-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C5huSvjUttRcFHJ1+jHDF4KqmnX+t0xWswvqC8cIi8NxBLPz5SDM5EnO9wbXqs4I NLNiZYr9btrA6aRiIrArzQ== 0000950144-00-001157.txt : 20000204 0000950144-00-001157.hdr.sgml : 20000204 ACCESSION NUMBER: 0000950144-00-001157 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991014 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INSURANCE MANAGEMENT SOLUTIONS GROUP INC CENTRAL INDEX KEY: 0001063167 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 593422536 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-25273 FILM NUMBER: 522894 BUSINESS ADDRESS: STREET 1: 360 CENTRAL AVENUE CITY: ST PETERSBURG STATE: FL ZIP: 33701 BUSINESS PHONE: 7278032040 MAIL ADDRESS: STREET 1: 360 CENTRAL AVENUE CITY: ST PETERSBURG STATE: FL ZIP: 33701 8-K 1 INSURANCE MANAGEMENT SOLUTIONS GROUP, INC. 1 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: OCTOBER 14, 1999 --------------------------------- (DATE OF EARLIEST EVENT REPORTED) INSURANCE MANAGEMENT SOLUTIONS GROUP, INC. ------------------------------------------ (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) FLORIDA 000-25273 59-3422536 - ------------------------------- ---------------- --------------------- (STATE OR OTHER JURISDICTION OF (COMMISSION FILE (I.R.S. EMPLOYER INCORPORATION) NUMBER) IDENTIFICATION NUMBER) 360 CENTRAL AVENUE ST. PETERSBURG, FLORIDA 33701 - --------------------------------------- ---------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (727) 803-2040 ---------------------------------------------------- (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) 2 ITEM 5. OTHER EVENTS. Insurance Management Solutions Group, Inc. (the "Company") is filing this Current Report on Form 8-K to report certain management changes occurring since October 14, 1999. On October 14, 1999, the Company's Board of Directors increased the size of the Company's Board from nine (9) to ten (10) members by adding a new Class II directorship. David M. Howard, the President of the Company, was elected by the Board to fill the vacancy created thereby, to hold office until the 2002 Annual Meeting of Shareholders or until his successor is duly elected and qualified. Mr. Howard, age 38, joined the Company as President in August 1999. Prior to such time, he spent eleven (11) years with Bankers Insurance Group, Inc. ("BIG"), the Company's majority shareholder and principal customer. From October 31, 1998 until assuming his duties with the Company, Mr. Howard served as Senior Vice President of each of BIG's insurance subsidiaries, namely Bankers Insurance Company, Bankers Life Insurance Company, Bankers Security Insurance Company and First Community Insurance Company. From October 1996 until assuming his duties with the Company, he also served as Senior Vice President of BIG and President of Bankers Insurance Services, Inc., a subsidiary of BIG. Mr. Howard served as President of Bankers Hazard Determination Services, Inc., the flood zone determination services subsidiary of the Company that was merged into its Geotrac of America, Inc. ("Geotrac") subsidiary, from October 1995 to July 1998, and as Executive Vice President of Bankers Insurance Services, Inc. from December 1991 to October 1996. He also has served as a director of Geotrac since July 1998. Prior to joining BIG, Mr. Howard spent several years as an officer in the United States military. He is active in industry organizations and is a member of the Council of Company Executive Officers ("CCEO"). Mr. Howard is a graduate of Central Michigan University. Also on October 14, 1999, Christopher P. Breakiron, formerly the acting Chief Financial Officer, Treasurer and Secretary of the Company, assumed all three positions on a permanent basis. Mr. Breakiron is also a Vice President of the Company and has served in such capacity since April 1999. From July 1997 to August 1999, he served as Controller of the Company. Prior to joining the Company, Mr. Breakiron worked as a senior auditor with Arthur Andersen LLP. On the same date, Kathleen M. Batson resigned as Senior Vice President of the Company in order to become President of IMS Direct, Inc., a wholly-owned subsidiary of the Company. IMS Direct, Inc. is a direct response insurance telemarketing agency licensed in all 50 states that can solicit insurance business, provide quotes, complete applications, bind coverage and service customers for various insurance providers. 2 3 Effective January 11, 2000, Jeffrey S. Bragg, Executive Vice President, Chief Operating Officer and a director of the Company, resigned his positions to pursue personal interests. Mr. Bragg will be retained by the Company on a consulting basis until July, 2000. As a result of Mr. Bragg's resignation, the Company's Board of Directors presently consists of nine (9) members. On January 18, 2000, Robert G. Gantley was appointed as Chief Operating Officer and Vice President of the Company, filling the vacancy created by Mr. Bragg's departure. Mr. Gantley, age 45, served as Vice President - Claims of Insurance Management Solutions, Inc., the Company's principal operating subsidiary, since August 1997. From August 1997 to June 1998, he also served as Vice President - Claims of the Company. Mr. Gantley joined BIG in October, 1996 and served as Vice President - Claims of Bankers Insurance Company, a wholly-owned subsidiary of BIG, until February 1999. Prior to joining BIG, he was Assistant Director of the Massachusetts State Lottery from 1993 to 1996 and spent over fifteen (15) years with Allstate Insurance Group, most recently as a Territorial Claims Manager from 1989 to 1993. Mr. Gantley is a 1977 graduate of Harvard College and has over eighteen (18) years experience in the insurance industry. Also on January 18, 2000, David M. Howard was appointed as Chief Executive Officer of the Company, replacing David K. Meehan, who remains the Chairman of the Board of the Company. A copy of the Company's press release, dated January 31, 2000, announcing certain of the foregoing management changes, as well as the Company's creation of an E-Solutions division focused on the development of Internet solutions primarily directed toward the property and casualty insurance industry, is filed as Exhibit 99 to this current report on Form 8-K. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. NOT APPLICABLE (b) PRO FORMA FINANCIAL INFORMATION. NOT APPLICABLE (c) EXHIBITS. 99 PRESS RELEASE, DATED JANUARY 31, 2000 3 4 SIGNATURE 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 thereunto duly authorized. INSURANCE MANAGEMENT SERVICES GROUP, INC. By: /s/ David M. Howard ------------------------------------------ David M. Howard President and Chief Executive Officer Date: February 3, 2000 4 5 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ----------- 99 Press Release, dated January 31, 2000 E-1 EX-99 2 PRESS RELEASE DATED 1/31/2000 1 Exhibit 99 Contacts: David K. Meehan John D. Menditto Chairman Senior Account Executive David M. Howard Makovsky & Company President and Chief Executive Officer (212) 508-9600 Insurance Management Solutions Group, Inc. (877) 711-4674 INSURANCE MANAGEMENT SOLUTIONS GROUP ANNOUNCES EXECUTIVE PROMOTIONS, E-SOLUTIONS INITIATIVE ST. PETERSBURG, Florida, February 1, 2000 - Insurance Management Solutions Group, Inc. (Nasdaq: INMG) announced today several executive management promotions, as well as the creation of an E-Solutions division. Effective January 18, 2000, David M. Howard, President of Insurance Management Solutions Group, Inc. (the "Company"), also assumed the role of Chief Executive Officer of the Company. David Meehan, who previously served as the Company's Chief Executive Officer, will remain as Chairman of the Board and will oversee the Company's marketing committee. Mr. Meehan will also continue to be involved with sales initiatives specifically related to the reinsurance community and trade associations. Mr. Meehan stated, "The transition to CEO by David Howard reflects our continued confidence in his ability to lead the company with a primary focus toward developing e-commerce solutions for the property and casualty ("P&C") insurance industry, as well as generating new sales opportunities." In addition, Robert G. Gantley, who previously served as Vice President of Claims for the Company's outsourcing operations, was appointed Chief Operating Officer of the Company. Mr. Gantley succeeds Jeff Bragg, who resigned as a director and Chief Operating Officer of the Company to pursue personal interests. Mr. Bragg will continue to assist the Company on a consulting basis through July of this year. Mr. Meehan commented, "Mr. Gantley brings strong organizational skills to our management team and will be responsible for the operational business units of the Company, which includes claims." Additionally, Christopher P. Breakiron, formerly the acting Chief Financial Officer, Treasurer and Secretary of the Company, assumed all three positions on a permanent basis. Mr. Meehan commented, "Our core management team, which has changed significantly since our initial public offering, has recently solidified. These changes are important to the direction the Company is currently pursuing." 2 Also announced is the creation of a new division, E-Solutions. The E-Solutions division will concentrate on the development of Internet solutions primarily directed towards the P&C insurance industry. Mr. Howard commented, "Our E-Solutions group will develop an open architecture solution that will enable P&C insurers to process business over the Internet while maintaining their legacy systems. In addition, the Company's goal is to accept new business through a World Wide Web "front-end" being developed for each of the Company's business units (Flood, Personal Lines and Commercial Lines) by the E-Solutions division. These front-end solutions are expected to be implemented for each business unit over the next six months, as each one is completed. Although the cost benefits of the Company's e-business strategy are not fully determinable at this point, our goal is to positively impact our bottom line by gaining efficiencies through paperless insurance submission." Insurance Management Solutions Group, Inc., (www.outsourceimsg.com), including its subsidiaries, is a provider of business process outsourcing solutions serving insurance companies and financial institutions nationwide. The Company offers a complete menu of policy and claims administration services as well as financial and statistical reporting, flood hazard determinations, training, and marketing support. Certain statements contained in this press release, including statements regarding the anticipated development and expansion of the Company's business, the intent, belief or current expectations of the Company, its directors or its officers, primarily with respect to the future operations and performance of the Company, and other statements contained herein regarding matters that are not historical facts, are "forward-looking" statements (as such term is defined in the Private Securities Litigation Reform Act of 1995). Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to, uncertainties regarding the Company's ability to develop e-commerce solutions on a timely and cost-effective basis, market acceptance of the Company's new services, changes in existing service agreements, difficulties in obtaining new customers and retaining existing customers, difficulties in achieving expected expense reductions as a result of management initiatives, difficulties in determining the potential success of new sales and marketing personnel, changes in the demand for the insurance products offered by the Company's affiliated clients, and those risks and uncertainties discussed in filings made by the Company with the Securities and Exchange Commission, including those risks and uncertainties contained under the heading "Risk Factors" in the Company's Registration Statement on Form S-1 as filed with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----