-----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, RWx97GjP2NPVx7dKWJZFjflmeJtdRWgFgf5Gu7Bbd3NnpeBW0qKe95/AQQLaOqLp XUkvGVsB0OjSKjhWWLAVqA== 0000950144-99-010651.txt : 19990826 0000950144-99-010651.hdr.sgml : 19990826 ACCESSION NUMBER: 0000950144-99-010651 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990819 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990825 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: 99698750 BUSINESS ADDRESS: STREET 1: 360 CENTRAL AVENUE CITY: ST PETERSBURG STATE: FL ZIP: 33701 BUSINESS PHONE: 8138234000 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: AUGUST 19, 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 (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. On August 19, 1999, David M. Howard was appointed as President of Insurance Management Solutions Group, Inc. (the "Company"). David K. Meehan, who held the position of President prior to Mr. Howard's appointment, remains Chairman of the Board and Chief Executive Officer of the Company. Mr. Howard will report directly to Mr. Meehan. Mr. Howard, age 37, joins the Company from Bankers Insurance Group, Inc. ("BIG"), the Company's majority shareholder and principal customer, where he spent the past eleven (11) years. 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. Effective August 19, 1999, Kelly K. King, Senior Vice President, Chief Financial Officer, Treasurer and Secretary of the Company, resigned his positions to pursue personal interests. Christopher P. Breakiron, Vice President and Controller of the Company, will serve as acting Chief Financial Officer, Treasurer and Secretary until a permanent replacement for Mr. King is appointed. A copy of the Company's press release, dated August 19, 1999, announcing the foregoing management changes is filed as Exhibit 20 to this Current Report on Form 8-K. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial statements of business acquired. Not applicable 2 3 (b) Pro forma financial information. Not applicable (c) Exhibits. 99 Press Release, dated August 19, 1999 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 K. Meehan -------------------------------------- David K. Meehan Chairman of the Board and Chief Executive Officer Date: August 24, 1999 4 5 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ----------- ----------- 99 Press Release, dated August 19, 1999
E-1 EX-99 2 PRESS RELEASE, DATED AUGUST 19, 1999 1 EXHIBIT 99 FOR IMMEDIATE RELEASE Contacts: David K. Meehan John D. Lovallo Chairman and Chief Executive Officer Senior Vice President Jeffrey S. Bragg John D. Menditto Executive Vice President and Chief Operating Officer Senior Account Executive Insurance Management Solutions Group Makovsky & Company (877) 711-4674 (212) 508-9600 INSURANCE MANAGEMENT SOLUTIONS GROUP ANNOUNCES MANAGEMENT CHANGES ST. PETERSBURG, Florida, August 19, 1999 -- Insurance Management Solutions Group, Inc. (Nasdaq: INMG), a business process outsourcing provider serving insurance companies and financial institutions throughout the U.S., today announced it has appointed David M. Howard, President. David K. Meehan, who formerly held the title of President, remains Chairman and Chief Executive Officer. In addition, the Company announced that Kelly K. King, Chief Financial Officer, has decided to leave IMSG to pursue personal interests. Mr. Howard, 37, joins IMSG from Bankers Insurance Group, Inc. (BIG), where he spent the past 11 years in positions of increasing importance, including president and chief executive officer of their highly-technical Bankers Hazard Determination Services, which was national in scope. Under his leadership, the company's financial customer base, revenues and operating income were enhanced substantially over a six-year period. Most recently, David has served as senior vice president and chief marketing officer of Bankers Insurance Group. Prior to that, he spent several years as an officer in the United States military. David is active in industry organizations and is a member of the Council of Company Executives Officers (CCEO). Mr. Howard will report directly to David K. Meehan. Mr. Howard is a graduate of Central Michigan University. - more - 2 Page 2 David K. Meehan stated, "We are extremely pleased to add a talent like David to our management team. His experience at Bankers Insurance Group will be a vital asset to the growth of IMSG, as he was a key element in Bankers significant expansion throughout the U.S." Mr. Meehan continued, "Utilizing his technical and operational expertise, David's responsibilities at IMSG will include enhancing operational efficiencies within the company, expediting our sales process and building long-term strategic relationships that will drive earnings improvement." Christopher Breakiron, Vice President and Controller will aid in the chief financial officer duties until a permanent successor for Kelly King is appointed. Mr. Meehan commented, "Although we are sad to see Kelly leave, we wish him well in his future endeavors. Kelly has played an important role in the development of IMSG, particularly during our initial public offering." Insurance Management Solutions Group, Inc., (www.outsourceimsg.com), including its subsidiaries, offers comprehensive outsourcing solutions including policy and claim administration services as well as financial and statistical reporting, flood and 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 operating 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 foward-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 services, difficulties inherent in locating suitable acquisition candidates and consummating acquisitions, 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, 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-----