UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
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Filed
by the Registrant
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[X]
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Filed
by a Party other than the Registrant
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[ ]
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Check
the appropriate box:
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[X]
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Preliminary
Proxy Statement
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[ ]
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Confidential,
For Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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[ ]
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material Pursuant to Section
240.14a-12
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DCAP
GROUP, INC.
(Name of
Registrant as Specified in its Charter)
(Name of
Person(s) Filing Proxy Statement, if Other Than the Registrant)
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Payment
of Filing Fee (Check the appropriate box):
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[X]
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No
fee required
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[ ]
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11
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1)
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Title
of each class of securities to which transaction applies:
not
applicable
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2)
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Aggregate
number of securities to which transaction applies:
not
applicable
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3)
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Per
unit price or
other underlying value
of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
not
applicable
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4)
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Proposed
maximum aggregate value of transaction:
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5)
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Total
fee paid:
not
applicable
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[ ]
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Fee
paid previously with preliminary materials:
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[ ]
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Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which
the offsetting fee was paid
previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
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1)
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Amount
previously paid:
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2)
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Form,
Schedule or Registration Statement No.:
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3)
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Filing
Party:
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4)
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Date
Filed:
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DCAP
GROUP, INC.
1158
Broadway
Hewlett,
New York 11557
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 26,
2008
To the
Stockholders of DCAP Group, Inc.:
NOTICE IS HEREBY GIVEN
that
the Annual Meeting of Stockholders of DCAP Group, Inc., a Delaware corporation
(the “Company”), will be held on November 26, 2008 at 90 Merrick Avenue, 9th
Floor, East Meadow, New York, at 10:00 a.m., for the following
purposes:
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1.
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To
elect six directors for the coming
year.
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2.
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To
approve an amendment to the Company’s Certificate of Incorporation to
change the name of the Company to “Kingstone Companies,
Inc.”
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3.
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To
transact such other business as may properly come before the
meeting.
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Only
stockholders of record at the close of business on October 22, 2008 are entitled
to notice of and to vote at the meeting or at any adjournment
thereof.
Morton L.
Certilman
Secretary
Hewlett,
New York
October
31, 2008
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WHETHER
OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE VOTE, DATE AND SIGN THE
ENCLOSED PROXY, WHICH IS SOLICITED BY OUR BOARD OF DIRECTORS, AND RETURN
IT IN THE PRE-ADDRESSED ENVELOPE PROVIDED FOR THAT PURPOSE. ANY
STOCKHOLDER MAY REVOKE HIS PROXY AT ANY TIME BEFORE THE MEETING BY WRITTEN
NOTICE TO SUCH EFFECT, BY SUBMITTING A SUBSEQUENTLY DATED PROXY OR BY
ATTENDING THE MEETING AND VOTING IN
PERSON.
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DCAP
GROUP, INC.
1158
Broadway
Hewlett,
New York 11557
____________________________
PROXY
STATEMENT
____________________________
SOLICITING,
VOTING AND REVOCABILITY OF PROXY
This
proxy statement is being mailed to all stockholders of record at the close of
business on October 22, 2008 in connection with the solicitation by the Board of
Directors of proxies to be voted at the Annual Meeting of Stockholders to be
held on November 26, 2008 at 10:00 a.m., local time, or any adjournment
thereof. The proxy and this proxy statement were mailed to
stockholders on or about November 4, 2008.
All
shares represented by proxies duly executed and received will be voted on the
matters presented at the meeting in accordance with the instructions specified
in such proxies. Proxies so received without specified instructions
will be voted as follows:
(1)
FOR
the nominees named in the
proxy to our Board of Directors; and
(2)
FOR
the approval of an
amendment to our Certificate of Incorporation to change our name to “Kingstone
Companies, Inc.”
Our Board
does not know of any other matters that may be brought before the meeting nor
does it foresee or have reason to believe that proxy holders will have to vote
for substitute or alternate nominees to the Board. In the event that
any other matter should come before the meeting or any nominee is not available
for election, the person named in the enclosed proxy will have discretionary
authority to vote all proxies not marked to the contrary with respect to such
matters in accordance with his best judgment.
The total
number of common shares outstanding and entitled to vote as of October 22, 2008
was 2,972,746. The common shares are the only class of securities
entitled to vote on matters presented to our stockholders, each share being
entitled to one vote.
Our
Restated Certificate of Incorporation provides for cumulative voting of shares
for the election of directors. This means that each stockholder has
the right to cumulate his votes and give to one or more nominees as many votes
as equals the number of directors to be elected (six) multiplied by the number
of shares he is entitled to vote. A stockholder may therefore cast
his votes for one nominee or distribute them among two or more of the
nominees. A majority of the common shares outstanding and entitled to
vote as of October 22, 2008, or 1,486,374 common shares, must be present at the
meeting in person or by proxy in order to constitute a quorum for the
transaction of business. Only stockholders of record as of the close
of business on October 22, 2008 will be entitled to vote. With regard
to the election of directors, votes may be cast in favor or
withheld. The directors shall be elected by a plurality of the votes
cast in favor. Accordingly, based upon there being six nominees, each
person who receives one or more votes will be elected as a
director. Votes withheld in connection with the election of one or
more of the nominees for director will not be counted as votes cast for such
individuals and may be voted for the other nominees.
Stockholders
may expressly abstain from voting on Proposal 2 by so indicating on the
proxy. Abstentions and broker non-votes will be counted for purposes
of determining the presence or absence of a quorum for the transaction of
business. Abstentions are counted as present in the tabulation of
votes on Proposal 2. Broker non-votes are not counted for the purpose
of determining whether Proposal 2 has been approved. Since Proposal 2
requires the approval of a majority of all of our outstanding common shares,
abstentions and broker non-votes will have the effect of a negative
vote.
Any
person giving a proxy in the form accompanying this proxy statement has the
power to revoke it at any time before its exercise. The proxy may be
revoked by filing with us written notice of revocation or a fully executed proxy
bearing a later date. The proxy may also be revoked by affirmatively
electing to vote in person while in attendance at the
meeting. However, a stockholder who attends the meeting need not
revoke a proxy given and vote in person unless the stockholder wishes to do
so. Written revocations or amended proxies should be sent to us at
1158 Broadway, Hewlett, New York 11557, Attention: Corporate
Secretary.
The proxy
is being solicited by our Board of Directors. We will bear the cost
of the solicitation of proxies, including the charges and expenses of brokerage
firms and other custodians, nominees and fiduciaries for forwarding proxy
materials to beneficial owners of our shares. Solicitations will be
made primarily by mail, but certain of our directors, officers or employees may
solicit proxies in person or by telephone, telecopier or email without special
compensation.
A list of
stockholders entitled to vote at the meeting will be available for examination
by any stockholder for any purpose germane to the meeting, during ordinary
business hours, for ten days prior to the meeting, at our offices, 1158
Broadway, Hewlett, New York 11557, and also during the whole time of the meeting
for inspection by any stockholder who is present. To contact us,
stockholders should call (516) 374-7600.
EXECUTIVE
COMPENSATION
SUMMARY
COMPENSATION TABLE
The
following table sets forth certain information concerning the compensation for
the fiscal years ended December 31, 2007 and 2006 for Barry B. Goldstein, our
Chief Executive Officer:
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Name
and
Principal Position
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Year
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Salary
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Option
Awards
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All
Other
Compensation
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Total
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Country
Club Dues (1)
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Other
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Barry
B. Goldstein
Chief
Executive Officer
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2007
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$350,000
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$41,224
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$21,085
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$15,770
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$428,079
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2006
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$350,000
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-
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$28,532
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$26,410
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$404,942
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___________
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(1)
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Effective
with the execution of Mr. Goldstein’s employment agreement on October 16,
2007, as discussed below, he is no longer entitled to be reimbursed for
country club dues.
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Employment
Contracts
Mr.
Goldstein is employed as our President, Chairman of the Board and Chief
Executive Officer pursuant to an employment agreement dated October 16, 2007
(the “Employment Agreement”) that expires on June 30, 2009. The Employment
Agreement will automatically renew for a one-year term if Mr. Goldstein is in
our employ on June 30, 2009. Pursuant to the Employment Agreement,
Mr. Goldstein is entitled to receive an annual base salary of $350,000 (which
base salary has been in effect since January 1, 2004) (“Base Salary”) and annual
bonuses based on our net income. On August 25, 2008, we and Mr.
Goldstein entered into an amendment (the “Amendment”) to the Employment
Agreement. The Amendment entitles Mr. Goldstein to devote up to 750 hours
per year, as currently provided for in an employment contract with Commercial
Mutual Insurance Company (“CMIC”), to fulfill his duties and responsibilities as
Chairman of the Board and Chief Investment Officer of CMIC. Such permitted
activity is subject to a reduction in Base Salary under the Employment Agreement
on a dollar-for-dollar basis to the extent of the salary payable by CMIC to Mr.
Goldstein pursuant to the CMIC employment contract, which is currently $150,000
per year. CMIC is a New York property and casualty insurer.
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END
The following table sets forth certain
information concerning unexercised options held by Barry B. Goldstein, our Chief
Executive Officer, as of December 31, 2007:
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Name
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Number
of Securities Underlying
Unexercised Options
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Number
of Securities Underlying
Unexercised Options
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Option
Exercise
P
rice
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Option
Expiration
Date
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Exercisable
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Une
xercisable
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Barry
B. Goldstein
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32,500
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97,500(1)
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$2.06
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10/16/12
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___________
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(1)
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Such
options are exercisable to the extent of 32,500 shares effective as of
October 16, 2008, 2009 and 2010.
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Termination of Employment
and
Change-in-Control
Arrangements
Pursuant
to the Employment Agreement with Mr. Goldstein and as provided for in his prior
employment agreement which expired on April 1, 2007, Mr. Goldstein would be
entitled, under certain circumstances, to a payment equal to one and one-half
times his then annual salary in the event of the termination of his employment
following a change of control of DCAP. In addition, in the event Mr.
Goldstein’s employment is terminated by us without cause or he resigns with good
reason (each as defined in the Employment Agreement), Mr. Goldstein will be
entitled to receive his base salary and bonuses for the remainder of the
term.
DIRECTOR
COMPENSATION
The
following table sets forth certain information concerning the compensation of
our directors for the fiscal year ended December 31, 2007:
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Name
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Fees
Earned or
Paid in Cash
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Option
Awards
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Total
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Morton
L. Certilman
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$22,250
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-
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$22,250
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Jay
M. Haft
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$22,750
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-
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$22,750
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David
A. Lyons
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$29,250
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-(1)
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$29,250
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Jack
D. Seibald
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$24,250
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-
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$24,250
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____________
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(1)
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As
of December 31, 2007, Mr. Lyons held options for the purchase of 20,000
common shares.
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Our
non-employee directors are entitled to receive compensation for their services
as directors as follows:
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·
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$10,000
per annum (1)
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·
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additional
$3,500 per annum for committee chair (1)
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·
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$350
per Board meeting attended ($175 if telephonic)
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·
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$200
per committee meeting attended ($100 if
telephonic)
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__________
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(1)
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One-half
payable in stock; other one-half payable in stock or, at the director’s
option, in cash.
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Effective
January 1, 2009, the annual fee for serving as a director will be reduced to
$8,333.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS
AND MANAGEMENT
Security
Ownership
The
following table sets forth certain information as of October 22, 2008 regarding
the beneficial ownership of our common shares by (i) each person who we believe
to be the beneficial owner of more than 5% of our outstanding common shares,
(ii) each present director, (iii) each person listed in the Summary Compensation
Table under “Executive Compensation,” and (iv) all of our present executive
officers and directors as a group:
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Name
and Address
of Beneficial Owner
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Number
of Shares
Beneficially Owned
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Approximate
Percent of Class
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Barry
B. Goldstein
1158
Broadway
Hewlett,
New York
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763,078(1)(2)
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25.1%
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Michael
Feinsod
Infinity
Capital Partners, L.P.
767
Third Avenue, 16th Floor
New
York, New York
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487,495(1)(3)
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16.4%
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AIA
Acquisition Corp
6787
Market Street
Upper
Darby, Pennsylvania
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361,600(4)
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11.0%
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Jack
D. Seibald
1336
Boxwood Drive West
Hewlett
Harbor, New York
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238,065(1)(5)
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8.0%
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Morton
L. Certilman
90
Merrick Avenue
East
Meadow, New York
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179,829(1)
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6.0%
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Jay
M. Haft
69
Beaver Dam Road
Salisbury,
Connecticut
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165,797(1)(6)
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5.6%
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David
A. Lyons
252
Brookdale Road
Stamford,
Connecticut
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29,581(7)
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1.0%
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All
executive officers
and
directors as a group
(5
persons)
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1,863,845(1)(2)(3)
(5)(6)(7)
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61.0%
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__________
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(1)
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Based
upon Schedule 13D filed under the Securities Exchange Act of 1934, as
amended, and other information that is publicly
available.
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(2)
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Includes
(i) 8,500 shares held by Mr. Goldstein’s children, (ii) 11,900 shares held
in a retirement trust for the benefit of Mr. Goldstein and (iii) 65,000
shares issuable upon the exercise of options that are exercisable
currently or within 60 days. Excludes shares beneficially owned by AIA
Acquisition Corp. (“AIA”) of which members of Mr. Goldstein’s family are
principal stockholders. Mr. Goldstein disclaims beneficial
ownership of the shares held by his children and retirement trust and the
shares owned by AIA.
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|
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(3)
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Shares
are owned by Infinity Capital Partners, L.P. (“Partners”). Each of (i)
Infinity Capital, LLC (“Capital”), as the general partner of Partners,
(ii) Infinity Management, LLC (“Management”), as the Investment Manager of
Partners, and (iii) Michael Feinsod, as the Managing Member of Capital and
Management, the General Partner and Investment Manager, respectively, of
Partners, may be deemed to be the beneficial owners of the shares held by
Partners. Pursuant to the Schedule 13D filed under the Securities Exchange
Act of 1934, as amended, by Partners, Capital, Management and Mr. Feinsod,
each has sole voting and dispositive power over the
shares.
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(4)
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Based
upon Schedule 13G filed under the Securities Exchange Act of 1934, as
amended, and other information that is publicly available. Includes
312,000 shares issuable upon the conversion of preferred shares that are
currently convertible.
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|
|
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(5)
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Includes
(i) 113,000 shares owned jointly by Mr. Seibald and his wife, Stephanie
Seibald; (ii) 100,000 shares owned by SDS Partners I, Ltd., a limited
partnership (“SDS”); (iii) 3,000 shares owned by Boxwood FLTD Partners, a
limited partnership (“Boxwood”); (iv) 3,000 shares owned by Stewart
Spector IRA (“S. Spector”); (v) 3,000 shares owned by Barbara Spector IRA
Rollover (“B. Spector”); and (vi) 4,000 shares owned by Karen Dubrowsky
IRA (“Dubrowsky”). Mr. Seibald has voting and dispositive power
over the shares owned by SDS, Boxwood, S. Spector, B. Spector and
Dubrowsky.
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|
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(6)
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Includes
3,076 shares held in a retirement trust for the benefit of Mr.
Haft.
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(7)
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Includes
20,000 shares issuable upon the exercise of currently exercisable
options.
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Securities
Authorized for Issuance Under Equity Compensation
Plans
The
following table sets forth information as of December 31, 2007 with respect to
compensation plans (including individual compensation arrangements) under which
our common shares are authorized for issuance, aggregated as
follows:
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·
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All
compensation plans previously approved by security holders;
and
|
|
·
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All
compensation plans not previously approved by security
holders.
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EQUITY
COMPENSATION PLAN INFORMATION
|
|
Number
of securities to be issued upon exercise of outstanding options, warrants
and rights
|
Weighted
average exercise price of outstanding options, warrants and
rights
|
Number
of securities remaining available for future issuance under equity
compensation plans (excluding securities reflected in column
(a))
|
|
Equity
compensation plans approved by security holders
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268,624
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$2.55
|
338,876
|
|
Equity
compensation plans not approved by security holders
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-0-
|
-0-
|
-0-
|
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Total
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268,624
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$2.55
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338,876
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CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
Subordinated
Debt Financing
Effective
July 10, 2003, in order to fund our premium finance operations, we obtained
$3,500,000 from a private placement of subordinated debt. The subordinated debt
was initially repayable on January 10, 2006 and provides for interest at the
rate of 12.625% per annum, payable semi-annually. Subject to the consent of
Manufacturers and Traders Trust Company (“M&T”), we have the right to prepay
the subordinated debt. During 2005, we utilized our M&T line of credit then
in effect to repay $2,000,000 of the subordinated debt.
In
consideration of the debt financing, we issued to the lenders warrants for the
purchase of an aggregate of 105,000 of our common shares at an exercise price of
$6.25 per share. The warrants were initially scheduled to expire on January 10,
2006. Effective May 25, 2005, the holders of the remaining $1,500,000 of
subordinated debt agreed to extend the maturity date of the debt to September
30, 2007. The debt extension was given to satisfy a requirement of M&T that
arose in connection with a December 2004 increase in M&T’s revolving line of
credit and an extension of the line to June 30, 2007. In consideration for the
extension of the due date for the subordinated debt, we extended the expiration
date of warrants held by the debtholders for the purchase of 97,500 common
shares to September 30, 2007. Between March 2007 and September 2007, the holders
of the outstanding subordinated debt agreed to a further extension of the due
date to September 30, 2008. In consideration for such further extension, we
further extended the expiration date of the warrants held by the debtholders to
September 30, 2008.
In August
2008, the maturity date was further extended from September 30, 2008 to July 10,
2009 (or earlier if certain conditions are met). In exchange for this extension,
the holders will receive an aggregate incentive payment equal to $10,000 times
the number of months (or partial months) the debt is outstanding after September
30, 2008 through the maturity date. If a prepayment of principal reduces the
debt below $1,500,000, the incentive payment for all subsequent months will be
reduced in proportion to any such reduction to the debt. The aggregate incentive
payment is due upon full repayment of the debt.
One of
the private placement lenders was a retirement trust established for the benefit
of Jack Seibald which loaned us $625,000 and was issued a warrant for the
purchase of 18,750 of our common shares (which expired on September 30, 2008).
Mr. Seibald is one of our principal stockholders and, effective September 2004,
became one of our directors. Mr. Seibald’s retirement trust currently holds
approximately $288,000 of the subordinated debt.
In
September 2007, a limited liability company of which Mr. Goldstein is a minority
member purchased from a debtholder a subordinated note in the approximate
principal amount of $115,000 and a warrant for the purchase of 7,500
shares. In connection with the purchase, the maturity date of the
debt and the expiration date of the warrant were extended as discussed
above. The warrant expired on September 30, 2008.
Commercial
Mutual Insurance Company
On
January 31, 2006, we purchased two surplus notes in the aggregate principal
amount of $3,750,000 issued by Commercial Mutual Insurance Company
(“CMIC”). CMIC is a New York property and casualty
insurer.
Concurrently
with the purchase, the new CMIC Board of Directors elected Barry Goldstein, our
President, Chairman of the Board and Chief Executive Officer, as its Chairman.
Mr. Goldstein had been elected as a director of CMIC in December
2005.
In March
2007, CMIC’s Board of Directors adopted a resolution to convert CMIC from an
advance premium cooperative insurance company to a stock property and casualty
insurance company. CMIC has advised us that it has obtained
permission from the Superintendent of Insurance of the State of New York (the
“Superintendent”) to proceed with the conversion process (subject to certain
conditions as discussed below).
The
conversion by CMIC to a stock property and casualty insurance company is subject
to a number of conditions, including the approval of the plan of conversion,
which was filed with the Superintendent on April 25, 2008, by both the
Superintendent and CMIC’s policyholders. As part of the approval
process, the Superintendent had an appraisal performed with respect to the fair
market value of CMIC as of December 31, 2006. In addition, the
Insurance Department conducted a five year examination of CMIC as of December
31, 2006. We, as a holder of the CMIC surplus notes, at our option, would be
able to exchange the surplus notes for an equitable share of the securities or
other consideration, or both, of the corporation into which CMIC would be
converted. Based upon the amount payable on the surplus notes and the
statutory surplus of CMIC, the plan of conversion provides that, in the event of
a conversion by CMIC into a stock corporation, in exchange for our relinquishing
our rights to any unpaid principal and interest under the surplus notes, we
would receive 100% of the stock of CMIC. It is anticipated that the
conversion will occur prior to December 31, 2008. No assurances can
be given that the conversion will occur or as to the terms of the
conversion.
Exchange
of Preferred Stock
Effective
March 23, 2007, the mandatory redemption date for the preferred shares held by
AIA Acquisition Corp. (“AIA”) was extended from April 30, 2007 to April 30, 2008
through the issuance of Series B preferred shares in exchange for an equal
number of Series A preferred shares held by AIA.
Effective
April 16, 2008, the mandatory redemption date for the preferred shares held by
AIA was further extended to April 30, 2009 through the issuance of Series C
preferred shares in exchange for an equal number of Series B preferred shares
held by AIA. In addition, the Series C preferred shares provide for
dividends at the rate of 10% per annum (as compared to 5% per annum for the
Series B preferred shares).
Effective
August 23, 2008, the mandatory redemption date for the preferred shares held by
AIA was further extended to July 31, 2009 through the issuance of Series D
preferred shares in exchange for an equal number of Series C preferred shares
held by AIA.
The
current aggregate redemption amount for the Series D preferred shares held by
AIA is $780,000, plus accumulated and unpaid dividends. The Series D preferred
shares are convertible into our common shares at a price of $2.50 per share.
Members of the family of Barry Goldstein, our Chief Executive Officer, are
principal stockholders of AIA held by AIA.
Relationship
Certilman
Balin Adler & Hyman, LLP, a law firm with which Mr. Certilman is affiliated,
serves as our counsel. It is presently anticipated that such firm
will continue to represent us and will receive fees for its services at rates
and in amounts not greater than would be paid to unrelated law firms performing
similar services.
PROPOSAL
1: ELECTION OF DIRECTORS
Six
directors are to be elected at the meeting to serve until the next annual
meeting of stockholders and until their respective successors shall have been
elected and have qualified.
Our
Restated Certificate of Incorporation provides for cumulative voting of shares
for the election of directors. This means that each stockholder has
the right to cumulate his votes and give to one or more nominees as many votes
as equals the number of directors to be elected (six) multiplied by the number
of shares he is entitled to vote. A stockholder may therefore cast
his votes for one nominee or distribute them among two or more of the
nominees.
Nominees
for Directors
All six
of the nominees are currently members of our Board. The following
table sets forth each nominee’s age as of October 22, 2008, the positions and
offices presently held by him with us, and the year in which he became a
director.
The Board
recommends a vote FOR all nominees. The person named as proxy intends to vote
cumulatively all shares represented by proxies equally among all nominees for
election as directors, unless proxies are marked to the
contrary.
|
Name
|
Age
|
Positions and Offices Held
|
Director
Since
|
|
|
|
|
|
|
Barry
B. Goldstein
|
55
|
President,
Chairman of the Board, Chief Executive Officer, Treasurer and
Director
|
2001
|
|
Morton
L. Certilman
|
76
|
Secretary
and Director
|
1989
|
|
Michael
R. Feinsod
|
37
|
Director
|
2008
|
|
Jay
M. Haft
|
72
|
Director
|
1989
|
|
David
A. Lyons
|
59
|
Director
|
2005
|
|
Jack
D. Seibald
|
47
|
Director
|
2004
|
Barry
B. Goldstein
Mr.
Goldstein was elected our President, Chief Executive Officer, Chairman of the
Board, and a director in March 2001 and our Treasurer in May 2001. He served as
our Chief Financial Officer from March 2001 to November 2007. Since
January 2006, Mr. Goldstein has served as Chairman of the Board of Commercial
Mutual Insurance Company, a New York property and casualty insurer, as well as
Chairman of its Executive Committee. In August 2008, Mr. Goldstein was appointed
Chief Investment Officer of CMIC. From April 1997 to December 2004, he served as
President of AIA Acquisition Corp., which operated insurance agencies in
Pennsylvania and which sold substantially all of its assets to us in May 2003.
Mr. Goldstein received his B.A. and M.B.A. from State University of New York at
Buffalo, and has been a certified public accountant since 1979.
Morton
L. Certilman
Mr.
Certilman served as our Chairman of the Board from February 1999 until March
2001. From October 1989 to February 1999, he served as our President. He was
elected our Secretary in May 2001 and has served as one of our directors since
1989. Mr. Certilman has been engaged in the practice of law since 1956 and is
affiliated with the law firm of Certilman Balin Adler & Hyman, LLP. Mr.
Certilman is Chairman of the Long Island Museum of Science and Technology, and
was formerly Chairman of the Long Island Regional Planning Board, the Nassau
County Coliseum Privatization Commission, and the Northrop/Grumman Master
Planning Council. He served as a director of the Long Island Association and the
New Long Island Partnership for a period of ten years and currently serves as a
director of the Long Island Sports Commission. Mr. Certilman has lectured
extensively before bar associations, builders’ institutes, title companies, real
estate institutes, banking and law school seminars, The Practicing Law
Institute, The Institute of Real Estate Management and at annual conventions of
such organizations as the National Association of Home Builders, the Community
Associations Institute and the National Association of Corporate Real Estate
Executives. He was a member of the faculty of the American Law
Institute/American Bar Association, as well as the Institute on Condominium and
Cluster Developments of the University of Miami Law Center. Mr. Certilman has
written various articles in the condominium field, and is the author of the New
York State Bar Association Condominium Cassette and the Condominium portion of
the State Bar Association book on Real Property Titles. Mr. Certilman received
an LL.B. degree,
cum
laude
, from Brooklyn
Law School.
Michael
R. Feinsod
Mr.
Feinsod has been Chief Executive Officer of Ameritrans Capital Corporation, a
closed-end investment company, since October 10, 2008. Mr. Feinsod has been
President of Ameritrans Capital since November 2006 and also serves as its Chief
Compliance Officer. He serves as Senior Vice President of Elk Associates Funding
Corporation, a subsidiary of Ameritrans Capital, and has served as a director of
Ameritrans Capital and Elk Associates Funding Corporation since December
2005. Since January 1999, Mr. Feinsod has been Managing Member of
Infinity Capital, LLC, an investment management company. He served as
an investment analyst and portfolio manager at Mark Boyar & Company, Inc., a
broker-dealer, from June 1997 to January 1999. He is admitted to
practice law in New York and served as an associate in the Corporate Law
Department of Paul, Hastings, Janofsky & Walker LLP from 1996 to 1997. Mr.
Feinsod holds a Juris Doctorate degree from Fordham University School of Law and
a Bachelor of Arts degree from George Washington
University.
Jay
M. Haft
Mr. Haft
served as our Vice Chairman of the Board from February 1999 until March 2001.
From October 1989 to February 1999, he served as our Chairman of the Board. He
has served as one of our directors since 1989. Mr. Haft has been engaged in the
practice of law since 1959 and since 1994 has served as counsel to Parker Duryee
Rosoff & Haft (and since December 2001, its successor, Reed Smith). From
1989 to 1994, he was a senior corporate partner of Parker Duryee. Mr. Haft is a
strategic and financial consultant for growth stage companies. He is active in
international corporate finance and mergers and acquisitions. Mr. Haft also
represents emerging growth companies. He has actively participated in strategic
planning and fund raising for many high-tech companies, leading edge medical
technology companies and marketing companies. Mr. Haft has been a partner of
Columbus Nova, a private investment firm, since 2000. He is a director of a
number of public and private corporations, including DUSA Pharmaceuticals, Inc.,
whose securities are traded on Nasdaq, and also serves on the Board of the
United States-Russian Business Counsel. Mr. Haft is a past member of the Florida
Commission for Government Accountability to the People, a past national trustee
and Treasurer of the Miami City Ballet, and a past Board member of the Concert
Association of Florida. He is also a past trustee of Florida International
University Foundation and previously served on the advisory board of the
Wolfsonian Museum and Florida International University Law School. Mr. Haft
received B.A. and LL.B. degrees from Yale University.
David
A. Lyons
Mr. Lyons
has served since 2004 as a principal of Den Ventures, LLC, a consulting firm
focused on business, financing, and merger and acquisition strategies for public
and private companies. From 2002 until 2004, Mr. Lyons served as a managing
partner of the Nacio Investment Group, and President of Nacio Systems, Inc., a
managed hosting company that provides outsourced infrastructure and
communication services for mid-size businesses. Prior to forming the Nacio
Investment Group, Mr. Lyons served as Vice President of Acquisitions for
Expanets, Inc., a national provider of converged communications solutions.
Previously, he was Chief Executive Officer of Amnex, Inc. and held various
executive management positions at Walker Telephone Systems, Inc. and Inter-tel,
Inc. He has served as one of our directors since July 2005.
Jack
D. Seibald
Mr.
Seibald is a Managing Director of Concept Capital, a division of SMH Capital,
Inc., a broker-dealer. Mr. Seibald has been affiliated with SMH Capital, Inc.
and its predecessor firms since 1995 and is a registered representative with
extensive experience in equity research and investment management dating back to
1983. Since 1997, Mr. Seibald has also been a Managing Member of Whiteford
Advisors, LLC, an investment management firm. He began his career at Oppenheimer
& Co. and has also been affiliated with Salomon Brothers, Morgan Stanley
& Co. and Blackford Securities. Mr. Seibald is a member of the Board of
Directors of Commercial Mutual Insurance Company, a New York property and
casualty insurer, and serves as Chairman of its Investments Committee. He holds
an M.B.A. from Hofstra University and a B.A. from George Washington University.
He has served as one of our directors since 2004.
Family
Relationships
There are
no family relationships among any of our executive officers and
directors.
Term
of Office
Each
director will hold office until the next annual meeting of stockholders and
until his successor is elected and qualified or until his earlier resignation or
removal. Each executive officer will hold office until the initial
meeting of the Board of Directors following the next annual meeting of
stockholders and until his successor is elected and qualified or until his
earlier resignation or removal.
Committees
Audit
Committee
The Audit
Committee of the Board of Directors is responsible for overseeing our accounting
and financial reporting processes and the audits of our financial
statements. The responsibilities and duties of the Audit Committee
include the following:
·
assist
the Board of Directors in fulfilling its responsibilities by
reviewing
|
·
|
the
financial reports provided by us to the Securities and Exchange
Commission, our stockholders or to the general public,
and
|
|
·
|
our
internal financial and accounting
controls,
|
|
·
|
oversee
the appointment, compensation, retention and oversight of the work
performed by any independent public accountants engaged by
us,
|
|
·
|
recommend,
establish and monitor procedures designed to improve the quality and
reliability of the disclosure of our financial condition and results of
operations,
|
|
·
|
recommend,
establish and monitor procedures designed to
facilitate
|
|
·
|
the
receipt, retention and treatment of complaints relating to accounting,
internal accounting controls or auditing matters
and
|
|
·
|
the
receipt of confidential, anonymous submissions by employees of concerns
regarding questionable accounting or auditing
matters.
|
The
members of our Board’s Audit Committee currently are Messrs. Lyons, Haft and
Seibald. Our Board has adopted a written charter for the Audit
Committee. A copy of the charter is available on our website,
www.dcapgroup.com
.
Nominating
Committee
The
Nominating Committee of the Board of Directors is responsible for assisting the
Board in identifying and recruiting qualified individuals to become Board
members and select director nominees to be presented for Board and/or
stockholder approval. The members of the Nominating Committee
currently are Messrs. Seibald and Lyons. Our Board has adopted a
written charter for the Nominating Committee. A copy of the charter
is available on our website,
www.dcapgroup.com
. The
Nominating Committee will consider qualified director candidates recommended by
stockholders if such recommendations are provided in accordance with the
procedures set forth in the section entitled “Stockholder Proposals -
Stockholder Nominees” below. At this time, the Nominating Committee
has not adopted minimum criteria for consideration of a proposed candidate for
nomination.
Compensation
Committee
The
Compensation Committee of the Board of Directors is responsible for the
management of our business and affairs with respect to the compensation of our
employees, including the determination of the compensation for our Chief
Executive Officer and our other executive officers, the approval of one or more
stock option plans and other compensation plans covering our employees, and the
grant of stock options and other awards pursuant to stock option plans and other
compensation plans. The members of the Compensation Committee currently are
Messrs. Seibald, Haft and Lyons. The Compensation Committee does not
currently have a charter.
The Compensation Committee may form and
delegate authority to subcommittees and may delegate authority to one or more
designated members of the Compensation Committee. Our Chief Executive
Officer assists the Compensation Committee from time to time by advising on a
variety of compensation matters, such as assisting the Compensation Committee in
determining appropriate salaries and bonuses for our executive
officers. The Compensation Committee has the authority to consult
with management and to engage the services of outside advisors, experts and
others to assist it in its efforts. In March 2007, the Compensation
Committee retained James F. Reda & Associates, LLC as compensation
consultant to the Compensation Committee with respect to the compensation
payable to our Chief Executive Officer and our other employees. The
compensation consultant reported directly to the Compensation
Committee. All projects performed by the compensation consultant were
reviewed, discussed and approved by the Compensation Committee.
Report
of the Audit Committee
In
overseeing the preparation of DCAP’s financial statements as of December 31,
2007 and for the years ended December 31, 2007 and 2006, the Audit Committee met
with management to review and discuss all financial statements prior to their
issuance and to discuss significant accounting issues. Management
advised the Committee that all financial statements were prepared in accordance
with generally accepted accounting principles, and the Committee discussed the
statements with management. The Committee also discussed with Holtz
Rubenstein Reminick LLP, DCAP’s outside auditors, the matters required to be
discussed by Statement on Auditing Standards No. 61, as amended (AICPA,
Professional Standards, Vol. 1 AU section 380), as adopted by the Public Company
Accounting Oversight Board in Rule 3200T.
The
Committee received the written disclosures and letter from Holtz Rubenstein
Reminick LLP required by Independence Standards Board Standard No. 1
(Independence Standards Board Standard No. 1, Discussions with Audit
Committees), as adopted by the Public Company Accounting Oversight Board in Rule
3600T, and the Committee discussed the independence of Holtz Rubenstein Reminick
LLP with that firm.
On the
basis of these reviews and discussions, the Committee recommended to the Board
of Directors that the audited financial statements be included in DCAP’s Annual
Report on Form 10-KSB for the fiscal year ended December 31, 2007, for filing
with the Securities and Exchange Commission.
Members
of the Audit Committee
David A.
Lyons
Jay M.
Haft
Jack D.
Seibald
Meetings
Our Board
of Directors held eight meetings during the fiscal year ended December 31,
2007.
The Audit
Committee of the Board of Directors held five meetings during the fiscal year
ended December 31, 2007.
The
Nominating Committee of the Board of Directors held one meeting during the
fiscal year ended December 31, 2007.
The
Compensation Committee of the Board of Directors held six meetings during the
fiscal year ended December 31, 2007.
Each of
Messrs. Certilman and Haft attended fewer than 75% of the aggregate of the total
number of meetings of the Board and the total number of meetings held by all
committees of the Board on which he served during 2007.
We do not
have a formal policy regarding director attendance at our annual meeting of
stockholders. However, all directors are encouraged to attend. Four
of the five Board members were in attendance at last year’s annual meeting of
stockholders.
Communications
with Board of Directors
Any
security holder who wishes to communicate with our Board of Directors or a
particular director should send the correspondence to the Board of Directors,
DCAP Group, Inc., 1158 Broadway, Hewlett, New York 11557, Attn: Corporate
Secretary. Any such communication so addressed will be forwarded by
the Corporate Secretary to the members or a particular member of the
Board.
Audit
Committee Financial Expert
Our Board
of Directors has determined that Mr. Lyons is an “audit committee financial
expert,” as that is defined in Item 401(e)(2) of Regulation S-B. Mr.
Lyons is an “independent director” based on the definition of independence in
Rule 4200(a)(15) of the listing standards of The Nasdaq Stock
Market.
Section
16(a) Beneficial Ownership Reporting Compliance
Section
16 of the Exchange Act requires that reports of beneficial ownership of common
shares and changes in such ownership be filed with the Securities and Exchange
Commission by Section 16 “reporting persons,” including directors, certain
officers, holders of more than 10% of the outstanding common shares and certain
trusts of which reporting persons are trustees. We are required to disclose in
this Annual Report each reporting person whom we know to have failed to file any
required reports under Section 16 on a timely basis during the fiscal year ended
December 31, 2007. To our knowledge, based solely on a review of copies of Forms
4 filed with the Securities and Exchange Commission and written representations
that no other reports were required, during the fiscal year ended December 31,
2007, our officers, directors and 10% stockholders complied with all Section
16(a) filing requirements applicable to them, except that Michael Feinsod, a 10%
stockholder and, effective October 2008, one of our directors, filed his Form 3
late and, on four occasions, Mr. Feinsod filed a Form 4
late. On three of the four occasions, one transaction was
reported late. On one occasion, four transactions were reported
late.
Director
Independence
Board
of Directors
Our Board
of Directors is currently comprised of Barry B. Goldstein, Morton L. Certilman,
Michael R. Feinsod, Jay M. Haft, David A. Lyons and Jack D.
Seibald. Each of Messrs. Certilman, Feinsod, Haft, Lyons and Seibald
is currently an “independent director” based on the definition of independence
in Rule 4200(a)(15) of the listing standards of The Nasdaq Stock
Market.
Audit
Committee
The
members of our Board’s Audit Committee currently are Messrs. Lyons, Haft and
Seibald, each of whom is an “independent director” based on the definition of
independence in Rule 4200(a)(15) of the listing standards of The Nasdaq Stock
Market and Rule 10A-3(b)(1) under the Securities Exchange Act of
1934.
Nominating
Committee
The
members of our Board’s Nominating Committee currently are Messrs. Seibald and
Lyons, each of whom is an “independent director” based on the definition of
independence in Rule 4200(a)(15) of the listing standards of The Nasdaq Stock
Market.
Compensation
Committee
The
members of our Board’s Compensation Committee currently are Messrs. Seibald,
Haft and Lyons, each of whom is an “independent director” based on the
definition of independence in Rule 4200(a)(15) of the listing standards of The
Nasdaq Stock Market.
PROPOSAL 2: AMENDMENT TO
CERTIFICATE OF INCORPORATION
TO CHANGE NAME
As
discussed above, we hold two surplus notes in the aggregate principal amount of
$3,750,000 issued by Commercial Mutual Insurance Company
(“CMIC”). CMIC is a New York property and casualty
insurer.
In March 2007, CMIC’s Board of
Directors adopted a resolution to convert CMIC from an advance premium
cooperative insurance company to a stock property and casualty insurance
company.
We, as a holder of the CMIC surplus
notes, at our option, would be able to exchange the surplus notes for an
equitable share of the securities or other consideration, or both, of the
corporation into which CMIC would be converted. Based upon the amount
payable on the surplus notes and the statutory surplus of CMIC, the plan of
conversion provides that, in the event of a conversion by CMIC into a stock
corporation, in exchange for our relinquishing our rights to any unpaid
principal and interest under the surplus notes, we would receive 100% of the
stock of CMIC. It is anticipated that the conversion will occur prior
to December 31, 2008. No assurances can be given that the conversion
will occur or as to the terms of the conversion.
It is contemplated by CMIC that, upon
such conversion, it will change its name to “Kingstone Insurance
Company.” Our Board of Directors has determined that, subject to the
consummation of the conversion of CMIC into a stock corporation and our
obtaining a controlling equity interest therein, it would be in the best
interest of DCAP and its stockholders to amend our Certificate of Incorporation
to change our name to “Kingstone Companies, Inc.” The Board of
Directors believes that the proposed new name for DCAP will be more identifiable
with its property and casualty insurance operations (which will be our primary
business following the CMIC conversion) and that, accordingly, its adoption will
enhance our competitive position in our new business. The amendment
to the Certificate of Incorporation to change our name will not be effected if
the CMIC conversion does not occur.
Recommendation
and Required Vote
The
affirmative vote of the holders of a majority of all of our outstanding common
shares is required for approval of this proposal.
The Board of Directors recommends a
vote FOR the adoption of the proposed amendment to the Certificate of
Incorporation.
INDEPENDENT
PUBLIC ACCOUNTANTS
Holtz
Rubenstein Reminick, LLP has served as our auditors since 1990 and was selected
as our independent public accountants with respect to the fiscal year ended
December 31, 2007. We have not yet selected our auditors for the
current fiscal year. Our Audit Committee will review Holtz Rubenstein
Reminick’s proposal with respect to the audit prior to making a determination
regarding the engagement.
It is not
expected that a representative of Holtz Rubenstein Reminick will attend the
meeting.
The
following is a summary of the fees billed to us by Holtz Rubenstein Reminick
LLP, our independent auditors, for professional services rendered for the fiscal
years ended December 31, 2007 and December 31, 2006:
|
Fee
Category
|
|
Fiscal
2007 Fees
|
|
|
Fiscal
2006 Fees
|
|
|
Audit
Fees(1)
|
|
$
|
116,000
|
|
|
$
|
87,425
|
|
|
Audit-Related
Fees(2)
|
|
|
-
|
|
|
|
-
|
|
|
Tax
Fees(3)
|
|
|
28,000
|
|
|
|
34,000
|
|
|
All
Other Fees(4)
|
|
|
8,419
|
|
|
|
15,485
|
|
|
Total
Fees
|
|
$
|
152,419
|
|
|
$
|
136,910
|
|
_____________________
|
(1)
|
Audit
Fees consist
of aggregate fees billed
for professional services rendered for the audit of
our annual financial statements and review of the interim financial
statements included in quarterly reports or services that
are normally provided by
the independent auditors
in connection with statutory and
regulatory filings or engagements for the fiscal years ended
December 31, 2007 and December 31, 2006, respectively.
|
|
|
|
|
(2)
|
Audit-Related
Fees consist of aggregate fees billed for assurance and related services
that are reasonably related to the performance of the audit or review of
our financial statements and are not reported under “Audit
Fees.”
|
|
|
|
|
(3)
|
Tax
Fees consist of aggregate fees billed for preparation of our federal and
state income tax returns and other tax compliance
activities.
|
|
|
|
|
(4)
|
All
Other Fees consist of aggregate fees billed for products and services
provided by Holtz Rubenstein Reminick LLP, other than those disclosed
above. These fees related to the audits of our wholly-owned subsidiary,
DCAP Management Corp., and general accounting consulting
services.
|
The Audit
Committee is responsible for the appointment, compensation and oversight of the
work of the independent auditors and approves in advance any services to be
performed by the independent auditors, whether audit-related or
not. The Audit Committee reviews each proposed engagement to
determine whether the provision of services is compatible with maintaining
the independence of the independent auditors. All of the fees shown
above were pre-approved by the Audit Committee.
STOCKHOLDER
PROPOSALS
Stockholder
proposals intended to be presented at our next annual meeting of stockholders
pursuant to the provisions of Rule 14a-8 of the Securities and Exchange
Commission, promulgated under the Securities Exchange Act of 1934, as amended,
must be received at our offices in Hewlett, New York by July 3, 2009 for
inclusion in our proxy statement and form of proxy relating to such
meeting.
The
following requirements with respect to stockholder proposals and stockholder
nominees to our Board of Directors are included in our By-Laws.
Stockholder
Proposals
In order
for a stockholder to make a proposal at an annual meeting of stockholders, under
our By-Laws, timely notice must be received by us in advance of the
meeting. To be timely, the proposal must be received by our Secretary
at our principal executive offices (as provided below) on a date which is not
less than 60 days nor more than 90 days prior to the date which is one year from
the date of the mailing of the proxy statement for the prior year’s annual
meeting of stockholders. If during the prior year we did not hold an
annual meeting, or if the date of the meeting for which a stockholder intends to
submit a proposal has changed more than 30 days from the date of the meeting in
the prior year, then the notice must be received a reasonable time before we
mail the proxy statement for the current year. A stockholder’s notice
must set forth as to each matter the stockholder proposes to bring before the
annual meeting certain information regarding the proposal, including the
following:
|
·
|
a
brief description of the business desired to be brought before the meeting
and the reasons for conducting such business at such
meeting;
|
|
·
|
the
name and address of the stockholder proposing such
business;
|
|
·
|
the
class and number of our shares which are beneficially owned by such
stockholder; and
|
|
·
|
any
material interest of such stockholder in such
business.
|
Stockholder
Nominees
In order
for a stockholder to nominate a candidate for director, under our By-Laws,
timely notice of the nomination must be received by us in advance of the
meeting. To be timely, the notice must be received at our principal
executive offices (as provided below) not less than 60 days nor more than 90
days prior to the meeting; however, if less than 70 days
=
notice of
the date of the meeting is given to stockholders and public disclosure of the
meeting date, pursuant to a press release, is either not made at all or is made
less than 70 days prior to the meeting date, notice by a stockholder to be
timely made must be so received no later than the close of business on the tenth
day following the earlier of the following:
|
·
|
the
day on which the notice of the date of the meeting was mailed to
stockholders, or
|
|
·
|
the
day on which such public disclosure of the meeting date was
made.
|
The
stockholder sending the notice of nomination must describe various matters,
including such information as:
|
·
|
the
name, age, business and residence addresses, occupation or employment and
shares held by the nominee;
|
|
·
|
any
other information relating to such nominee required to be disclosed in a
proxy statement; and
|
|
·
|
the
name, address and number of shares held by the
stockholder.
|
These
requirements are separate from and in addition to the requirements a stockholder
must meet to have a proposal included in our proxy statement.
Any
notice given pursuant to the foregoing requirements must be sent to our
Corporate Secretary at 1158 Broadway, Hewlett, New York 11557.
The foregoing is only a summary of
the provisions of our By-Laws that relate to stockholder proposals and
stockholder nominations for director. Any stockholder desiring a copy
of our By-Laws will be furnished one without charge upon receipt of a written
request therefor.
OTHER
BUSINESS
While the
accompanying Notice of Annual Meeting of Stockholders provides for the
transaction of such other business as may properly come before the meeting, we
have no knowledge of any matters to be presented at the meeting other than that
listed as Proposals 1 and 2 in the notice. However, the enclosed proxy gives
discretionary authority in the event that any other matters should be
presented.
FORM
10-KSB
This
proxy statement is accompanied by a copy of our Annual Report on Form 10-KSB for
the year ended December 31, 2007 (excluding exhibits). We may charge
a fee equal to our reasonable expenses in furnishing the exhibits.
|
|
|
Barry
B. Goldstein
Chief
Executive Officer
|
|
Hewlett,
New York
October
31, 2008
DCAP
GROUP, INC.
This
Proxy is Solicited on Behalf of the Board of Directors
The
undersigned hereby appoints Barry B. Goldstein as proxy, with the power to
appoint his substitute, and hereby authorizes him to represent and vote, as
designated on the reverse side, all the common shares of DCAP Group, Inc. (the
“Company”) held of record by the undersigned at the close of business on October
22, 2008 at the Annual Meeting of Stockholders to be held on November 26, 2008
or any adjournment thereof.
(Continued
and to be signed on the reverse side)
ANNUAL
MEETING OF STOCKHOLDERS OF
DCAP
GROUP, INC.
NOVEMBER
26, 2008
Please
date, sign and mail
your
proxy card in the
envelope
provided as soon
as
possible.
Please
detach along perforated line and mail in the envelope
provided.
PLEASE
SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK
YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE
__X __
1. Election
of Directors:
□
FOR ALL NOMINEES
□
WITHHOLD AUTHORITY FOR ALL
NOMINEES
□
FOR ALL EXCEPT
(See
instructions below)
NOMINEES
:
|
□ Barry
B. Goldstein
|
|
|
□ Michael
R. Feinsod
|
|
|
□ Morton
L. Certilman
|
|
|
□ Jay
M. Haft
|
|
|
□ David
A. Lyons
|
|
|
□ Jack
D. Seibald
|
|
The
Company’s Restated Certificate of Incorporation provides for cumulative voting
of shares for the election of directors, which means that each stockholder has
the right to cumulate his votes and give to one or more nominees as many votes
as equals the number of directors to be elected (six) multiplied by the number
of shares he is entitled to vote. A stockholder may therefore cast
his votes for one nominee or distribute them among two or more of the
nominees. A vote FOR includes discretionary authority to cumulate
votes among nominees. To cumulate specifically votes for any nominee, set forth
the number of votes after each nominee.
Instruction
: To
withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT”
and fill in the circle next to each nominee you wish to withhold.
2. Proposal
to approve an amendment to the Company’s Certificate of Incorporation to change
the Company’s name to “Kingstone Companies, Inc.”
3. In
his discretion, the proxy is authorized to vote upon such other business as may
properly come before the meeting.
This
proxy, when properly executed, will be voted in the manner directed by the
undersigned stockholder.
If no direction is made, this proxy
will be voted FOR the election of the named nominees as directors and FOR
Proposal 2.
To change
the address on your account, please check the box at right and indicate your new
address in the space above. Please note that changes to the
registered name(s) on the account may not be submitted via this method.
□
Signature
of Stockholder ________________________ Date:_________________
Signature
of Stockholder ________________________ Date:_________________
Note
: Please sign exactly as
name appears above. When shares are held jointly, each holder should
sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such. If a corporation, please
sign in full corporate name by duly authorized officer, giving full title as
such. If a partnership or limited liability company, please sign in
partnership or limited liability company name by authorized person.
Unity Wealth Partners Dy... (NASDAQ:DCAP)
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