-----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, PbYi2ELh/auZEZ5eHxUzeWTYmMf4ZikWwJmRKmIwdci/nKvCtZEtjqnpI6j4yld1 fU8n3GLTIOaUKvQT6Sd9QA== 0001021771-03-000016.txt : 20030206 0001021771-03-000016.hdr.sgml : 20030206 20030206143926 ACCESSION NUMBER: 0001021771-03-000016 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030206 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: 03542338 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: EXECUTIVE HOUSE INC DATE OF NAME CHANGE: 19911119 FORMER COMPANY: FORMER CONFORMED NAME: EXTECH CORP DATE OF NAME CHANGE: 19920703 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 bg13d103.txt BARRY GOLDSTEIN SCHEDULE 13D 1/30/03 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 2)* 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 (516) 374-7600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 30, 2003 (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(a), 13d-1(f) or 13-1(g), 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 1,625,000 By Each Reporting ---------------------------------------------- Person With 8. Shared Voting Power 0 ---------------------------------------------- 9. Sole Dispositive Power 1,625,000 ---------------------------------------------- 10. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Reporting Person 1,625,000 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11) 11.6% 14. Type of Reporting Person IN ITEM 1. SECURITY AND ISSUER. ------------------- This statement amends and supplements the Schedule 13D dated May 15, 2002, as previously amended by Amendment No.1 on May 29, 2002, relating 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. ---------------------- Effective January 31, 2003, options held by the Reporting Person for the purchase of 200,000 shares of Common Stock of the Company became exercisable within 60 days. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. ------------------------------------ As of the date hereof, the Reporting Person is the beneficial owner of 1,625,000 shares of Common Stock of the Company (or approximately 11.6% of the outstanding Common Stock of the Company). Of such number, 1,600,000 shares of Common Stock are issuable upon the exercise of options that are exercisable currently or within 60 days, 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. -------------------------------- (10) Option Agreement, dated as of May 10, 2001, 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: February 5, 2003 /s/ Barry Goldstein -------------------------- Barry Goldstein EX-10 3 bg01opt.txt OPTION AGREEMENT STOCK OPTION AGREEMENT, entered into on the 10th day of May, 2001, between DCAP GROUP, INC., a Delaware corporation (the "Company"), and BARRY GOLDSTEIN (the "Optionee"). WHEREAS, simultaneously herewith, the Company is entering into an Employment Agreement with the Optionee (the "Employment Agreement") pursuant to which the Optionee is to perform certain employment duties and services for the Company; 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 following periods: (a) All or any part of Four Hundred Thousand (400,000) Common Shares may be purchased during the period commencing on March 31, 2002 and terminating at 5:00 P.M. on March 31, 2006 (the "Expiration Date"). (b) All or any part of Two Hundred Thousand (200,000) Common Shares may be purchased during the period commencing on March 31, 2003 and terminating at 5:00 P.M. on the Expiration Date. (c) All or any part of Two Hundred Thousand (200,000) Common Shares may be purchased during the period commencing on March 31, 2004 and terminating at 5:00 P.M. on the Expiration Date. (d) All or any part of Two Hundred Thousand (200,000) Common Shares may be purchased during the period commencing on March 31, 2005 and terminating at 5:00 P.M. on the Expiration Date. 2. NATURE OF OPTION. The Option is 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 Twenty-Five Cents ($.25) (the "Option Price"). 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. Once any portion of the Option has vested in accordance with Paragraph 1 hereof, that portion of the Option shall remain exercisable until the Expiration Date notwithstanding any subsequent termination of employment with the Company or its subsidiaries for any reason whatsoever. In addition, in the event the Optionee's employment with the Company is terminated by the Company without "cause" (as defined in the Employment Agreement), that portion of the Option that, following such termination date, would have next vested in accordance with Paragraph 1 hereof shall become immediately exercisable and shall remain exercisable until the Expiration Date notwithstanding such termination of employment. 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, East Meadow, NY 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 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 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 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 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. 2 14. REPRESENTATION BY COUNSEL; INTERPRETATION. The Optionee acknowledges that he has been represented by counsel in connection with this Agreement. Accordingly, any rule or law or any legal decision that would require the interpretation of any claimed ambiguities in this Agreement against the party that drafted it has no application and is expressly waived by the Optionee. The provisions of this Agreement shall be interpreted in a reasonable manner to give effect to the intent of the parties hereto. 15. HEADINGS. The headings and captions under sections and paragraphs of this 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 Agreement. IN WITNESS WHEREOF, the parties have executed this 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-----