-----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, Hh436I+Dk67JK4bK0ipkx6by8Z4cjHNu5lXeCtnSEezrLcxh8bb64YR4cTyh1lDx aMPGAqdsN4AOnexVvgwPBg== 0000950144-01-002824.txt : 20010223 0000950144-01-002824.hdr.sgml : 20010223 ACCESSION NUMBER: 0000950144-01-002824 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010130 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010215 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: 1548027 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 g67127e8-k.txt 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: JANUARY 30, 2001 ---------------- (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 (COMMISSION FILE (I.R.S. EMPLOYER OF 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 AND REGULATION FD DISCLOSURE. Insurance Management Solutions Group, Inc. (the "Company") is filing this Current Report on Form 8-K to report (i) the filling of a vacancy on its Board of Directors and (ii) an approximate 10% cut in its total workforce. On January 30, 2001, the Company's Board of Directors unanimously elected John S. McMullen as a Class III director to fill the vacancy created by the resignation of Jeffrey S. Bragg in January 2000. Mr. McMullen was elected to hold office until the 2001 Annual Meeting of Shareholders or until his successor is duly elected and qualified. As a result of Mr. McMullen's election, the Company's Board of Directors presently consists of ten (10) members. Mr. McMullen, age 57, is the retired President and Chief Executive Officer of Florida Bank of Tampa (including its predecessor, First National Bank of Tampa (fka Enterprise National Bank of Tampa)), having served in such capacity from 1992 until 1999. He also served as a director of Florida Banks, Inc., a publicly-traded bank holding company and the parent company of Florida Bank of Tampa, from August, 1998 to March, 1999. Prior to joining First National Bank of Tampa in 1992, Mr. McMullen spent 22 years with First Florida Bank, N.A. serving in various capacities, including Senior Vice President/Hillsborough Commercial Banking Group from 1990 to 1992 and Area Executive Vice President/Pinellas County from 1985 to 1990. Mr. McMullen has a B.S. in Finance and Marketing and an M.B.A. in Finance and Management from Florida State University. On February 13, 2001, the Company cut 53 jobs, constituting approximately 10% of its total workforce. The reductions will represent savings of approximately $1.7 million in annual payroll and should have an immediate positive impact on the Company's cash flow. The reductions, which involved primarily information technology and claims administration personnel, occurred in areas where processes could be combined to reduce overall expenses. The Company also is exploring various other measures for reducing costs, including further reducing its sales and marketing expenses and re-evaluating its total space requirements in order to reduce total rent expenses. A copy of the Company's press release, dated February 14, 2001, announcing the foregoing event is filed as Exhibit 99 to this current report on Form 8-K. Certain statements contained in this report, including statements regarding the impact of certain cost-cutting measures on the Company's cash flow and profitability and the Company's ability to further reduce expenses, 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 -2- 3 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 market, acceptance of the Company's new service offerings, difficulties in developing new technological solutions for current and prospective customers, difficulties in obtaining new customers and retaining existing customers, difficulties in achieving expected expense reductions as a result of management initiatives, 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 "Item 1 Business Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 1999, as filed with the Securities and Exchange Commission 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 February 14, 2001 -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 SOLUTIONS GROUP, INC. By: /s/ David M. Howard ----------------------------------------- David M. Howard President and Chief Executive Officer Date: February 15, 2001 -4- 5 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ----------- 99 Press Release, dated February 14, 2001 E-1 EX-99 2 g67127ex99.txt FEBRUARY 14, 2001 PRESS RELEASE 1 Contacts: David M. Howard President and CEO Christopher P. Breakiron Chief Financial Officer Insurance Management Solutions Group (877) 711-4674 INSURANCE MANAGEMENT SOLUTIONS GROUP ANNOUNCES COST-CUTTING MEASURES ST. PETERSBURG, Florida, February 14, 2001 - Insurance Management Solutions Group, Inc. (Nasdaq: INMG), a provider of business process outsourcing ("BPO") solutions serving insurance companies and financial institutions, today announced that it has cut 53 jobs, constituting approximately 10% of its total workforce. The reductions will represent savings of approximately $1.7 million in annual payroll and should have an immediate positive impact on the Company's cash flow. The reductions, which involved primarily information technology and claims administration, occurred in areas where processes could be combined to reduce overall expenses. The Company also announced that it is exploring various other measures for reducing costs, including further reducing its sales and marketing expenses and re-evaluating its total space requirements in order to reduce total rent expenses. The reductions in personnel and other cost-cutting measures, coupled with a much narrower focus of its business process outsourcing service offerings for the foreseeable future, are intended to enable the Company to focus on profitability. By leveraging its existing structure in policy and claims administration and by instituting greater control of time and costs related to IT development, the Company will be able to bring new clients on more rapidly. David M. Howard, President and Chief Executive Officer of Insurance Management Solutions Group, Inc. ("IMSG"), commented, " we plan to continue to look at our cost structure in all areas to determine where automation can play a larger role in creating efficiencies that ultimately reduce operating costs." 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. 2 Certain statements contained in this press release, including statements regarding the impact of certain cost-cutting measures on the Company's cash flow and profitability and the Company's ability to further reduce expenses, 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 market, acceptance of the Company's new service offerings, difficulties in developing new technological solutions for current and prospective customers, difficulties in obtaining new customers and retaining existing customers, difficulties in achieving expected expense reductions as a result of management initiatives, 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 "Item 1 Business Risk Factors" in the Company's Annual Report on Form 10-K, for the year ended December 31, 1999, as filed with the Securities and Exchange Commission. # # # -----END PRIVACY-ENHANCED MESSAGE-----