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): June 2027, 2019

DCP Holding Company

(Exact name of registrant as specified in its charter)

Ohio	000-51954	20-1291244
(State or other jurisdiction of	(Commission	(I.R.S. Employer
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
incorporation or organization)	File Number)	Identification No.)
100 Crowne Point Place, Sharonville, Ohio		45241
(Address of principal executive offices)		(Zip Code)


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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered ~~None Not applicable None~~

~~Item~~None ~~5.07.~~Not ~~Submission~~applicable ~~of Matters to a Vote of Security Holders~~None

OnItem ~~June 20, 2019, DCP Holding Company (“DCP”), a Delaware corporation, held a Special Meeting at 6:30 p~~2.m01., ~~local~~Completion ~~time, at the Sharonville Convention Center, 11355 Chester Road, Sharonville, Ohio where shareholders holding 8,769~~ of ~~the~~Acquisition ~~Company’s Common Shares were present, in person~~ or byDisposition ~~proxy, representing approximately 69.8%~~ of ~~the 12,566 of the Company’s Common Shares that were issued and outstanding as of the close of business on May 10, 2019, the record date for the Special Meeting~~Assets.

AtEffective ~~the~~on ~~Special~~June ~~Meeting~~27, ~~the~~2019, ~~shareholders~~DCP ~~approved~~Holding ~~the~~Company ~~proposed~~(“DCP”), ~~merger~~which ~~agreement~~does ~~whereby~~business ~~DCP~~as ~~and~~The ~~its~~Dental ~~subsidiaries~~Care ~~will~~Plus ~~become~~Group, ~~wholly~~was ~~owned~~acquired ~~subsidiaries~~by of DentaQuest, LLC. Inthrough ~~addition,~~a ~~the~~merger ~~shareholders~~in ~~approved,~~which on a ~~non-binding,~~newly ~~advisory~~formed ~~basis,~~subsidiary ~~the~~of ~~compensation~~DentaQuest ~~that~~(the ~~will~~“Merger orSub”) ~~may~~merged ~~become~~into ~~payable~~DCP, towith DCP’s ~~named~~continuing ~~executive~~as ~~officers~~a inwholly ~~connection~~owned ~~with~~subsidiary ~~the~~of ~~consummation~~DentaQuest ofon the ~~merger.~~terms ~~The~~and ~~shareholders~~conditions ~~also~~of ~~approved~~ the ~~proposal~~merger toagreement ~~adjourn~~ the ~~special~~parties ~~meeting,~~entered ifinto ~~necessary,~~on ~~including~~March ~~adjournments~~12, to2019. ~~permit~~The ~~further~~descriptions ~~solicitation~~ of ~~proxies~~the inmerger ~~favor~~agreement ofand the ~~merger~~transactions ~~proposal~~contemplated ifthereby ~~there~~contained ~~are~~in ~~insufficient~~this ~~votes~~Current atReport ~~the~~on ~~time~~Form of8-K ~~the~~do ~~special~~not ~~meeting~~purport to ~~approve~~be ~~the~~complete ~~merger~~and ~~agreement. The proposals~~ are ~~described~~qualified in ~~further~~their ~~detail~~entirety inby the ~~Company’s~~full ~~definitive~~and ~~proxy~~complete ~~statement~~text ~~for~~of the ~~Special~~merger ~~Meeting~~agreement, a copy of which was filed ~~with~~as ~~the~~Exhibit ~~Securities~~2.1 ~~and~~to ~~Exchange~~the ~~Commission~~Company’s Current Report on ~~Schedule~~Form ~~14A~~8-K filed on ~~May~~March 2114, 2019 and is incorporated herein by reference.

~~Votes~~Pursuant ~~cast~~to atthat merger agreement, DentaQuest will pay merger consideration totaling $41.5 million in cash which, after payment of unpaid indebtedness, transaction expenses and certain adjustments, will be distributed to the ~~Special~~holders ~~Meeting~~of ~~were~~DCP’s asoutstanding ~~follows:~~Common Shares and restricted share units (“RSUs”). In addition, DCP is separately paying a special cash dividend to the holders of the Common Shares and RSUs totaling approximately $7.2 million.

1.As ~~Approval~~a result of the merger, record holders of DCP’s Common Shares will receive total cash consideration of approximately $2,989 for each outstanding Common Share owned, comprised of approximately $2,527 per share payable by DentaQuest, plus a special dividend of approximately $462 per share to be paid by DCP immediately before the merger becomes effective. Each RSU will entitle the holder to receive a cash payment equal to approximately $2,989, less withholding taxes. Dollar amounts per share have been rounded to the nearest whole number.

For	Against	Abstentions	Broker Non-Votes
8,310	242	217	0

US Bank is serving as the paying agent and will distribute payment of the merger consideration to which DCP shareholders are entitled to receive from DentaQuest. Within five business days after the effective time of the merger, US Bank will mail transmittal materials to each record holder of Common Shares, including a letter of transmittal and instructions for making proper delivery of stock certificates representing Common Shares (or lost certificate affidavits in lieu of stock certificates) to US Bank. A DCP shareholder will only become entitled to receive payment of the merger consideration upon the delivery of a stock certificate representing his or her Common Shares (or a lost certificate affidavit) to US Bank together with the properly completed and validly executed transmittal materials and any other reasonably required documentation. Delivery of Common Shares will be effective only upon proper delivery of the stock certificate representing those Common Shares, or a properly completed lost certificate affidavit, to US Bank.

2.DCP ~~Approval~~will deliver payment of the ~~compensation~~special ~~for~~cash dividend directly to the ~~executive~~record ~~officer~~holders inof ~~connection~~Common ~~with~~Shares shortly after the effective time of the merger.

For	Against	Abstentions	Broker Non-Votes
8,069	409	291	0

Following the merger, the Common Shares will be deregistered under the Securities Exchange Act of 1934, as amended, and DCP will no longer file periodic reports with the Securities and Exchange Commission.

3Item 5.01. ~~Approval~~Changes ~~of adjournment of the special meeting to permit further solicitation of proxies~~ in ~~favor~~Control of ~~the merger~~Registrant.

For	Against	Abstentions	Broker Non-Votes
8,311	132	326	0

As a result of the Merger, a change in control of DCP occurred, and DCP is now a wholly owned subsidiary of DentaQuest.

~~SIGNATURES~~The total amount of funds used to complete the merger and related transactions and pay related fees and expenses was approximately $41.5 million, which was funded through DentaQuest’s cash on hand. In addition, DCP is separately paying a special cash dividend to the holders of the Common Shares and RSUs totaling approximately $7.2 million using DCP’s cash on hand.

~~Pursuant~~The toinformation ~~the~~set ~~requirements~~forth ofunder ~~the~~Item ~~Securities~~2.01 ~~Exchange~~is ~~Act~~incorporated ofherein ~~1934, the registrant has duly caused this report to be signed on its behalf~~ by ~~the undersigned hereunto duly authorized~~reference.

		DCP Holding Company
Date: June 21, 2019
		/s/ Robert C. Hodgkins, Jr.
		President, Chief Executive Officer and Chief
		Financial Officer

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the merger, at the effective time of the merger (the “Effective Time”), with the exception of Robert C. Hodgkins, Jr., who became a director of DCP as of the Effective Time and remains as the President and Chief Executive Officer of DCP, all of the directors and executive officers of DCP immediately prior to the Effective Time ceased serving as directors and executive officers of DCP, and DentaQuest, LLC caused the election of the directors and the appointment of the executive officers of DCP.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit Number		Description

2.1		Agreement and Plan of Merger between DentaQuest, LLC and DCP Holding Company, dated as of March 12, 2019*

*Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on March 14, 2019.

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.

	DCP Holding Company

Date: June 27, 2019	/s/ Robert C. Hodgkins, Jr.
	President, and Chief Executive Officer

Filing Compare · DCP Holding CO