0001021771-05-000053.txt : 20120703
0001021771-05-000053.hdr.sgml : 20120703
20050202150633
ACCESSION NUMBER: 0001021771-05-000053
CONFORMED SUBMISSION TYPE: SC 13D
PUBLIC DOCUMENT COUNT: 11
FILED AS OF DATE: 20050202
DATE AS OF CHANGE: 20050202
GROUP MEMBERS: BARBARA SPECTOR
GROUP MEMBERS: BOXWOOD FLTD PARTNERS
GROUP MEMBERS: JACK D. SEIBALD
GROUP MEMBERS: KAREN DUBROWSKY IRA
GROUP MEMBERS: SDS PARTNERS I, LTD.
GROUP MEMBERS: STEPHANIE SEIBALD
GROUP MEMBERS: STEWART SPECTOR
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: Seibald Jack D
CENTRAL INDEX KEY: 0001186619
FILING VALUES:
FORM TYPE: SC 13D
BUSINESS ADDRESS:
BUSINESS PHONE: 5167465718
MAIL ADDRESS:
STREET 1: 1336 BOXWOOD DRIVE WEST
CITY: HEWLETT HARBOR
STATE: NY
ZIP: 11557
FORMER COMPANY:
FORMER CONFORMED NAME: SIEBALD JACK D
DATE OF NAME CHANGE: 20020905
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: DCAP GROUP INC/
CENTRAL INDEX KEY: 0000033992
STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411]
IRS NUMBER: 362476480
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-12743
FILM NUMBER: 05569058
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
SC 13D
1
d.txt
SCHEDULE 13D - JACK SEIBALD ET AL
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)
(Amendment No. )*
-----
DCAP Group, Inc.
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class of Securities)
233065 20 0
(CUSIP Number)
Jack D. Seibald
1010 Franklin Avenue
Suite 303
Garden City, New York 11530
(516) 746-5718
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 24, 2004
(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(e), 13d-1(f) or 13d-1(g), check the
following box [X]
*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 13 Pages
SCHEDULE 13D
CUSIP No. 233065 20 0
1. Name of Reporting Person
Jack D. Seibald
2. Check the appropriate box if a member of a group (a) [X]
(b) [ ]
3. SEC Use Only
4. Source of Funds
NA (See Item 3 below)
5. Check box if disclosure of legal proceedings is required pursuant to
items 2(d) or 2(e)[ ]
6. Citizenship or Place of Organization
Netherlands
Number of Shares 7. Sole Voting Power
Beneficially Owned 18,750
By Each Reporting
Person With 8. Shared Voting Power
216,000
9. Sole Dispositive Power
18,750
10. Shared Dispositive Power
229,000
11. Aggregate Amount Beneficially Owned by Reporting Person
247,750
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[X]
13. Percent of Class Represented by Amount in Row (11)
9.8%
14. Type of Reporting Person
IN
2
SCHEDULE 13D
CUSIP No. 233065 20 0
1. Name of Reporting Person
Stephanie Seibald
2. Check the appropriate box if a member of a group (a) [X]
(b) [ ]
3. SEC Use Only
4. Source of Funds
NA (See Item 3 below)
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 -0-
By Each Reporting
Person With 8. Shared Voting Power
116,000
9. Sole Dispositive Power
-0-
10. Shared Dispositive Power
116,000
11. Aggregate Amount Beneficially Owned by Reporting Person
116,000
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[X]
13. Percent of Class Represented by Amount in Row (11)
4.6%
14. Type of Reporting Person
IN
3
SCHEDULE 13D
CUSIP No. 233065 20 0
1. Name of Reporting Person
SDS Partners I, Ltd.
2. Check the appropriate box if a member of a group (a) [X]
(b) [ ]
3. SEC Use Only
4. Source of Funds
NA (See Item 3 below)
5. Check box if disclosure of legal proceedings is required pursuant to
items 2(d) or 2(e)[ ]
6. Citizenship or Place of Organization
Florida
Number of Shares 7. Sole Voting Power
Beneficially Owned -0-
By Each Reporting
Person With 8. Shared Voting Power
100,000
9. Sole Dispositive Power
-0-
10. Shared Dispositive Power
100,000
11. Aggregate Amount Beneficially Owned by Reporting Person
100,000
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[X]
13. Percent of Class Represented by Amount in Row (11)
4.0%
14. Type of Reporting Person
PN
4
SCHEDULE 13D
CUSIP No. 233065 20 0
1. Name of Reporting Person
Boxwood FLTD Partners
2. Check the appropriate box if a member of a group (a) [X]
(b) [ ]
3. SEC Use Only
4. Source of Funds
NA (See Item 3 below)
5. Check box if disclosure of legal proceedings is required pursuant to
items 2(d) or 2(e)[ ]
6. Citizenship or Place of Organization
Delaware
Number of Shares 7. Sole Voting Power
Beneficially Owned 3,000
By Each Reporting
Person With 8. Shared Voting Power
-0-
9. Sole Dispositive Power
3,000
10. Shared Dispositive Power
-0-
11. Aggregate Amount Beneficially Owned by Reporting Person
3,000
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[X]
13. Percent of Class Represented by Amount in Row (11)
0.1%
14. Type of Reporting Person
PN
5
SCHEDULE 13D
CUSIP No. 233065 20 0
1. Name of Reporting Person
Stewart Spector
2. Check the appropriate box if a member of a group (a) [X]
(b) [ ]
3. SEC Use Only
4. Source of Funds
NA (See Item 3 below)
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 11,935
By Each Reporting
Person With 8. Shared Voting Power
100,000
9. Sole Dispositive Power
-0-
10. Shared Dispositive Power
111,935
11. Aggregate Amount Beneficially Owned by Reporting Person
111,935
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[X]
13. Percent of Class Represented by Amount in Row (11)
4.4%
14. Type of Reporting Person
IN
6
SCHEDULE 13D
CUSIP No. 233065 20 0
1. Name of Reporting Person
Barbara Spector
2. Check the appropriate box if a member of a group (a) [X]
(b) [ ]
3. SEC Use Only
4. Source of Funds
NA (See Item 3 below)
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 3,000
By Each Reporting
Person With 8. Shared Voting Power
100,000
9. Sole Dispositive Power
-0-
10. Shared Dispositive Power
103,000
11. Aggregate Amount Beneficially Owned by Reporting Person
103,000
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[X]
13. Percent of Class Represented by Amount in Row (11)
4.1%
14. Type of Reporting Person
IN
7
SCHEDULE 13D
CUSIP No. 233065 20 0
1. Name of Reporting Person
Karen Dubrowsky IRA
2. Check the appropriate box if a member of a group (a) [X]
(b) [ ]
3. SEC Use Only
4. Source of Funds
NA (See Item 3 below)
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 4,000
By Each Reporting
Person With 8. Shared Voting Power
-0-
9. Sole Dispositive Power
-0-
10. Shared Dispositive Power
4,000
11. Aggregate Amount Beneficially Owned by Reporting Person
4,000
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[X]
13. Percent of Class Represented by Amount in Row (11)
0.2%
14. Type of Reporting Person
IN
8
ITEM 1. Security and Issuer
-------------------
The Reporting Persons are 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) Names of Reporting Persons:
Jack D. Seibald ("J. Seibald")
Stephanie Seibald ("S. Seibald")
SDS Partners I, Ltd. ("SDS")
Boxwood FLTD Partners ("Boxwood")
Stewart Spector ("S. Spector")
Barbara Spector ("B. Spector")
Karen Dubrowsky IRA ("Dubrowsky" and together with J. Seibald,
S. Seibald, SDS, Boxwood, S. Spector and B. Spector, the "Reporting Persons")
(b) Residence or business address:
J. Seibald
----------
1010 Franklin Avenue
Suite 303
Garden City, New York 11530
S. Seibald
----------
c/o J. Seibald
1010 Franklin Avenue
Suite 303
Garden City, New York 11530
SDS
---
43 Hampshire Lane
Boynton Beach, Florida 33436
Boxwood
-------
1336 Boxwood Drive West
Hewlett Harbor, New York 11557
S. Spector
----------
43 Hampshire Lane
Boynton Beach, Florida 33436
9
B. Spector
----------
43 Hampshire Lane
Boynton Beach, Florida 33436
Dubrowsky
---------
36 East Voss Avenue
East Rockaway, New York 11518
(c) J. Seibald: J. Seibald is the Managing Member of Whiteford
Advisors LLC, an investment management firm located at 1010 Franklin Avenue,
Suite 303, Garden City, New York 11530 and is a registered representative with
Sanders Morris Harris, a broker-dealer. J. Seibald is also a director and a
member of the Audit Committee, Nominating Committee, Compensation Committee and
Insurance Committee of the Board of Directors of the Company.
S. Seibald: S. Seibald is a homemaker.
SDS: SDS is a limited partnership organized under the laws of the
State of Florida.
Boxwood: Boxwood is a limited partnership organized under the
laws of the State of Delaware.
S. Spector: S. Spector is retired.
B. Spector: B. Spector is retired.
Dubrowsky: Dubrowsky is a homemaker.
(d) None of the Reporting Persons have been convicted in a criminal
proceeding in the last five years.
(e) None of the Reporting Persons have, 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) J. Seibald is a citizen of The Netherlands; S. Seibald, S. Spector, B.
Spector and Dubrowsky are citizens of the United States of America; SDS is a
limited partnership organized under the laws of the State of Florida; and
Boxwood is a limited partnership organized under the laws of the State of
Delaware.
ITEM 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
Reference is made to Item 4 hereof.
10
ITEM 4. Purpose of Transaction
----------------------
The securities being reported by this statement were previously reported on
a Schedule 13G for an event dated August 30, 2002, as filed on September 6, 2002
with the Securities and Exchange Commission (the "SEC"), and as amended for an
event dated December 31, 2003, as filed on February 13, 2004 with the SEC. On
September 24, 2004, J. Seibald was elected to the Board of Directors of the
Company. As a result, the Reporting Persons are no longer eligible to report
their respective holdings on Schedule 13G and are required to file a report of
their respective holdings on Schedule 13D.
ITEM 5. Interest in Securities of the Issuer
------------------------------------
J. Seibald and S. Seibald, jointly, own 113,000 shares of Common Stock,
representing approximately 4.5% of the Company's issued and outstanding shares.
J. Seibald and S. Seibald are husband and wife. J. Seibald beneficially owns an
additional 18,750 shares of Common Stock that are issuable pursuant to a
currently exercisable warrant and 116,000 shares of Common Stock based upon his
status as a general partner of Boxwood and pursuant to powers of attorney
granted to him, as described in Item 6 hereof. S. Seibald beneficially owns an
additional 3,000 shares of Common Stock based upon her status as a general
partner of Boxwood as described in Item 6 hereof. SDS owns 100,000 shares of
Common Stock (the "SDS Shares"), representing approximately 4.0% of the
Company's issued and outstanding shares. Boxwood owns 3,000 shares of Common
Stock (the "Boxwood Shares"), representing less than 1% of the Company's issued
and outstanding shares. S. Spector holds 6,000 shares of Common Stock in an
individual retirement account (the "S. Spector Shares"), representing less than
1% of the Company's issued and outstanding shares. S. Spector beneficially owns
an additional 5,935 shares of Common Stock that are issuable pursuant to a
currently exercisable warrant (the "S. Spector Warrant"). B. Spector holds 3,000
shares of Common Stock in an individual retirement account (the "B. Spector
Shares"), representing less than 1% of the Company's issued and outstanding
shares. S. Spector and B. Spector beneficially own an additional 100,000 shares
of Common Stock based upon their status as general partners of SDS. Dubrowsky
owns 4,000 shares of Common Stock (the "Dubrowsky Shares"), representing less
than 1% of the Company's issued and outstanding shares. S. Spector and B.
Spector are S. Seibald's parents. Dubrowsky is J. Seibald's sister-in-law. All
percentages herein are based upon the 2,512,424 shares of Common Stock of the
Company that were issued and outstanding as of September 24, 2004 (based on the
Company's Quarterly Report on Form 10-QSB for the period ended June 30, 2004, as
adjusted for the Company's one-for-five reverse stock split effective August 26,
2004), plus the number of shares issuable to the particular Reporting Person
pursuant to warrants that are currently exercisable.
The shares of Common Stock reported in this Schedule 13D do not include
24,065 shares of Common Stock issuable upon the exercise of the S. Spector
Warrant. The S. Spector Warrant is subject to a conversion cap that precludes
the holder thereof and its affiliates and any other persons or entities whose
beneficial ownership would be aggregated with the holder's (as determined in
accordance with Section 13(d) of the Securities Exchange Act of 1934) (the
"Owners") from utilizing its exercise rights to the extent that any of the
Owners would beneficially own in excess of 9.999% of the Company's issued and
outstanding Common Stock, giving effect to such exercise. The shares of Common
Stock reported in this Schedule 13D include 5,935 shares of Common Stock
issuable upon the exercise of the S. Spector Warrant (as reflected above) since
the exercise of the S. Spector Warrant with respect to such 5,935 shares would
not cause any of the Owners to beneficially own in
11
excess of 9.999% of the Company's issued and outstanding Common Stock as of
September 24, 2004.
ITEM 6. Contracts, Agreements, Understandings or Relationships
with Respect to Securities of the Issuer
----------------------------------------
J. Seibald, S. Seibald, their three children, S. Spector, B. Spector and
Dubrowsky are beneficiaries of a trust that is a limited partner of SDS. The
general partners of SDS are S. Spector and B. Spector. The general partners of
Boxwood are J. Seibald and S. Seibald. SDS, S. Spector, B. Spector and Dubrowsky
have each granted to J. Seibald the power-of-attorney to hold, pledge, transfer,
assign, sell or otherwise dispose of, by endorsement or otherwise, the SDS
Shares, the S. Spector Shares, the B. Spector Shares and the Dubrowsky Shares,
respectively. SDS has additionally granted to J. Seibald the power-of-attorney
to attend, vote for and otherwise take part in all and any general meetings of
the Company, whether ordinary or extraordinary, held by or in connection with
the SDS Shares.
ITEM 7. Material to be Filed as Exhibits
--------------------------------
24.1 Power-of-Attorney from SDS to J. Seibald, dated January 28, 2005.
24.2 Power-of-Attorney from Boxwood to J. Seibald, dated January 28, 2005.
24.3 Power-of-Attorney from S. Spector to J. Seibald, dated January 28,
2005.
24.4 Power-of-Attorney from B. Spector to J. Seibald, dated January 28,
2005.
24.5 Power-of-Attorney from Dubrowsky to J. Seibald, dated January 28,
2005.
24.6 Power-of-Attorney from SDS to J. Seibald, dated August 26, 2002.
24.7 Power-of-Attorney from S. Spector to J. Seibald, dated March 25, 1999.
24.8 Power-of-Attorney from B. Spector to J. Seibald, dated March 25, 1999.
24.9 Power-of-Attorney from Dubrowsky to J. Seibald, dated March 25, 1999.
99.1 Joint Filing Agreement among J. Seibald, S. Seibald, SDS, Boxwood, S.
Spector, B. Spector and Dubrowsky, dated January 28, 2005.
12
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: January 28, 2005 /s/ Jack D. Seibald
-----------------------------
Jack D. Seibald
/s/ Stephanie Seibald
-----------------------------
Stephanie Seibald
SDS PARTNERS I, LTD.
By: /s/ Jack D. Seibald
--------------------------
Jack D. Seibald, Attorney-in-Fact
BOXWOOD FLTD PARTNERS
By: /s/ Jack D. Seibald
-------------------------
Jack D. Seibald, Attorney-in-Fact
STEWART SPECTOR
By: /s/ Jack D. Seibald
-------------------------
Jack D. Seibald, Attorney-in-Fact
BARBARA SPECTOR
By: /s/ Jack D. Seibald
-------------------------
Jack D. Seibald, Attorney-in-Fact
KAREN DUBROWSKY IRA
By: /s/ Jack D. Seibald
-------------------------
Jack D. Seibald, Attorney-in-Fact
13
EX-24
2
ex24-1.txt
EX 24(1) POA RE: SDS PARTNERS I, LTD. DTD 1/28/05
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that SDS PARTNERS I, LTD., a limited
partnership organized under the laws of the State of Florida (the "Principal"),
does hereby make, constitute and appoint JACK D. SEIBALD, as its true and lawful
attorney, to execute and deliver in its name and on its behalf whether the
Principal is acting individually or as representative of others, any and all
filings required to be made by the Principal under the Securities Exchange Act
of 1934 (as amended, the "Act"), with respect to securities which may be deemed
to be beneficially owned by the Principal under the Act, giving and granting
unto him said attorney-in-fact power and authority to act in the premises as
fully and to all intents and purposes as the Principal might or could do if
personally present, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until revoked
in writing by the undersigned.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of January 28, 2005
SDS PARTNERS I, LTD
By: /s/ Stewart R. Spector
---------------------------
Stewart Spector, General Partner
By: /s/ Barbara Spector
---------------------------
Barbara Spector, General Partner
EX-24
3
ex24-2.txt
EX 24(2) POA RE: BOXWOOD DTD 1/28/05
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that BOXWOOD FLTD PARTNERS, a limited
partnership organized under the laws of the State of Delaware (the "Principal"),
does hereby make, constitute and appoint JACK D. SEIBALD, as its true and lawful
attorney, to execute and deliver in its name and on its behalf whether the
Principal is acting individually or as representative of others, any and all
filings required to be made by the Principal under the Securities Exchange Act
of 1934 (as amended, the "Act"), with respect to securities which may be deemed
to be beneficially owned by the Principal under the Act, giving and granting
unto him said attorney-in-fact power and authority to act in the premises as
fully and to all intents and purposes as the Principal might or could do if
personally present, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until revoked
in writing by the undersigned.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of January 28, 2005
BOXWOOD FLTD PARTNERS
By: /s/ Jack D. Seibald
-------------------------------
Jack D. Seibald, General Partner
By: /s/ Stephanie Seibald
-------------------------------
Stephanie Seibald, General
Partner
EX-24
4
ex24-3.txt
EX 24(3) POA RE: S. SPECTOR DTD 1/28/05
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that STEWART SPECTOR (the "Principal"),
does hereby make, constitute and appoint JACK D. SEIBALD, as his true and lawful
attorney, to execute and deliver in his name and on his behalf whether the
Principal is acting individually or as representative of others, any and all
filings required to be made by the Principal under the Securities Exchange Act
of 1934 (as amended, the "Act"), with respect to securities which may be deemed
to be beneficially owned by the Principal under the Act, giving and granting
unto him said attorney-in-fact power and authority to act in the premises as
fully and to all intents and purposes as the Principal might or could do if
personally present, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until revoked
in writing by the undersigned.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of January 28, 2005
/s/ Stewart Spector
--------------------------
Stewart Spector
EX-24
5
ex24-4.txt
EX 24(4) POA RE: B. SPECTOR DTD 1/28/05
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that BARBARA SPECTOR (the "Principal"),
does hereby make, constitute and appoint JACK D. SEIBALD, as her true and lawful
attorney, to execute and deliver in her name and on her behalf whether the
Principal is acting individually or as representative of others, any and all
filings required to be made by the Principal under the Securities Exchange Act
of 1934 (as amended, the "Act"), with respect to securities which may be deemed
to be beneficially owned by the Principal under the Act, giving and granting
unto him said attorney-in-fact power and authority to act in the premises as
fully and to all intents and purposes as the Principal might or could do if
personally present, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until revoked
in writing by the undersigned.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of January 28, 2005
/s/ Barbara Spector
--------------------------
Barbara Spector
EX-24
6
ex24-5.txt
EX 24(5) POA RE: DUBROWSKY DTD 1/28/05
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that KAREN DUBROWSKY IRA, an individual
retirement account for the benefit of Karen Dubrowsky (the "Principal"), does
hereby make, constitute and appoint JACK D. SEIBALD, as its true and lawful
attorney, to execute and deliver in its name and on its behalf whether the
Principal is acting individually or as representative of others, any and all
filings required to be made by the Principal under the Securities Exchange Act
of 1934 (as amended, the "Act"), with respect to securities which may be deemed
to be beneficially owned by the Principal under the Act, giving and granting
unto him said attorney-in-fact power and authority to act in the premises as
fully and to all intents and purposes as the Principal might or could do if
personally present, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until revoked
in writing by the undersigned.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as
of January 28, 2005
KAREN DUBROWSKY IRA
By: /s/ Karen Dubrowsky
---------------------------------
Karen Dubrowsky
EX-24
7
ex24-6.txt
EX 24(6) POA RE: SDS DATD 8/26/02
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
SDS Partner I, Ltd., a partnership established and existing under the laws of
Florida and having its principal place of business at 43 Hampshire Lane, Boynton
Beach, FL 33436 (the "Company") does hereby make, constitute and appoint Mr.
Jack Seibald having his address at 1336 Boxwood Drive West Hewlett Harbor, NY
11557 as its true and lawful Attorneys-in-fact with full power and authority to
act independently, as herein described, in the name and on bebalf of the
Company:
1. To execute and deliver on behalf of the Company a Securities Purchase
Agreement (the "Purchase Agreement") for the acquisition of certain shares of
common stock of DCAP GROUP, INC. (the "Shares") and to make such other changes
to the Purchase Agreement as he deems necessary to complete the negotiations of
the transactions contemplated by the Purchase Agreement.
2. To execute and deliver all documents, contracts, agreements, and any and
all such other instruments or documents or amendments thereto in connection with
such negotiations of the transactions contemplated by the Purchase Agreement.
3. To do any and all other things and to take any and all other actions and
to deliver any and all other instruments as may be necessary or convenient to
effectuate the foregoing.
4. To hold, pledge, transfer, assign, sell or otherwise dispose of, by
endorsement or otherwise, the Shares and to sign, on behalf of the Company,
stock transfer or similar documents and ledgers with respect to the Shares; and
in general, to exercise, in the name of the Company all rights conferred by law,
articles of incorporation or association, by virtue or attached to the Shares
and with respect to the ownership of the Shares.
5. To attend, vote for and on behalf of the Company and otherwise take part
in all and any general meetings, whether ordinary or extraordinary, held by or
in connection with the Shares.
The Attorney in fact shall not incur any liability for, and the Company shall
indemnity and hold him harmless against, any damage, loss or expense incurred by
him with respect to any act or omission taken in good faith pursuant to this
power of attorney or upon the advice of counsel given in respect to any question
relating to his duties and responsibilities hereunder.
Giving and granting unto its said Attorney-infact full power and authority to do
and perform each and every act and thing whatsoever requisite, necessary and
proper to be done in the performane of the above to all intents and purposes as
it might or could do if it were acting for itself with full power of
substitution and revocation, hereby ratifying and confirming all that its said
Attorney-in-fact or his substitute shall lawfully do or cause to be done by
virtue of this document unless revoked by the undersigned Company by written
instrument.
IN WITNESS WHEREOF, the Company has caused its partnership name to be subscribed
hereto by its duly authorized representative this 26th day of August 2002.
SDS PARTNERS I, LTD.
By: /s/ Stewart R. Spector
----------------------------
Name: Stewart R. Spector
Title: General Partner
By: /s/ Barbara J. Spector
----------------------------
Name: Barbara J. Spector
Tide: General Partner
2
EX-24
8
ex24-7.txt
EX 24(7) POA RE: S. SPECTOR DTD 3/25/99
TRADING AUTHORIZATION LIMITED TO PURCHASES AND
SALES OF SECURITIES AND COMMODITIES
The undersigned hereby authorizes JACK D. SEIBALD (whose signature appears
below) as his agent and attorney in fact to buy, sell (including short sales)
and trade in stocks, bonds, options contracts, and any other securities and/or
commodities and/or contracts relating to the same on margin or otherwise in
accordance with your terms and conditions for the undersigned's account and risk
and in the undersigned's name, or number on your books. In addition, the
undersigned hereby specifically authorizes the aforesaid agent to make
transactions which would result in uncovered short positions in options contacts
or in the uncovering of any existing short position in options contacts. The
undersigned hereby agrees to indemnify and hold you harmless from and to pay you
promptly on demand any and all losses arising therefrom or debit balance due
thereon.
In all such purchases, sales or trades you are authorized to follow the
instructions of STEWART SPECTOR, IRA in every respect concerning the
undersigned's account with you; and he is authorized to act for the undersigned
and in the undersigned's behalf in the same manner and with the same force and
effect as the undersigned might or could do with respect to such purchases,
sales or trades as well as with respect to all other things necessary or
incidental to the furtherance or conduct of such purchases, sales or trades.
The undersigned hereby ratifies and confirms any and all trasnactions with
you heretofore or hereafter made by the aforesaid agent or for the undersigned's
account.
This authorization and indemnity is also a continuing one and shall remain
in full force and effect until revoked by the undersigned by a written notice
addressed to you and delivered to your office at 1010 FRANKLIN AVENUE, SUITE 303
GARDEN CITY, NY 11530, but such revocation shall not affect any liability in any
way resulting from transactions initiated prior to such revocation. This
authorization and indemnity shall enure to the benefit of your present firm and
of any successor firm or firms irrespective of any change or changes at any time
in the personnel thereof for any cause whatsoever, and of the assigns of your
present firm or any successor firm.
Dated 3/25/99
-------------------
Boynton Beach Florida
------------------- -------------
(City) (State)
Very truly yours,
/s/ Stewart R. Spector
-------------------------------
Signature of authorized agent:
/s/ Jack Seibald
--------------------------------
EX-24
9
ex24-8.txt
EX 24(8) POA RE: B. SPECTOR DTD 3/25/99
TRADING AUTHORIZATION LIMITED TO PURCHASES AND
SALES OF SECURITIES AND COMMODITIES
The undersigned hereby authorizes JACK D. SEIBALD (whose signature appears
below) as his agent and attorney in fact to buy, sell (including short sales)
and trade in stocks, bonds, options contracts, and any other securities and/or
commodities and/or contracts relating to the same on margin or otherwise in
accordance with your terms and conditions for the undersigned's account and risk
and in the undersigned's name, or number on your books. In addition, the
undersigned hereby specifically authorizes the aforesaid agent to make
transactions which would result in uncovered short positions in options contacts
or in the uncovering of any existing short position in options contacts. The
undersigned hereby agrees to indemnify and hold you harmless from and to pay you
promptly on demand any and all losses arising therefrom or debit balance due
thereon.
In all such purchases, sales or trades you are authorized to follow the
instructions of BARBARA SPECTOR IRA in every respect concerning the
undersigned's account with you; and he is authorized to act for the undersigned
and in the undersigned's behalf in the same manner and with the same force and
effect as the undersigned might or could do with respect to such purchases,
sales or trades as well as with respect to all other things necessary or
incidental to the furtherance or conduct of such purchases, sales or trades.
The undersigned hereby ratifies and confirms any and all trasnactions with
you heretofore or hereafter made by the aforesaid agent or for the undersigned's
account.
This authorization and indemnity is also a continuing one and shall remain
in full force and effect until revoked by the undersigned by a written notice
addressed to you and delivered to your office at 1010 FRANKLIN AVENUE, SUITE 303
GARDEN CITY, NY 11530, but such revocation shall not affect any liability in any
way resulting from transactions initiated prior to such revocation. This
authorization and indemnity shall enure to the benefit of your present firm and
of any successor firm or firms irrespective of any change or changes at any time
in the personnel thereof for any cause whatsoever, and of the assigns of your
present firm or any successor firm.
Dated 3/25/99
-------------------
Boynton Beach Florida
------------------- -------------
(City) (State)
Very truly yours,
/s/ Barbara Spector
-------------------------------
Signature of authorized agent:
/s/ Jack Seibald
--------------------------------
EX-24
10
ex24-9.txt
EX 24(9) POA RE: DUBROWSKY DTD 3/25/99
TRADING AUTHORIZATION LIMITED TO PURCHASES AND
SALES OF SECURITIES AND COMMODITIES
The undersigned hereby authorizes JACK D. SEIBALD (whose signature appears
below) as his agent and attorney in fact to buy, sell (including short sales)
and trade in stocks, bonds, options contracts, and any other securities and/or
commodities and/or contracts relating to the same on margin or otherwise in
accordance with your terms and conditions for the undersigned's account and risk
and in the undersigned's name, or number on your books. In addition, the
undersigned hereby specifically authorizes the aforesaid agent to make
transactions which would result in uncovered short positions in options contacts
or in the uncovering of any existing short position in options contacts. The
undersigned hereby agrees to indemnify and hold you harmless from and to pay you
promptly on demand any and all losses arising therefrom or debit balance due
thereon.
In all such purchases, sales or trades you are authorized to follow the
instructions of KAREN DUBROWSKY, IRA in every respect concerning the
undersigned's account with you; and he is authorized to act for the undersigned
and in the undersigned's behalf in the same manner and with the same force and
effect as the undersigned might or could do with respect to such purchases,
sales or trades as well as with respect to all other things necessary or
incidental to the furtherance or conduct of such purchases, sales or trades.
The undersigned hereby ratifies and confirms any and all trasnactions with
you heretofore or hereafter made by the aforesaid agent or for the undersigned's
account.
This authorization and indemnity is also a continuing one and shall remain
in full force and effect until revoked by the undersigned by a written notice
addressed to you and delivered to your office at 1010 FRANKLIN AVENUE, SUITE 303
GARDEN CITY, NY 11530, but such revocation shall not affect any liability in any
way resulting from transactions initiated prior to such revocation. This
authorization and indemnity shall enure to the benefit of your present firm and
of any successor firm or firms irrespective of any change or changes at any time
in the personnel thereof for any cause whatsoever, and of the assigns of your
present firm or any successor firm.
Dated 3/25/99
-------------------
East Rockaway New York
------------------- -------------
(City) (State)
Very truly yours,
/s/ Karen Dubrowsky
-------------------------------
Signature of authorized agent:
/s/ Jack Seibald
--------------------------------
EX-99
11
ex99-1.txt
EX 99(1) JOINT FILING AGREEMENT DTD 1/28/05
JOINT FILING AGREEMENT
JOINT FILING AGREEMENT made as of this 28th day of January, 2005 by and
among JACK D. SEIBALD ("J. Seibald"), STEPHANIE SEIBALD ("S. Seibald"), SDS
PARTNERS I, LTD., a Florida limited partnership ("SDS"), BOXWOOD FLTD PARTNERS,
a Delaware limited partnership ("Boxwood"), STEWART SPECTOR ("S. Spector"),
BARBARA SPECTOR ("B. Spector") and KAREN DUBROWSKY IRA ("Dubrowsky").
WHEREAS, J. Seibald, S. Seibald, SDS, Boxwood, S. Spector, B. Spector and
Dubrowsky collectively beneficially own more than five (5%) percent of the
issued and outstanding common stock, $.01 par value of DCAP Group, Inc., a
Delaware corporation ("DCAP"); and
WHEREAS, pursuant to Section 13(g) of the Securities Exchange Act of 1934,
as amended and the rules and regulations promulgated thereunder, the parties
hereto are required to file a Schedule 13D with the Securities and Exchange
Commission ("SEC").
NOW, THEREFORE, the parties agree as follows:
1. Seibald, S. Seibald, SDS, Boxwood, S. Spector, B. Spector and Dubrowsky
hereby agree to jointly file a Schedule 13D with the SEC regarding the
beneficial ownership of DCAP Common Stock and to file any and all amendments and
supplements thereto.
2. This Agreement contains the entire agreement among the parties
concerning the subject matter hereof and may not be amended, modified or changed
except pursuant to a written instrument signed by all parties.
Remainder of page intentionally left blank. Signature page follows.
IN WITNESS WHEREOF, the parties have signed this Agreement the day and year
first above written.
/s/ Jack D. Seibald
-------------------------
Jack D. Seibald
/s/ Stephanie Seibald
-------------------------
Stephanie Seibald
SDS PARTNERS I, LTD.
By: /s/ Stewart Spector
----------------------------
Stewart Spector, General Partner
By: /s/ Barbara Spector
----------------------------
Barbara Spector, General Partner
BOXWOOD FLTD PARTNERS
By: /s/ Jack D. Seibald
----------------------------
Jack D. Seibald, General Partner
By: /s/ Stephanie Seibald
----------------------------
Stephanie Seibald, General Partner
/s/ Stewart Spector
-------------------------
Stewart Spector
/s/ Barbara Spector
-------------------------
Barbara Spector
KAREN DUBROWSKY IRA
By: /s/ Karen Dubrowsky
-----------------------------
Karen Dubrowsky