-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TVcvNi7NNHruLMjonGFoinE4noi5C/bzcm08rRO2Zcke/vRmXpUgc2vlu0GG4WUc MoVUXGjWPhCTxjFRZgPO+Q== 0001021771-02-000028.txt : 20020529 0001021771-02-000028.hdr.sgml : 20020529 20020529163227 ACCESSION NUMBER: 0001021771-02-000028 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020529 GROUP MEMBERS: BARRY GOLDSTEIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DCAP GROUP INC/ CENTRAL INDEX KEY: 0000033992 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 362476480 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-06552 FILM NUMBER: 02664904 BUSINESS ADDRESS: STREET 1: 90 MERRICK AVE STREET 2: 9TH FLOOR CITY: EAST MEADOW STATE: NY ZIP: 11554 BUSINESS PHONE: 5167946300 MAIL ADDRESS: STREET 1: 90 MERRICK AVE 9TH FLOOR STREET 2: 90 MERRICK AVE 9TH FLOOR CITY: EAST MEADOW STATE: NY ZIP: 11554 FORMER COMPANY: FORMER CONFORMED NAME: EXTECH CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: EXECUTIVE HOUSE INC DATE OF NAME CHANGE: 19911119 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDSTEIN BARRY CENTRAL INDEX KEY: 0001023338 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1158 BROADWAY CITY: HEWLETT STATE: NY ZIP: 11557 BUSINESS PHONE: 5163747600 MAIL ADDRESS: STREET 1: 1158 BROADWAY CITY: HEWLETT STATE: NY ZIP: 11557 SC 13D/A 1 bg51502.txt SCHEDULE 13D/A1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 1)* DCAP Group, Inc. (Name of Issuer) Common Stock, $.01 Par Value (Title of Class of Securities) 233065 10 1 (CUSIP Number) Barry Goldstein 1158 Broadway Hewlett, New York 11557 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 15, 2002 (Date of Event Which Requires Filing of This Statement) If the Filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1 (b)(3) or (4), check the following box [ ] *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 5 Pages SCHEDULE 13D CUSIP No. 233065 10 1 1. Name of Reporting Person Barry Goldstein 2. Check the appropriate box if a member of a group (a) [ ] (b) [ ] 3. SEC Use Only 4. Source of Funds N/A 5. Check box if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization United States Number of Shares 7. Sole Voting Power Beneficially Owned 1,425,000 By Each Reporting Person With ---------------------------------------------- 8. Shared Voting Power 0 ---------------------------------------------- 9. Sole Dispositive Power 1,425,000 ---------------------------------------------- 10. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Reporting Person 1,425,000 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11) 11.2% 14. Type of Reporting Person IN ITEM 1. SECURITY AND ISSUER. ------------------- The Reporting Person is making this statement in reference to shares of Common Stock, par value $.01 per share (the "Common Stock"), of DCAP Group, Inc., a Delaware corporation (the "Company"). The address of the principal executive offices of the Company is 1158 Broadway, Hewlett, New York 11557. ITEM 2. IDENTITY AND BACKGROUND. ----------------------- (a) Name of Reporting Person: Barry Goldstein (b) Residence or business address: 1158 Broadway Hewlett, New York 11557 (c) The Reporting person is employed as the Chief Executive Officer, President, Chairman of the Board, Chief Financial Officer and Treasurer of the Issuer. (d) The Reporting Person has not been convicted in a criminal proceeding in the last five years. (e) The Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) The Reporting Person is a citizen of the United States of America. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. ------------------------------------------------- N/A ITEM 4. PURPOSE OF TRANSACTION. ---------------------- On May 15, 2002, the Issuer granted the Reporting Person an option to purchase up to 1,000,000 shares of Common Stock of the Issuer at an exercise price of $.30 per share (the "Option"). The Option is immediately exercisable and expires five years from the date of the grant. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. ------------------------------------ As of the date hereof, the Reporting Person is the beneficial owner of 1,425,000 shares of Common Stock of the Company (or approximately 11.2% of the outstanding Common Stock of the Company). Of such number, 1,400,000 shares of Common Stock are issuable upon the exercise of options that are currently exercisable, 5,000 shares are held by the Reporting Person's minor child and 20,000 shares are held by a retirement trust for the benefit of the Reporting Person. The Reporting Person disclaims beneficial ownership of the shares held by his child and retirement trust. During the past 60 days, the Reporting Person has not effected any transactions in the Common Stock of the Company. ITEM 6. CONTRACTS, AGREEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. ------------------------------------------------------- See Item 5 hereof with respect to options held by the Reporting Person. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. -------------------------------- (1) Option Agreement, dated as of May 15, 2002, between the Reporting Person and the Issuer.* ______________________ * Filed herewith. SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement with respect to myself is true, complete and correct. Dated: May 28, 2002 /s/ Barry Goldstein ---------------------- Barry Goldstein EX-99 3 bgsoa502.txt OPTION AGREEMENT STOCK OPTION AGREEMENT, entered into as of the 15th day of May, 2002, between DCAP GROUP, INC., a Delaware corporation (the "Company"), and BARRY GOLDSTEIN (the "Optionee"). WHEREAS, the Optionee is an employee of the Company and is a member of the Board of Directors of the Company and its subsidiaries thereof; and WHEREAS, the Company desires to provide to the Optionee an additional incentive to promote the success of the Company. NOW, THEREFORE, in consideration of the foregoing, the Company hereby grants to the Optionee the right and option to purchase Common Shares of the Company under and pursuant to the terms and conditions of the Company's 1998 Stock Option Plan (the "Plan") and upon the following terms and conditions: 1. GRANT OF OPTION. The Company hereby grants to the Optionee the right and option (the "Option") to purchase up to One Million (1,000,000) Common Shares of the Company (the "Option Shares") during the period commencing on the date hereof and terminating at 5:00 P.M. on May 15, 2007 (the ""Expiration Date"). 2. NATURE OF OPTION. The Option is not intended to meet the requirements of Section 422 of the Internal Revenue Code of 1986, as amended, relating to "incentive stock options." 3. EXERCISE PRICE. The exercise price of each of the Option Shares shall be Thirty Cents ($.30) (the "Option Price"). The Company shall pay all original issue or transfer taxes on the exercise of the Option. 4. EXERCISE OF OPTIONS. The Option shall be exercised in accordance with the provisions of the Plan. As soon as practicable after the receipt of notice of exercise and payment of the Option Price as provided for in the Plan, the Company shall tender to the Optionee a certificate issued in the Optionee's name evidencing the number of Option Shares covered thereby. 5. TRANSFERABILITY. The Option shall not be transferable other than by will or the laws of descent and distribution and, during the Optionee's lifetime, shall not be exercisable by any person other than the Optionee. 6. TERMINATION OF EMPLOYMENT. The Option shall remain exercisable until the Expiration Date notwithstanding any termination or cessation of employment or other association with the Company or its subsidiaries for any reason whatsoever. 7. INCORPORATION BY REFERENCE. The terms and conditions of the Plan are hereby incorporated by reference and made a part hereof. 8. NOTICES. Any notice or other communication given hereunder shall be deemed sufficient if in writing and delivered personally or sent by facsimile transmission, overnight mail or courier or registered or certified mail, return receipt requested, postage prepaid, addressed to the Company at 90 Merrick Avenue, 9th Floor, East Meadow, New York 11554, Attention: Secretary (fax number: (516) 794-4529), and to the Optionee at the address set forth below or to such other address as either party may hereafter designate in writing to the other party in accordance with the provisions hereof. Notices shall be deemed to have been given on the date of mailing or transmission, except notices of change of address, which shall be deemed to have been given when received. 9. BINDING EFFECT. This Stock Option Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and assigns. 10. ENTIRE AGREEMENT. This Stock Option Agreement, together with the Plan, contains the entire understanding of the parties hereto with respect to the subject matter hereof and may be modified only by an instrument executed by the party sought to be charged. No amendment on the part of the Company shall be valid unless approved by its Board of Directors. 11. GOVERNING LAW. This Stock Option Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, excluding choice of law rules thereof. 12. EXECUTION IN COUNTERPARTS. This Stock Option Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which together shall constitute one and the same instrument. 13. FACSIMILE SIGNATURES. Signatures hereon which are transmitted via facsimile shall be deemed original signatures. 14. INTERPRETATION; HEADINGS. The provisions of this Stock Option Agreement shall be interpreted in a reasonable manner to give effect to the intent of the parties hereto. The headings and captions under sections and paragraphs of this Stock Option Agreement are for convenience of reference only and do not in any way modify, interpret or construe the intent of the parties or affect any of the provisions of this Stock Option Agreement. Remainder of Page Intentionally Left Blank. Signature Page Follows. 2 IN WITNESS WHEREOF, the parties have executed this Stock Option Agreement as of the day and year first above written. DCAP GROUP, INC. By: /s/ Morton L. Certilman ---------------------------------- Morton L. Certilman, Secretary /s/ Barry Goldstein ------------------------------------- Barry Goldstein P.O. Box 450 Hewlett, New York 11557 ------------------------------------- Address (516) 374-4484 ------------------------------------- Fax Number 3 -----END PRIVACY-ENHANCED MESSAGE-----