Dcap Group Inc - Current report filing (8-K)
06 Octubre 2008 - 3:16PM
Edgar (US Regulatory)
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: October 1, 2008
(Date of
earliest event reported)
DCAP GROUP,
INC.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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0-1665
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36-2476480
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File No.)
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(IRS
Employer Identification
Number)
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1158
Broadway, Hewlett, NY
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11557
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(Address
of Principal Executive Offices)
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(Zip
Code)
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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:
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____
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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____
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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____
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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____
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
3.01.
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Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
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On
October 1, 2008, DCAP Group, Inc. (the "Company") received a letter (the "Nasdaq
Letter") from the staff (the "Staff") of The NASDAQ Stock Market, LLC
("Nasdaq"), pursuant to which the Staff notified the Company that, for the
preceding 30 consecutive business days, the bid price of the Company's common
stock (the "Common Stock") closed below the minimum $1.00 per share requirement
for continued inclusion under Nasdaq Marketplace Rule 4310(c)(4) (the "Rule").
In accordance with Nasdaq Marketplace Rule 4310(c)(8)(D), the Company has been
provided with a period of 180 calendar days, or until March 30, 2009, to regain
compliance with the Rule. According to the Nasdaq Letter, the Staff will provide
written notification of the Company's compliance with the Rule if, at any time
before March 30, 2009, the bid price of the Common Stock closes at $1.00 per
share or more for a minimum of 10 consecutive business days; however, in
accordance with Nasdaq Marketplace Rule 4310(c)(8)(E), Nasdaq may, in its
discretion, require the Company to maintain a bid price of at least $1.00 per
share for a period in excess of 10 consecutive business days, but generally no
more than 20 consecutive business days, before determining that the Company has
demonstrated an ability to maintain long-term compliance with the
Rule.
According
to the Nasdaq Letter, if compliance with the Rule cannot be demonstrated by
March 30, 2009, the Staff will determine whether the Company meets The Nasdaq
Capital Market initial listing criteria as set forth in Nasdaq Marketplace Rule
4310(c), except for the bid price requirement. If the Company meets the initial
listing criteria, the Staff will notify the Company that it has been granted an
additional 180 calendar day compliance period. If the Company is not eligible
for an additional compliance period, the Staff will provide written notification
that the Company's securities will be delisted. At that time, the
Company may appeal the Staff's determination to delist its securities to a
Listing Qualifications Panel.
On
October 6, 2008, the Company issued a press release announcing its receipt of
the Nasdaq Letter. The full text of the press release is attached hereto as
Exhibit 99.1.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d)
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Exhibits
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Exhibit
99.1 - Press Release, October 6,
2008.
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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.
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DCAP
GROUP, INC.
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October
6, 2008
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By:
/s/ Barry B.
Goldstein
Barry
B. Goldstein
President
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