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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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DATE OF REPORT: JANUARY 30, 2001
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(DATE OF EARLIEST EVENT REPORTED)
INSURANCE MANAGEMENT SOLUTIONS GROUP, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Florida 000-25273 59-3422536
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(STATE OR OTHER JURISDICTION (COMMISSION FILE (I.R.S. EMPLOYER
OF INCORPORATION) NUMBER) IDENTIFICATION NUMBER)
360 Central Avenue
St. Petersburg, Florida 33701
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(727) 803-2040
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(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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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
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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
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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
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David M. Howard
President and Chief Executive Officer
Date: February 15, 2001
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99 Press Release, dated February 14, 2001
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