCAP Corp., DCAP Group, Inc.
and AIA Acquisition Corp.
4.1 Certificate of Designations of Series A
Preferred Stock.
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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: May 30, 2003 By: /s/ Morton L. Certilman
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Morton L. Certilman
Secretary