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 5, 2005
(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 Identification
of Incorporation) 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
On January 5, 2005, the Board of Directors of DCAP Group, Inc. (the
"Company") amended the By-Laws of the Company to provide that a director of the
Company will be deemed to have resigned in the event that he is absent from
seven Board meetings during the period between any two annual meetings of
stockholders, unless the Board of Directors determines that one or more of the
absences was excusable. The By-Laws previously provided that a director will be
deemed to have resigned effective January 1 of a given year in the event that he
failed to attend at least two-thirds of all meetings of the Board of Directors
during the preceding calendar year, unless the Board of Directors determined
that all excess absences was excusable.
The Board of Directors also adopted an amendment to the Company's By-Laws
that made certain Board of Directors notice and other procedural provisions
applicable to committees of the Board.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
3 Amendments to By-Laws.
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: January 10, 2005 By: /s/ Barry B. Goldstein
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Barry B. Goldstein
President