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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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: SEPTEMBER 20, 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 OF (COMMISSION FILE (I.R.S. EMPLOYER
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 that on September 20,
2001 the Company entered into an agreement (the "Stock Purchase
Agreement") with certain other parties to dispose of the stock of the
Company's wholly-owned subsidiary, Geotrac of America, Inc.
("Geotrac"). The parties to the Stock Purchase Agreement are the
Company, Geotrac, Geotrac Holdings, Inc. ("Geotrac"), Daniel J. White,
the Daniel J. White Trust, the Sandra A. White Trust, and, solely for
purposes of a non-competition covenant, Bankers Insurance Group, Inc.
("BIG"). Mr. White is currently a director of the Company and the
President, Chief Executive Officer and a director of Geotrac. BIG is
the Company's majority shareholder and principal customer.
The Stock Purchase Agreement contemplates that all issued and
outstanding capital stock of Geotrac (the "Shares") will be purchased
by Geotrac Holdings, Inc., a Delaware corporation formed by Daniel
White and his spouse, Sandra A. White, for purposes of the acquisition
of such stock. The purchase price payable for the Shares is to be
$19,000,000 in cash plus 524,198 shares of the outstanding Common
Stock, $.01 par value, of the Company ("Company Common Stock"). The
Stock Purchase Agreement also contemplates that certain of the parties
will enter into additional agreements as of the closing of the
transactions contemplated by the Stock Purchase Agreement, including an
agreement for the provision of certain ongoing flood zone determination
services.
The transactions contemplated by the Stock Purchase Agreement
are anticipated to close not later than January 31, 2002. However, the
transactions contemplated by the Stock Purchase Agreement will not be
consummated unless certain conditions are either satisfied or waived
prior to closing. These conditions include, among other things, that
the shareholders of the Company approve the Stock Purchase Agreement
and the transactions contemplated thereby in accordance with Florida
law. Although BIG (including its wholly-owned subsidiaries) owns
sufficient shares of the outstanding Company Common Stock to approve or
disapprove the Stock Purchase Agreement, BIG has informed the Company
that it intends to vote its shares with respect to the transaction in
the same manner as the holders of a majority of the outstanding shares
of Company Common Stock held by persons other than BIG and its
affiliates.
In addition, in order to consummate the transactions
contemplated by the Stock Purchase Agreement, Geotrac Holdings will
need to obtain substantial financing from third-party sources. As of
the date hereof, Geotrac Holdings has received non-binding financing
commitments totaling $17,000,000; however, no assurances can be given
that such financing will ultimately be obtained. If for any reason
Geotrac Holdings cannot finally obtain such financing, it may be unable
to consummate the transactions contemplated by the Stock Purchase
Agreement. In
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such event, the Company may have no or only limited remedies available
to it under the Stock Purchase Agreement.
The foregoing description is qualified in its entirety by
reference to the Stock Purchase Agreement (including the Exhibits
thereto), which is attached to this Current Report on Form 8-K as
Exhibit 2.1 and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
NOT APPLICABLE.
(B) PRO FORMA FINANCIAL INFORMATION.
NOT APPLICABLE.
(C) EXHIBITS.
2.1 STOCK PURCHASE AGREEMENT, DATED AS OF SEPTEMBER 20, 2001, BY AND AMONG
INSURANCE MANAGEMENT SOLUTIONS GROUP, INC., GEOTRAC OF AMERICA, INC.,
GEOTRAC HOLDINGS, INC., DANIEL J. WHITE, THE DANIEL J. WHITE TRUST, THE
SANDRA A. WHITE TRUST, AND, SOLELY FOR PURPOSES OF SECTION 7.2, BANKERS
INSURANCE GROUP, INC. (INCLUDING THE EXHIBITS THERETO).*
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* The Disclosure Schedules to the Stock Purchase Agreement have been
purposely omitted. Copies thereof will be furnished supplementally to the
Securities and Exchange Commission upon request.
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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: September 20, 2001
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