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: December 21, 2005
(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
October 11, 2005, the Board of Directors (the “Board”) of DCAP Group, Inc. (the
“Company”) adopted, subject to stockholder approval, the DCAP Group, Inc. 2005
Equity Participation Plan (the “Plan”). On December 21, 2005, at the Company’s
2005 Annual Meeting of Stockholders, the Company’s stockholders ratified the
adoption of the Plan. The following summary of the Plan is qualified in its
entirety by the terms of the Plan, a copy of which is furnished as Exhibit 10.1
hereto.
The Plan
provides for the grant of options and restricted stock to participating
employees, non-employee directors of, and consultants and advisors to, the
Company and its subsidiaries. The Plan is administered by the Board or by a
committee consisting of at least two persons chosen by the Board (the
“Committee”). The Board or the Committee has authority to determine the persons
to whom options and/or restricted stock will be granted. The Board or Committee
also has authority to determine the times at which options and/or restricted
stock is granted and, subject to the provisions of the Plan, the exercise price
for options granted. A total of 300,000 shares may be issued under the Plan
pursuant to the exercise of options and/or the grant of restricted stock. The
Plan will terminate upon the earlier of (i) October 10, 2015 or (ii) the date on
which the Board otherwise terminates the Plan in accordance with the terms
thereof.
|
Item
9.01. |
Financial
Statements and Exhibits. |
| |
(d) |
Exhibits |
|
| |
|
|
|
| |
|
10.1 |
DCAP
Group, Inc. 2005 Equity Participation Plan |
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: December 21,
2005 |
By: |
/s/ Barry B.
Goldstein |
| |
Barry
B. Goldstein |
| |
President |