-----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, Tp5/Kldk4ypODlw+YXgCjwXkGiCTlKVJlT5G3seNh+KPe2GDVsskTkvY3NP2gDNT PtUKYflkotsBgSapzR1B5A== 0000950136-05-003507.txt : 20050615 0000950136-05-003507.hdr.sgml : 20050614 20050615155750 ACCESSION NUMBER: 0000950136-05-003507 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050614 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050615 DATE AS OF CHANGE: 20050615 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN CLAIMS EVALUATION INC CENTRAL INDEX KEY: 0000774517 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SOCIAL SERVICES [8300] IRS NUMBER: 112601199 STATE OF INCORPORATION: NY FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-14807 FILM NUMBER: 05897604 BUSINESS ADDRESS: STREET 1: 375 N BROADWAY STREET 2: ONE JERICHO PLAZA CITY: JERICHO STATE: NY ZIP: 11753 BUSINESS PHONE: 5169388000 MAIL ADDRESS: STREET 1: ONE JERICHO PLAZA CITY: JERICHO STATE: NY ZIP: 11753 8-K 1 file001.htm FORM 8-K


                                  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 14, 2005


                        American Claims Evaluation, Inc.
             (Exact name of registrant as specified in its charter)


           New York                    0-14807                   11-2601199
(State or other jurisdiction   (Commission File Number)         (IRS Employer
      of incorporation)                                      Identification No.)


                One Jericho Plaza, Jericho, New York              11753
             (Address of principal executive offices)          (Zip Code)


       Registrant's telephone number, including area code: (516) 938-8000



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:

[ ] 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 1.01         Entry into a Material Definitive Agreement.

                  On June 14, 2005, the Board of Directors (the "Board") of
                  American Claims Evaluation, Inc. (the "Company") adopted the
                  2005 Stock Incentive Plan (the "2005 Plan") subject to
                  shareholder approval at the next Annual Meeting of
                  Shareholders. Because of the percentage of beneficial
                  ownership held by directors and management, approval of the
                  2005 Plan is assured.

                  Under the 2005 Plan, a total of 1,000,000 shares of common
                  stock, $.01 par value ("Common Stock"), are available for
                  issuance to employees, non-employee directors, independent
                  contractors and consultants.

Item 2.02         Results of Operations and Financial Condition.

                  On June 14, 2005, the Company issued a press release
                  announcing its financial results for the year ended March 31,
                  2005. The press release is attached hereto as Exhibit 99.1.
                  This information shall not be deemed "filed" for purposes of
                  Section 18 of the Securities Exchange Act of 1934, as amended,
                  and is not incorporated by reference into any filing of the
                  Company, whether made before or after the date of this report,
                  regardless of any general incorporation language in the
                  filing.

Item 5.02         Departure of Directors or Principal  Officers;  Election of
                  Directors;  Appointment  of Principal Officers.

                  On June 14, 2005, the Board appointed Joseph Looney to serve
                  as an additional director of the Company. Mr. Looney was also
                  named to serve on the Audit Committee of the Board of
                  Directors. The Board determined that Mr. Looney is independent
                  within the meaning of the Qualitative Listing Requirements
                  (the "QLR") of the Nasdaq Stock Market as to serving as a
                  director of the Company. The Board determined that Mr. Looney
                  is the "audit committee financial expert" as defined in
                  regulations adopted pursuant to the Sarbanes-Oxley Act of
                  2002. Finally, in connection with his appointment to the Audit
                  Committee and serving as the audit committee financial expert,
                  the Board determined that Mr. Looney is independent in
                  accordance with the (i) requirements of the Securities
                  Exchange Act of 1934, as amended, and the regulations
                  promulgated thereunder and (ii) the QLR. A copy of the press
                  release announcing Mr. Looney's appointments is attached
                  hereto as Exhibit 99.1.

Item 8.01         Other Events.

                  On May 26, 2005, the Company repurchased 55,000 shares of
                  Common Stock in a private transaction at an aggregate cost of
                  $84,288.

Item 9.01         Financial Statements and Exhibits.

                  (c) Exhibits.

Exhibit 99.1      Press Release of American Claims Evaluation, Inc., dated
                  June 14, 2005




                                   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.


                                         AMERICAN CLAIMS EVALUATION, INC.


Date:    June 14, 2005                   By:  /s/ Gary Gelman
                                             ----------------
                                         Gary Gelman
                                         President and Chief Executive Officer





                                  EXHIBIT INDEX
                                  -------------


Exhibit No.       Description
- -----------       -----------

  99.1            Press Release, dated June 14, 2005.


EX-99.1 2 file002.htm PRESS RELEASE


                                                                   EXHIBIT 99.1


                        AMERICAN CLAIMS EVALUATION, INC.
                   REPORTS FOURTH QUARTER AND YEAR END RESULTS
                    AND ANNOUNCES APPOINTMENT OF NEW DIRECTOR


JERICHO, NY, June 14, 2005: American Claims Evaluation, Inc. (NASDAQ:AMCE)
announced revenues of $1,139,947 and a net loss of $481,232 ($.10 net loss per
share) for the year ended March 31, 2005 as compared to revenues of $1,190,921
and a net loss of $474,586 ($.11 net loss per share) for the year ended March
31, 2004. Revenues decreased as a result of a reduction in cases referred to the
Company for vocational rehabilitation services.

<TABLE>


                                                    Three Months Ended                        Year Ended
                                            ------------------------------------  ------------------------------------
                                                03/31/05          03/31/04            03/31/05          03/31/04
                                            ------------------ -----------------  ------------------ -----------------
                                                        (Unaudited)

Revenues                                            $ 281,296         $ 290,849         $ 1,139,947       $ 1,190,921

Operating loss                                      (149,965)         (170,388)           (605,214)         (561,759)

Loss before income tax expense                      (102,342)         (149,705)           (477,232)         (468,586)

Net loss                                           $(103,342)        $(150,705)          $(481,232)        $(474,586)

Net loss per share - basic                          $  (0.02)         $  (0.04)           $  (0.10)         $  (0.11)
                                            ================== =================  ================== =================
Net loss per share - diluted                        $  (0.02)         $  (0.04)           $  (0.10)         $  (0.11)
                                            ================== =================  ================== =================
Weighted average shares - basic                     4,859,800         4,259,800           4,789,800         4,259,800
Weighted average shares - diluted                   4,859,800         4,259,800           4,789,800         4,259,800

</TABLE>

American Claims Evaluation, Inc. also announced the addition of Joseph Looney to
its Board of Directors. Mr. Looney was also appointed a member of the Company's
Audit Committee and will serve as the Company's "audit committee financial
expert," as defined in regulations adopted pursuant to the Sarbanes-Oxley Act of
2002.

Mr. Looney has been the Chief Financial Officer and Secretary of Astrex, Inc., a
distributor of electronic components since 2002. From 1996-2002, he was the
Chief Financial Officer, V.P. of Finance and Assistant Secretary of Manchester
Technologies, Inc., a network integrator and reseller of computer products. From
1984-1996, he was employed by the accounting firm of KPMG LLP. He is a Certified
Public Accountant and has a B.A. from Queens College, City University of New
York and an M.S. from Long Island University. Since 1996, Mr. Looney has also
been an Adjunct Professor of Accounting and Business Law at Hofstra University.



American Claims Evaluation, Inc., through its wholly owned subsidiary, RPM
Rehabilitation & Associates, Inc., offers a full range of vocational
rehabilitation and disability management services.

For further information contact: Gary J. Knauer, Chief Financial Officer,
American Claims Evaluation, Inc., One Jericho Plaza, Jericho, NY 11753;
telephone number (516) 938-8000.

                                  * * * * * * *




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