k.htm
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:  December 26, 2007
(Date of earliest event reported)


DCAP GROUP, INC.
(Exact Name of Registrant as Specified in Charter)


Delaware
  
0-1665
  
36-2476480
(State or Other Jurisdiction
of Incorporation)
  
(Commission File No.)
  
(IRS Employer Identification
Number)

1158 Broadway, Hewlett, NY
    11557 
(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.
   
     The Board of Directors of DCAP Group, Inc. (the “Company”) authorized the amendment of Article VI of the Company's By-laws (the "By-laws"), effective as of December 26, 2007, to allow for the issuance of uncertificated shares. By being able to issue uncertificated shares, the Company may now participate in the Direct Registration System (“DRS”), which is currently administered by The Depository Trust Company. DRS allows investors to have securities registered in their names without the issuance of physical certificates and allows investors to electronically transfer securities to broker-dealers in order to effect transactions without the risks and delays associated with transferring physical certificates. The amendment to the By-laws also provides that each registered stockholder shall be entitled to a stock certificate upon written request to the transfer agent or registrar of the Company.
 
     The full text of the By-laws, as amended, is filed as Exhibit 3.1 to this Current Report, and amended Article VI thereof is incorporated herein by reference.
   
Item 9.01.
Financial Statements and Exhibits.
   
(d)
Exhibits:
   
 
3.1
By-laws, as amended
 
 
 
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.
  
       
December 26, 2007
By:
/s/ Barry B. Goldstein  
    Barry B. Goldstein  
    President