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 (Date of earliest event reported): December 8, 2010
DCP Holding Company
(Exact name of registrant as specified in its charter)
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| Ohio | | 0-51954 | | 20-1291244 |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| |
| 100 Crowne Point Place, Sharonville, Ohio | | 45241 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (513) 554-1100
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.02 | Termination of a Material Definitive Agreement. |
On December 8, 2010, the DCP Holding Company (the “Company”) and each of the Company’s Directors entered into a Restricted Share Unit Rescission Agreement, which terminated the RSU Agreement given to each Director pursuant to the 2006 Dental Care Plus Management Equity Incentive Plan (the “Plan”). Pursuant to the RSU Agreement each Director was granted 18 Restricted Share Units (“Units), with a grant date of January 2, 2010. Under the RSU Agreement and the Plan, the Units would have vested upon the Director’s attendance at a minimum of 75% of the regularly scheduled meetings of the Board of Directors in calendar year 2010.
| ITEM 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 10.1 | Form of Restricted Share Unit Rescission Agreement between DCP Holding Company and each Director, dated December 8, 2010. |
SIGNATURES
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 hereunto duly authorized.
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| | DCP Holding Company |
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| Date: December 14, 2010 | | /s/ Robert C. Hodgkins, Jr. |
| | Robert C. Hodgkins, Jr. |
| | Vice President and Chief Financial Officer |
Exhibit Index
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| 10.1 | | Form of Restricted Share Unit Rescission Agreement between DCP Holding Company and each Director, dated December 8, 2010. |
