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: November 19, 2004
(Date of earliest event reported)
DCAP GROUP, INC.
(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
of Incorporation) Identification Number)
1158 Broadway, Hewlett, NY 11557
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(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 November 19, 2004, Payments Inc. ("Payments"), a wholly-owned subsidiary
of DCAP Group, Inc. ("DCAP"), received a commitment letter (the "Commitment
Letter") from Manufacturers and Traders Trust Company ("M&T") for a new line of
credit to finance its premium finance receivables. The new facility is to
replace M&T's existing line of credit which is scheduled to mature in July 2005.
Pursuant to the Commitment Letter, the size of the credit facility will increase
from $18 million to $25 million. Subject to certain conditions, M&T has proposed
to arrange an additional $10 million credit facility on a "best efforts" basis.
The new line is to mature on June 30, 2007. The Commitment Letter also provides
that Payments will have the choice of a LIBOR-based rate or a rate based on
M&T's prime rate. This would result in an initial reduction in the interest rate
payable by Payments, relative to its existing line of credit, of at least 1.5%
per annum. In addition, the Commitment Letter contemplates the early redemption
of up to $2 million of DCAP's 12.625% subordinated debt under certain
circumstances. M&T's commitment to provide the increased credit facility
described above pursuant to the Commitment Letter is subject to certain
conditions to closing. No assurance can be given that the conditions to closing
will be satisfied.
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: November 22, 2004 By: /s/ Barry B. Goldstein
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Barry B. Goldstein
President