-----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, VCtqpy3QuymSqhSvfsPyG0q+B52I4pvNAAIz+RPKmOLEFYXrN2wt1tyMUY5/Ff6W 2jWyHc5hCqsdgeBkiPx4dQ== /in/edgar/work/0000950144-00-014513/0000950144-00-014513.txt : 20001130 0000950144-00-014513.hdr.sgml : 20001130 ACCESSION NUMBER: 0000950144-00-014513 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001122 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001129 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INSURANCE MANAGEMENT SOLUTIONS GROUP INC CENTRAL INDEX KEY: 0001063167 STANDARD INDUSTRIAL CLASSIFICATION: [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: 780395 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 g65742e8-k.txt INSURANCE MANAGEMENT SOLUTIONS GROUP, INC 1 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT: NOVEMBER 22, 2000 --------------------------------- (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 (COMMISSION FILE (I.R.S. EMPLOYER JURISDICTION OF NUMBER) IDENTIFICATION NUMBER) INCORPORATION) 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 AND REGULATION FD DISCLOSURE. Insurance Management Solutions Group, Inc. (the "Company") is filing this Current Report on Form 8-K to report that it has received notification from The Nasdaq Stock Market that the Company's common stock will be delisted from trading on the Nasdaq National Market at the opening of business on February 22, 2001. Such notification indicated that this action is being taken by Nasdaq as a result of the failure of the Company's common stock to satisfy the maintenance criteria for continued listing on the Nasdaq National Market. Based upon information presently available to the Company, including the current minimum bid price for the Company's common stock, the Company does not believe it will have grounds to contest such delisting. In light of such action, the Company intends to explore other opportunities to provide a liquid market for its common stock, including possible trading in the over-the-counter (OTC) market, although no assurances can be given that such a liquid market can or will be provided. A copy of the Company's press release, dated November 29, 2000, announcing the foregoing events, is filed as Exhibit 99 to this current report on Form 8-K. Certain statements contained in this report, including statements regarding the pending delisting of the Company's common stock from trading on the Nasdaq National Market and the potential for future trading on the OTC market, and the 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, changes in the market price of the Company's common stock, and difficulties in obtaining or retaining market makers for the Company's common stock. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. NOT APPLICABLE (b) PRO FORMA FINANCIAL INFORMATION. NOT APPLICABLE -1- 3 (c) EXHIBITS. 99 Press Release, dated November 29, 2000 -2- 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 SOLUTIONS GROUP, INC. By: /s/ David M. Howard ----------------------------------------- David M. Howard President and Chief Executive Officer Date: November 29, 2000 -3- 5 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ----------- 99 Press Release, dated November 29, 2000 E-1 EX-99 2 g65742ex99.txt PRESS RELEASE DATED NOVEMBER 29, 2000 1 Exhibit 99 Contacts: David M. Howard President and CEO Gene Marbach Christopher P. Breakiron Vice President Chief Financial Officer Makovsky & Company Insurance Management Solutions Group, Inc. (212) 508-9600 (877) 711-4674 INSURANCE MANAGEMENT SOLUTIONS GROUP ANNOUNCES PENDING DELISTING OF COMMON STOCK BY NASDAQ ST. PETERSBURG, Florida, November 29, 2000 - Insurance Management Solutions Group, Inc. (Nasdaq: INMG), a leading provider of business process outsourcing ("BPO") solutions serving insurance companies and financial institutions (the "Company"), today announced that it has received notification from The Nasdaq Stock Market that the Company's common stock will be delisted from trading on the Nasdaq National Market at the opening of business on February 22, 2001. Such notification indicated that this action is being taken by Nasdaq as a result of the failure of the Company's common stock to satisfy the maintenance criteria for continued listing on the Nasdaq National Market. Based upon information presently available to the Company, including the current minimum bid price for the Company's common stock, the Company does not believe it will have grounds to contest such delisting. David M. Howard, the Company's President and Chief Executive Officer, commented, "In light of the notification of delisting received from Nasdaq, the Company will explore other opportunities to provide a liquid market for its common stock, including possible trading in the over-the-counter (OTC) market." 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 pending delisting of the Company's common stock from trading on the Nasdaq National Market and the potential for future trading on the OTC market, and the 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, changes in the market price of the Company's common stock, and difficulties in obtaining or retaining market makers for the Company's common stock. -----END PRIVACY-ENHANCED MESSAGE-----