-----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, ISxfZyry8JVhuey7265A13CHXcCFtS39+ZBWCi65uOmZN7fQGuu12m2c22nFVKIc 5BO/2yCEghUyHCTWw88jdQ== 0000950136-07-006983.txt : 20071011 0000950136-07-006983.hdr.sgml : 20071011 20071011171840 ACCESSION NUMBER: 0000950136-07-006983 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20071009 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071011 DATE AS OF CHANGE: 20071011 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: 071167847 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 file1.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): October 11, 2007 (October 9, 2007)

American Claims Evaluation, Inc.

(Exact name of registrant as specified in its charter)

New York

(State or other jurisdiction of incorporation)

     
0-14807
(Commission File Number)
  11-2601199
(IRS Employer Identification No.)
     
One Jericho Plaza, Jericho, New York
(Address of principal executive offices)
  11753
(Zip Code)

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

(Former name or former address, if changed since last report)

 

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:

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

 


Item 8.01

Other Events.

 

The Annual Meeting of Shareholders (the “Annual Meeting”) of American Claims Evaluation, Inc. (the “Company”) was held on October 9, 2007.

 

At the Annual Meeting, (A) Messrs. Gary Gelman, Edward M. Elkin, M.D., Peter Gutmann and Joseph Looney were elected as directors of the Company; (B) amendments to the Company’s Certificate of Incorporation (the “Amendments”) to (i) expand the purposes for which the Company was formed, (ii) increase the Company’s total number of authorized shares of common stock, par value $.01 per share (“Common Stock”), from 10,000,000 shares to 20,000,000 shares, and (iii) permit the Company’s shareholders to act without a meeting by written consent of the holders of less than all of the outstanding shares were approved and (C) the Company’s 2007 Stock Incentive Plan (the “2007 Plan”) was approved. As the Company’s Proxy Statement for the Annual Meeting, dated September 14, 2007, indicated, because of the percentage of beneficial ownership of shares of the Company’s Common Stock held by directors and management, election of the directors nominated and referred to in the Proxy Statement, approval of the Amendments and approval of the 2007 Plan was assured.

 

An amendment to the Company’s Certificate of Incorporation prescribing a majority vote of the outstanding shares for the adoption or approval of a plan of merger or consolidation, the sale, lease, exchange or other disposition of all or substantially all of the assets of the Company, or a plan of binding share exchanges was also to be considered at the Annual Meeting (the “Transaction Amendment”). The Transaction Amendment required the affirmative vote of two-thirds of all the outstanding shares of Common Stock.

 

In order to allow the Company’s shareholders additional time to vote on the Transaction Amendment, the Company adjourned the Annual Meeting and the vote on the Transaction Amendment to Wednesday, October 31, 2007 at 11:00 a.m., local time, at the offices of Siller Wilk LLP, 675 Third Avenue, New York, New York 10017.

 

On October 11, 2007, the Company issued a press release announcing the adjournment of the Annual Meeting. The press release is attached hereto as Exhibit 99.3.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit 99.1

Definitive Proxy Statement of American Claims Evaluation, Inc. filed with the Securities and Exchange Commission on September 14, 2007*.

Exhibit 99.2

Letter to Shareholders filed with the Securities and Exchange Commission on October 11, 2007.

Exhibit 99.3

Press Release of American Claims Evaluation, Inc., dated October 11, 2007.

______________

*

Incorporated by reference to such filing.

 

 

2

 


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.

 

Date: October 11, 2007

 

AMERICAN CLAIMS EVALUATION, INC.

 

By: 


/s/ Gary Gelman

 

 

 

Gary Gelman
President and Chief Executive Officer

 

 

3

 


EXHIBIT INDEX

 

Exhibit No.

Description

Exhibit 99.1

Definitive Proxy Statement of American Claims Evaluation, Inc. filed with the Securities and Exchange Commission on September 14, 2007*.

Exhibit 99.2

Letter to Shareholders filed with the Securities and Exchange Commission on October 11, 2007.

Exhibit 99.3

Press Release of American Claims Evaluation, Inc., dated October 11, 2007.

______________

*

Incorporated by reference to such filing.

 

 

4

 


EX-99.2 2 file2.htm LETTER TO SHAREHOLDERS

EXHIBIT 99.2

LETTER TO SHAREHOLDERS

October 11, 2007

To the Shareholders of American Claims Evaluation, Inc.:

As you know, the Annual Meeting of Shareholders (the “Annual Meeting”) of American Claims Evaluation, Inc. (the “Company”) was scheduled to be held on October 9, 2007. At the Annual Meeting, as the Company’s Proxy Statement for the Annual Meeting, dated September 14, 2007 (the “Proxy Statement”), indicated, the election of the directors nominated, approval of certain amendments to the Company’s Certificate of Incorporation and approval of the 2007 Stock Incentive Plan was assured because of the percentage of beneficial ownership of shares of the Company’s Common Stock held by directors and management. Accordingly, such matters were approved.

An amendment to the Company’s Certificate of Incorporation prescribing a majority vote of the outstanding shares for the adoption or approval of a plan of merger or consolidation, the sale, lease, exchange or other disposition of all or substantially all of the assets of the Company, or a plan of binding share exchanges was also to be considered at the Annual Meeting (the “Transaction Amendment”).

The Transaction Amendment required the affirmative vote of two-thirds of all the outstanding shares of Common Stock. As of the date of the Annual Meeting, the Company had not yet received enough votes on the Transaction Amendment for its approval.

The Company adjourned the Annual Meeting and the vote on the Transaction Amendment to Wednesday, October 31, 2007 at 11:00 a.m., local time, at the offices of Siller Wilk LLP, 675 Third Avenue, New York, New York 10017, in order to allow shareholders the opportunity to vote on the Transaction Amendment.

Effective as of February 22, 1998, New York law was amended to reduce the two-thirds minimum vote requirement for the above described transactions to a simple majority of the outstanding shares entitled to vote on the proposed transaction. The Company’s Board of Directors believes that the Company should take advantage of this modernization of New York law, which has conformed the New York Business Corporation Law to the laws of popular states of incorporation such as Delaware. I refer you to the Proxy Statement for additional information on the Transaction Amendment.

Accordingly, we would appreciate it if you would sign and return the enclosed Proxy Card solely as to the Transaction Amendment (Item 5. on such Proxy Card) as soon as possible so that your vote can be counted. Thank you.

Very truly yours,

Gary Gelman

President and Chief Executive Officer

 

 


EX-99.3 3 file3.htm PRESS RELEASE

EXHIBIT 99.3

AMERICAN CLAIMS EVALUATION, INC.

ANNUAL MEETING OF SHAREHOLDERS ADJOURNED

UNTIL OCTOBER 31, 2007

JERICHO, NY, October 11, 2007: American Claims Evaluation, Inc. (NASDAQ:AMCE) (the “Company”) announced today that it held its Annual Meeting of Shareholders (the “Annual Meeting”) on October 9, 2007. At the Annual Meeting, the following proposals were voted on and approved by a majority of all outstanding shares of common stock (“Shares”): (a) to elect four Directors to the Board of Directors (Proposal #1); (b) to approve an amendment of the Company’s Certificate of Incorporation to amend the purposes for which the Company is organized to engage in (Proposal #2); (c) to approve an amendment of the Company’s Certificate of Incorporation increasing the total number of authorized shares of common stock, par value $.01 per share, from ten (10) million shares to twenty (20) million shares (Proposal #3); (d) to approve an amendment of the Company’s Certificate of Incorporation permitting the Company’s shareholders to act without a meeting by written consent of the holders of less than all of the outstanding shares (Proposal #4); and (e) to approve the Company’s 2007 Stock Incentive Plan (Proposal #6). As the Company’s Proxy Statement for the Annual Meeting indicated, because of the percentage of beneficial ownership of the Company’s Shares held by directors and management, election of the directors nominated and referred to in the Proxy Statement, approval of these proposals was assured.

However, the Company recognized that a number of shareholders had only recently received their proxies and did not have enough time to consider and vote on a proposal to approve an amendment of the Company’s Certificate of Incorporation prescribing a majority vote of the outstanding Shares for the adoption or approval of a plan of merger or consolidation, the sale, lease, exchange or other disposition of all or substantially all of the assets of the Company, or a plan of binding share exchanges (“Proposal #5”). The adoption of this proposal requires the affirmative vote of not less than two-thirds of all outstanding Shares entitled to vote. Although 97.7% of all Shares voted to date have been cast in favor of Proposal #5, the Company has not yet received sufficient votes on the proposal for its approval.

Accordingly, the Annual Meeting was adjourned and voting on Proposal #5 was deferred to allow additional time for its shareholders to act upon and consider its approval. The Annual Meeting will be reconvened at the offices of Siller Wilk LLP, 675 Third Avenue, New York, NY 10017, on Wednesday, October 31, 2007, at 11:00 a.m., local time, to act upon this matter.

The Company encourages all shareholders to read the Proxy Statement, dated September 14, 2007, and to submit a proxy indicating their vote on Proposal #5. The record date for shareholders entitled to vote remains August 31, 2007. The Company may consider additional adjournments to allow shareholders additional time to vote on Proposal #5 if sufficient votes have not been received as of the date of the reconvened meeting. Shareholders who need proxy materials are encouraged to contact Gary J. Knauer, Corporate Secretary, at
(516) 938-8000.

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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