AMCE American Learning (MM)

SCHEDULE 14A INFORMATION

 

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No.    )

 

Filed by the Registrant  x

 

Filed by a Party other than the Registrant  o

 

Check the appropriate box:

 

o   Preliminary Proxy Statement

 

o   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

x   Definitive Proxy Statement

 

o   Definitive Additional Materials

 

o   Soliciting Material Pursuant to §240.14a-12

 

American Claims Evaluation, Inc.

 

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

 

x   No fee required.

 

 

1)  Title of each class of securities to which transaction applies:

 

2)  Aggregate number of securities to which transaction applies:

 

 

     4)  Proposed maximum aggregate value of transaction:

 

     5)  Total fee paid:

 

 

o   Fee paid previously with preliminary materials.

 

 

 

1)  Amount Previously Paid:

 

2)  Form, Schedule or Registration Statement No.:

 

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4)  Date Filed:

AMERICAN CLAIMS EVALUATION, INC.
One Jericho Plaza
Jericho, New York 11753

 

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

 

To be held on October 15, 2008

 

To the Shareholders of American Claims Evaluation, Inc.:

 

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the “Annual Meeting”) of American Claims Evaluation, Inc., a New York corporation (the “Company”), will be held at the offices of American Claims Evaluation, Inc., One Jericho Plaza, Jericho, NY 11753 on Wednesday, October 15, 2008 at 10:00 a.m., local time, to consider and act upon the following matters:

 

(1) To elect four Directors to the Board of Directors;

 

 

Only shareholders of record at the close of business on August 29, 2008 will be entitled to notice of, and to vote at, the Annual Meeting or at any adjournment thereof.

 

YOUR VOTE IS IMPORTANT.  WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, PLEASE COMPLETE, SIGN, DATE AND MAIL THE ENCLOSED PROXY CARD AS SOON AS POSSIBLE IN THE ACCOMPANYING ENVELOPE.

 

By Order of the Board of Directors,

 

GARY J. KNAUER
Secretary

 

September 15, 2008

TABLE OF CONTENTS

 

AMERICAN CLAIMS EVALUATION, INC.
One Jericho Plaza
Jericho, New York 11753

 

 

PROXY STATEMENT

 

ANNUAL MEETING OF SHAREHOLDERS

 

October 15, 2008

 

General

 

This Proxy Statement and the accompanying Proxy Card are being furnished in connection with the solicitation by the Board of Directors of American Claims Evaluation, Inc. (the “Company”) of proxies to be voted at the Annual Meeting of Shareholders (the “Annual Meeting”) to be held at 10:00 a.m. (New York time) on Wednesday, October 15, 2008 at the offices of American Claims Evaluation, Inc., One Jericho Plaza, Jericho, NY 11753 and at any adjournments thereof, with respect to the matters referred to in the accompanying notice. This Proxy Statement and the accompanying Proxy Card are first being mailed to shareholders on or about September 15, 2008.

 

The Company’s common stock, par value $.01 per share (“Shares”), is the Company’s only outstanding class of voting security. Holders of record at the close of business on August 29, 2008 (the “Record Date”) are entitled to notice of, and to vote at, the Annual Meeting and any adjournment thereof. On the Record Date, there were issued and outstanding 4,761,800 Shares, each entitled to cast one vote per Share. The holders of a majority of the issued and outstanding Shares entitled to vote shall constitute a quorum at the Annual Meeting for the transaction of business. The election of directors, as described in the accompanying notice, requires the vote of a plurality of votes cast at the Annual Meeting. Abstentions will not be included in the vote totals and, in instances where brokers are prohibited from exercising discretionary authority for beneficial owners who have not returned a proxy (“broker non-votes”); those votes will not be included in the vote totals. Therefore, abstentions and broker non-votes will be counted in the determination of a quorum and will have no effect on the vote for the election of Directors. Because of the percentage of beneficial ownership of Shares held by directors and management, the election of the directors nominated and referred to in this Proxy Statement is assured.

 

Revocability of Proxies

 

The attendance of a shareholder at the Annual Meeting will not automatically revoke such shareholder’s proxy. However, a shareholder may revoke a proxy at any time prior to its exercise by (1) delivering to the Secretary of the Company a written notice of revocation prior to the Annual Meeting, (2) delivering to the Secretary of the Company before the Annual Meeting a duly executed proxy bearing a later date, or (3) attending the Annual Meeting, filing a written notice of revocation with the secretary of the meeting and voting in person.

 

Solicitation of Proxies

 

In addition to solicitation by mail at the Company’s expense, directors, officers and employees of the Company may solicit proxies for the Annual Meeting from the shareholders of the Company personally or by telephone without additional remuneration therefor, but at the Company’s cost for all out-of-pocket expenses. The Company will also provide persons, firms, banks and corporations holding Shares in their names or in the names of nominees, which in either case are beneficially owned by others, proxy material for transmittal to such beneficial owners.

 

No Dissenters’ Rights

 

Under the New York Business Corporation Law, shareholders are not entitled to dissenters’ rights with respect to any of the proposals set forth in this Proxy Statement.

 

SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following table sets forth certain information regarding the current beneficial ownership of the Company’s Shares as of August 29, 2008 by (i) each person known by the Company to beneficially own more than 5% of such Shares, (ii) each director, nominee for director of the Company, and each named executive officer of the Company, and (iii) all directors and executive officers of the Company as a group. The percentages have been calculated by taking into account all Shares owned on the record date as well as all such Shares with respect to which such person has the right to acquire beneficial ownership at such date or within 60 days thereafter. Except as otherwise indicated, all persons listed below have sole voting and sole investment power with respect to all Shares shown as beneficially owned by them.

 

 

 

 

PROPOSAL ONE

 

ELECTION OF DIRECTORS

 

Four directors are to be elected at the Annual Meeting to hold office until the next annual meeting of shareholders and until their respective successors have been elected and qualified or until their prior death, resignation or removal. The Company’s by-laws provide that the Board of Directors shall consist of no less than three and no more than seven members, with the actual number to be established by resolution of the Board of Directors. The current Board of Directors has by resolution established the number of directors at four.

 

Unless a proxy specifies that it is not to be voted in favor of a nominee for director, it is intended that the Shares represented by the proxy will be voted in favor of the nominees listed below. In the event that any nominee shall be unable to serve, it is intended that the proxy will be voted for the nominees designated by the Board of Directors. The Company believes that all nominees will be able to serve.

 

The following table sets forth certain information with respect to each nominee for election as a director. There are no arrangements or understandings between the Company and any director or nominee pursuant to which such person was elected or nominated to be a director of the Company. Each nominee is currently serving as a director of the Company. For information with respect to security ownership of directors, see “SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.”

 

 

Nominees for Election as Directors

 

Gary Gelman, the founder of the Company, has been Chairman of the Board since July 1, 1985, and President, Chief Executive Officer and a director since inception. Mr. Gelman served as Treasurer from inception to October 1991. Since 1973, Mr. Gelman has also been Chief Executive Officer and a principal of American Para Professional Systems, Inc., which provides nurses who perform physical examinations of applicants for life and/or health insurance for insurance companies. He received a B.A. from Queens College.

 

Edward M. Elkin, M.D. has been a director of the Company since July 1, 1985. He is currently a health program consultant. Previously, Dr. Elkin had been performing services relating to utilization review and quality assurance in hospitals for the New York State Department of Health. He is certified by the American Board of Pediatrics and the American Board of Quality Assurance and Utilization Review Physicians. He received his B.A. from Harvard College and his M.D. from New York University School of Medicine.

 

Peter Gutmann has been a director of the Company since July 1, 1985. For more than the past twenty years, he has been a Professor of Economics and Finance at Baruch College, City University of New York and was Chairman of the Economics and Finance Department from 1971 to 1977. He received a B.A. from Williams College, a B.S. from Massachusetts Institute of Technology, an M.A. from Columbia University and a PhD. from Harvard University.

 

Joseph Looney has been a director of the Company since June 14, 2005. He is currently the Vice President — Finance for NBTY, Inc., a vertically integrated manufacturer and distributor of vitamins and nutritional supplements. He was the Chief Financial Officer of EVCI Career College Holding Corp. from October 2005 to May 2006. Previously, he had 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 to 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.

 

Required Vote and Board Recommendation

 

A plurality of the votes cast at the Annual Meeting by the shareholders entitled to vote in the election, either in person or by proxy, is required to elect the director nominees.

 

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “ FOR ” THE APPROVAL OF THESE NOMINEES FOR ELECTION AS DIRECTORS.

 

Meetings and Committees of the Board

 

The Board of Directors held five meetings during the fiscal year commencing April 1, 2007 and ending March 31, 2008 (the “Recent Fiscal Year”). All of the nominees were members of the Board of Directors during the Recent Fiscal Year and three of the four nominees attended all five meetings, with one nominee attending three of the five meetings.

 

As a matter of policy, members of the Board of Directors are required to make every reasonable effort to attend the Annual Meeting. All members of the Board of Directors attended the Company’s 2007 Annual Meeting of Shareholders held on October 9, 2007 and its Adjourned Annual Meeting of Shareholders on October 31, 2007.

 

The Company has a separately designated standing audit committee established in accordance with section 3(a)(58)(A) of the Exchange Act which held four meetings during the Recent Fiscal Year. The members of the Audit Committee are Messrs. Gutmann, Elkin and Looney. The Board of Directors has determined that each member of the Audit Committee is “independent” not only under the Qualitative Listing Requirements (the “QLR”) of The NASDAQ Stock Market LLC (“NASD”), but also within the definition contained in a final rule adopted by the Securities and Exchange Commission (the “SEC”). The Audit Committee’s duties and responsibilities include engaging the independent auditors, directing investigations into matters relating to audit functions, reviewing the plan and results of audits with the Company’s auditors, reviewing the Company’s internal accounting controls and approving services to be performed by the Company’s auditors and related fees. Such duties and responsibilities are more fully described in the Company’s written Audit Committee Charter, which is attached to this Proxy Statement as Exhibit A.

 

In compliance with the requirements of the QLR, the independent directors of the Board of Directors met in executive session three times during the Recent Fiscal Year. The executive sessions were held in conjunction with regularly scheduled meetings of the Board of Directors.

 

Director Nomination Policy

 

The Company does not currently have a standing Nominating Committee or a formal Nominating Committee Charter. Currently, the independent members of the Board, Messrs. Gutmann, Elkin and Looney, rather than a nominating committee, approve or recommend to the full Board those persons to be nominated. The Board believes that the current method of nominating directors is appropriate because it allows each independent board member input into the nomination process and because it complies with applicable NASD listing standards.

 

The Board has, by resolution, adopted a director nomination policy. The purpose of the policy is to describe the process by which candidates for inclusion in the Company’s recommended slate of director nominees are selected. The director nomination policy is administered by the Board.

 

In the ordinary course, absent special circumstances or a change in the criteria for Board membership, the incumbent directors who continue to be qualified for Board service and are willing to continue as directors are renominated. If the Board thinks it is in the best interest of the Company to nominate a new individual

for director in connection with an annual meeting of shareholders, or if a vacancy occurs between annual shareholder meetings, the Board will seek potential candidates for Board appointments who meet criteria for selection as a nominee and have the specific qualities or skills being sought. Director candidates will be selected based on input from members of the Board, senior management of the Company and, if deemed appropriate, a third-party search firm.

 

Candidates for Board membership must possess the background, skills and expertise to make significant contributions to the Board, to the Company and its shareholders. Desired qualities to be considered include substantial experience in business or administrative activities; breadth of knowledge about issues affecting the Company; and ability and willingness to contribute special competencies to Board activities. The independent members of the Board also consider whether members and potential members are independent under the QLR. In addition, candidates should posses the following attributes: personal integrity; absence of conflicts of interest that might impede the proper performance of the responsibilities of a director; ability to apply sound and independent business judgment; sufficient time to devote to Board and Company matters; ability to fairly and equally represent all shareholders; reputation and achievement in other areas; independence under rules promulgated by the SEC and the QLR; and diversity of viewpoints, background and experiences.

 

The Board of Directors intends to review the director nomination policy from time to time to consider whether modifications to the policy may be advisable as the Company’s needs and circumstances evolve, and as applicable legal or listing standards change. The Board may amend the director nomination policy at any time.

 

Shareholder Nominations

 

The Board will consider director candidates recommended by shareholders and will evaluate such director candidates in the same manner in which it evaluates candidates recommended by other sources. In making recommendations for director nominees for the annual meeting of shareholders, the Board of Directors will consider any written recommendations of director candidates by shareholders received by the Corporate Secretary of the Company no later than 90 days before the anniversary of the previous year’s annual meeting of shareholders, except that if no annual meeting was held in the previous year or if the date of the annual meeting is advanced by more than 30 days prior to, or delayed by more than 60 days after, such anniversary date, notice must be received by the 10th day following the date that public disclosure of the date of the annual meeting is given to shareholders. Recommendations must be mailed to American Claims Evaluation, Inc., One Jericho Plaza, Jericho, NY 11753, Attention: Corporate Secretary, and include all information regarding the candidate as would be required to be included in a proxy statement filed pursuant to the proxy rules promulgated by the SEC if the candidate were nominated by the Board of Directors (including such candidate’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected). The shareholder giving notice must provide (i) his or her name and address, as they appear on the Company’s books, and (ii) the number of Shares which are beneficially owned by such shareholder. The Company may require any proposed nominee to furnish such other information it may require to be set forth in a shareholder’s notice of nomination which pertains to the nominee.

 

Communications with Directors

 

The Board of Directors welcomes communications from its shareholders and other interested parties and has adopted a procedure for receiving and addressing those communications. Shareholders and other interested parties may communicate any concerns they may have about the Company directly to either the full board of directors or one or more directors by mailing their communications to the Company at the following address: [Director], American Claims Evaluation, Inc., One Jericho Plaza, Jericho, NY 11753, Attention: Corporate Secretary. The Corporate Secretary will promptly forward all shareholder communications and other communications from interested parties unopened to the intended recipient.

 

Director Compensation

 

Each Director who is not a salaried employee receives an annual retainer of $1,000 and a uniform fee of $500 for each Board of Directors’ meeting and/or Audit Committee meeting attended in person. In

addition, Mr. Looney will receive an additional fee of $500 per Audit Committee meeting as the “audit committee financial expert” serving on the Company’s Audit Committee.

 

Director compensation in the fiscal year ended March 31, 2008 was as follows:

 

 

Director Independence

 

The Company is required to have a Board of Directors a majority of whom are “independent” as defined by the QLR and to disclose in the proxy statement for each annual meeting those directors that the Board of Directors has determined to be independent. Based on such definition, the Board of Directors has determined that all directors other than Mr. Gelman, who is an officer of the Company, are independent.

 

The Company is also required to have an audit committee of at least three members composed solely of independent directors. The Board of Directors is required under the QLR to affirmatively determine the independence of each director on the Audit Committee. The Board has determined that each member of the Audit Committee is “independent” not only under the QLR, but also within the definition contained in a final rule of the SEC. Furthermore, the Board of Directors has determined that Mr. Looney is the “audit committee financial expert”, as defined in regulations adopted pursuant to the Sarbanes-Oxley Act of 2002, serving on the Audit Committee.

 

Components of Compensation

 

The Company does not have a standing Compensation Committee. However, in accordance with the QLR, the three independent members of the Board, Messrs. Gutmann, Elkin and Looney, rather than a formal committee, review and determine executive compensation. The Board believes that the current method of establishing and reviewing executive compensation is appropriate because it allows each independent board member input into the determination of executive compensation and because it complies with applicable NASD listing standards.

 

The executive compensation philosophy emphasizes providing an executive compensation package that enables the Company to attract, motivate and retain talented executives, primarily through aligning the financial interests of executives with long-term total shareholder return, particularly though stock options. The executive compensation program consists of both base salaries and long-term incentives.

 

The executive officers receive base salaries as compensation for their job performance, abilities, knowledge and experience. Apart from contractual commitments, the Company intends to maintain base salaries at below competitive levels in the marketplace until the Company is cash flow positive.

 

The Company also believes that stock option plans provide an excellent vehicle for rewarding performance by Company executives and retaining their services for the future.

 

Code of Ethics

 

The Company has adopted a Code of Ethics (the “Code of Ethics”) that applies to its Chief Executive Officer, Chief Financial Officer, directors and employees. The Code of Ethics is designed to focus our officers, directors and employees on areas of ethical risk, provide guidance to personnel to help them recognize and deal with ethical issues, provide a mechanism to report unethical conduct and help to foster a culture of honesty and accountability for adherence to the Code of Ethics. Any amendments or waivers to the Code of Ethics will be promptly disclosed as required by applicable laws, rules and regulations of the SEC.

Section 16(a) Beneficial Ownership Reporting Compliance

 

Under Federal securities laws, the Company’s directors, its executive officers and any person holding more than 10% of the Company’s Shares are required to report their ownership of the Company’s Shares and any changes in that ownership to the SEC on the SEC’s Forms 3, 4 and 5. Based on its review of the copies of such forms it has received, the Company believes that all officers, directors and owners of greater than 10% of the Company’s equity securities complied on a timely basis with all filing requirements applicable to them with respect to transactions during the Recent Fiscal Year.

 

EXECUTIVE OFFICERS OF THE COMPANY

 

The executive officers of the Company are as follows:

 

 

For a description of Mr. Gelman’s business experience, see “ELECTION OF DIRECTORS — Nominees for Election as Directors.”

 

Gary J. Knauer joined the Company as its Controller in July 1991 and has served as Chief Financial Officer and Treasurer since October 1991 and as Secretary since March 1993. Before joining the Company, Mr. Knauer was employed from October 1984 to June 1991 by the accounting firm of KPMG LLP. He is a Certified Public Accountant and holds a B.S. from Binghamton University. Since February 1994, Mr. Knauer has also served as Chief Financial Officer of American Para Professional Systems, Inc.

 

Each of the Company’s executive officers is to serve until the next annual meeting of shareholders or until his earlier resignation or removal.

 

EXECUTIVE COMPENSATION

 

The following table sets forth all compensation paid or accrued to the Company’s Chief Executive Officer (principal executive officer) and the Chief Financial Officer (collectively, the “Named Executive Officers”) for each of the Company’s last two fiscal years:

 

 

 

 

 

 

Employment Agreements

 

Mr. Gelman’s employment agreement with the Company provides for him to be employed as Chairman of the Board of Directors and Chief Executive Officer at an annual salary of $238,800. In addition, Mr. Gelman is entitled to participate in all employee benefit programs and other policies and programs of the Company. Mr. Gelman is not required to devote any specific number of hours to the business of the Company. He is subject to a non-competition and non-disclosure covenant for a period of three years following termination of employment with the Company. The employment agreement is in effect through June 6, 2009 and is automatically renewable for successive one year terms unless the Company or Mr. Gelman gives the other notice of intention to terminate the agreement at the end of the then-current term.

 

Outstanding Equity Awards at Fiscal Year-End

 

The following table sets forth summary information regarding the outstanding equity awards held by the Named Executive Officers at March 31, 2008:

 

 

 

 

The closing price of the Company’s common stock on March 31, 2008 was $1.25 per share.

 

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

 

The Audit Committee has furnished the following report. The information contained in the “Audit Committee Report” is not deemed to be “soliciting material” or to be “filed” with the SEC, nor is such information to be incorporated by reference into any future filings under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference into such filing.

 

The Audit Committee reviews the Company’s financial reporting process on behalf of the Board of Directors. Management is responsible for the financial statements and the reporting process, including the system of internal controls. The independent auditors are responsible for expressing an opinion on the conformity of the audited financial statements with accounting principles generally accepted in the United States of America.

 

In fulfilling its responsibilities:

 

 

In reliance on the reviews and discussions noted above, the Audit Committee recommended to the Board of Directors (and the Board approved) that the audited financial statements be included in the Company’s Annual Report on Form 10-KSB for the year ended March 31, 2008, for filing with the SEC.

 

The Audit Committee of the Board of Directors

Joseph Looney, Chairman

Peter Gutmann

Edward M. Elkin

 

AUDITORS

 

The Audit Committee has selected the firm of Holtz Rubenstein Reminick LLP (“Holtz Rubenstein”) to act as the Company’s independent registered public accounting firm for the 2008 fiscal year. A representative of Holtz Rubenstein is expected to be available at the Annual Meeting to respond to appropriate questions from shareholders and will be given the opportunity to make a statement if he/she desires to do so.

 

On August 8, 2007, the Company dismissed J.H. Cohn LLP (“J.H. Cohn”) as its independent registered public accounting firm. The report of J.H. Cohn on the Company’s financial statements as of and for the fiscal year ended March 31, 2007 did not contain an adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles.

 

During the fiscal year ended March 31, 2007 and through the date hereof, there were no disagreements with J.H. Cohn on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to J.H. Cohn’s satisfaction, would have caused J.H. Cohn to make reference to the subject matter of the disagreement in connection with its report on the Company’s financial statements for such year.

 

Simultaneously with the dismissal of J.H. Cohn, the Company engaged Holtz Rubenstein to act as its independent registered public accounting firm as successor to J.H. Cohn.

The Audit Committee of the Company’s Board of Directors approved the dismissal of J.H. Cohn and this action was ratified by the Company’s Board of Directors. The Audit Committee of the Company’s Board of Directors simultaneously approved the appointment of Holtz Rubenstein as the Company’s independent registered public accounting firm and this action was ratified by the Company’s Board of Directors.

 

The aggregate fees billed or billable for the fiscal years ended March 31, 2008 and 2007 for professional services rendered by Holtz Rubenstein and J.H. Cohn, respectively, were as follows:

 

 

 

 

The Audit Committee’s policy is to pre-approve all audit services and all non-audit services that the Company’s independent auditor is permitted to perform for the Company under applicable federal securities regulations.

 

CERTAIN MATTERS

 

On August 20, 2004, the Company entered into a seven-year noncancelable operating sublease, which commenced on December 1, 2004, for office space with American Para Professional Systems, Inc., an entity under the control of Mr. Gelman. Basic rent under the sublease was established as a pass-through with the Company’s cost being fixed at a cost equal to the pro-rata rent payable for the subleased space by American Para Professional Systems, Inc. to the building’s landlord.

 

OTHER MATTERS

 

The Board of Directors is not aware of any other matters which are likely to be brought before the Annual Meeting. However, in the event that any other matters properly come before the Annual Meeting, it is intended that the persons named in the accompanying proxy will vote the Shares represented by all properly executed proxies on such matters in such manner as shall be determined by a majority of the Board of Directors.

 

An Annual Report to Shareholders will accompany this Proxy Statement but is not to be considered a part hereof. The Company will provide to all shareholders, free of charge, a copy of its Annual Report on Form 10-KSB (without exhibits) for the fiscal year ended March 31, 2008, upon written request of such shareholder to Gary J. Knauer, Secretary, American Claims Evaluation, Inc., One Jericho Plaza, Jericho, NY 11753.

SHAREHOLDER PROPOSALS

 

Proposals by shareholders intended to be presented at the 2009 Annual Meeting of Shareholders must be received by the Company on or before May 14, 2009 in order to be included in the proxy statement for that meeting. It is suggested that proponents submit their proposals by certified mail, return receipt requested, addressed to the Secretary of the Company. Under the SEC’s proxy rules, proxies solicited by the Board of Directors for the 2009 Annual Meeting may be voted at the discretion of the persons named in such proxies (or their substitutes) with respect to any shareholder proposal not included in the Company’s proxy statement if the Company does not receive notice of such proposal on or before August 1, 2009, unless the 2009 Annual Meeting is not held within 30 days before or after the anniversary date of the 2008 Annual Meeting.

 

By Order of the Board of Directors,

 

Gary J. Knauer

Secretary

 

September 15, 2008

Jericho, New York

EXHIBIT A

 

AMERICAN CLAIMS EVALUATION, INC.
AUDIT COMMITTEE CHARTER

 

 

The primary purpose of the Audit Committee (the “Audit Committee”) of American Claims Evaluation, Inc. (the “Company”) shall be to assist the Board of Directors (the “Board”) in fulfilling its responsibility to oversee the integrity of the Company’s financial reporting process, including the performance of the Company’s systems of internal accounting and financial controls, the Company’s internal audit function, the outside auditors’ qualifications and independence, the Company’s process for monitoring compliance with applicable legal, regulatory and ethics programs, and the annual independent audit of the Company’s financial statements. A purpose of the Audit Committee shall also be to prepare the Audit Committee report to be included in the Company’s proxy statement for the annual meeting of shareholders and any other meeting of shareholders at which members of the Board are to be elected.

 

In discharging its oversight role, the Audit Committee shall have the power to investigate any matter that comes to its attention, with full access to all books, records, facilities and personnel of the Company. The Audit Committee shall also have the power to retain (at the Company’s expense) outside counsel, auditors or other advisors as it determines necessary to carry out its purposes and to determine the engagement terms and fees of such outside counsel, auditors and other advisors. The outside auditors are ultimately accountable to the Audit Committee and shall report directly to the Audit Committee.

 

The Audit Committee shall review the adequacy of this Charter on an annual basis and recommend any proposed changes to the Board for approval.

 

 

The Audit Committee shall comprise not less than three (3) members of the Board, each of whom shall be independent as defined below. The Audit Committee’s composition will meet the requirements of the Qualitative Listing Requirements of The Nasdaq Stock Market and all applicable federal securities laws.

 

The members of the Audit Committee shall be appointed by the Board and shall be subject to removal by the Board.

 

1.   Independence

 

No Audit Committee member shall qualify as “independent” unless the Board affirmatively determines that the member has no material relationship with the Company (either directly or as a partner, shareholder, or officer of an organization that has a relationship with the Company) and otherwise meets the standards for independence of The Nasdaq Stock Market and any applicable federal securities laws.

 

2.   Financial Expertise and Experience

 

At least one (1) member of the Audit Committee shall be an “audit committee financial expert” as defined in rules promulgated by the Securities and Exchange Commission. All members of the Audit Committee shall be financially literate, as defined in the Qualitative Listing Requirements of The Nasdaq Stock Market.

 

 

The Audit Committee’s job is one of oversight. The Company’s management is responsible for preparing the Company’s financial statements and the outside auditors are responsible for auditing those financial statements. The Audit Committee is not responsible for planning or conducting audits or determining that the Company’s financial statements are complete and accurate or in accordance with generally accepted accounting principles and applicable rules and regulations. Consequently, in carrying out its oversight responsibilities, the Audit Committee is not providing any expert or special assurance as to the Company’s financial statements or any professional certification as to the outside auditors’ work.

The Audit Committee shall meet at least four (4) times per year, or more often as necessary to perform the duties and responsibilities of the Audit Committee as set forth herein. The Audit Committee shall report to the Board at its next meeting after each Audit Committee meeting.

 

The following are functions of the Audit Committee in carrying out its oversight function.

 

1.   Selection and Compensation of the Outside Auditors

 

The Audit Committee shall have the sole authority and direct responsibility to select, evaluate and, where appropriate, replace the outside auditors. In connection therewith, the Audit Committee is responsible for determining the engagement terms and fees of the outside auditors and for resolving disputes between management and the outside auditors regarding financial reporting.

 

2.   Pre-Approval of Audit and Non-Audit Services

 

All auditing services provided to the Company by the outside auditors shall be pre-approved by the Audit Committee.

 

Additionally, the Audit Committee or one or more of its members shall review any non-audit services provided to the Company by its outside auditors and, except for certain de minimis services to the extent permitted by law, shall pre-approve any such non-audit services. The Audit Committee shall be responsible for determining the engagement terms and fees of any non-audit services to be provided by the outside auditors. The Audit Committee shall not approve the engagement of the Company’s outside auditors to perform any non-audit services that are prohibited by Section 10A(g) of the Securities Exchange Act of 1934, as amended, or any rules promulgated thereunder. ¹

 

The decisions of any member of the Audit Committee to whom authority is delegated to approve any activity by the outside auditors shall be presented to the full Audit Committee at its next meeting.

 

The Audit Committee shall consider whether the outside auditors’ performance of any proposed non-audit services is compatible with the outside auditors’ independence.

 

3.   Meetings with and Reports from Outside Auditors

 

(a) The Audit Committee shall periodically meet with management and the outside auditors in separate executive sessions.

 

(b) The Audit Committee shall review and discuss with management and the outside auditors the audited financial statements and related footnotes and the Management’s Discussion and Analysis to be included in the Company’s Annual Report on Form 10-KSB (or the Annual Report to Shareholders if distributed prior to the filing of the Form 10-KSB). Such review and discussion shall include the analysis and judgment of management and the outside auditors about the appropriateness and quality, not just acceptability, of accounting principles, the reasonableness of significant judgments, and the clarity of the disclosures in the financial statements. In addition, the Audit Committee shall review and consider with management and the outside auditors the matters required to be discussed by Statement on Auditing Standards (“SAS”) No. 61. The Audit Committee shall recommend to the Board whether, based on the review and discussions described herein, the financial statements should be included in the Company’s Annual Report on Form 10-KSB.

 

 

¹  De minimis services are defined in Section 202 of the Sarbanes-Oxley Act (Section 10A(i)(1)(B) of the Securities Exchange Act) as services that meet the following criteria: (1) all such services must in the aggregate constitute no more than 5% of the revenues paid by the company to the outside auditor; (2) such services must not have been recognized by the company as non-audit services at the time of the engagement for such services and (3) such services are brought to the attention of the audit committee (or one or more members of the committee to whom the approval of such services has been delegated) and are approved by the committee or such members(s) before the completion of such services.

(c) The Audit Committee shall review and discuss with management and the outside auditors the Company’s interim financial results to be included in the Company’s quarterly reports to be filed with the Securities and Exchange Commission. This review will occur prior to each filing by the Company of its Quarterly Report on Form 10-QSB.

 

(d) The Audit Committee shall review and discuss with management and the outside auditors the accounting policies and assumptions which may be viewed as critical, the alternative treatments of financial information within generally accepted accounting principles that the outside auditors have discussed with management, the ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the outside auditors. The Audit Committee shall review and discuss with management and the outside auditors any significant changes in the accounting policies of the Company and accounting and financial reporting pronouncements and proposed rules that may have a significant impact on the Company’s financial reports.

 

(e) The Audit Committee shall review and discuss with management and the outside auditors (i) any financial or non-financial arrangements of the Company which do not appear on the financial statements of the Company but are necessary to understand how significant aspects of the Company’s business are conducted; and (ii) material transactions or courses of dealing with parties related to the Company.

 

(f) At least annually, the Audit Committee shall obtain and review a report by the outside auditors describing the following: (i) the outside auditors’ internal quality control procedures; and (ii) any material issues raised by the most recent internal quality control review, or peer review of the outside auditors, or by any inquiry or investigation by governmental or professional authorities, within the preceding five (5) years respecting one (1) or more independent audits carried out by the outside auditors, and any steps taken to deal with any such issues.

 

(g) The Audit Committee shall evaluate the qualifications, performance and independence of the outside auditors and the lead audit partner (including the rotation of the lead audit partner) and present the conclusions of the Audit Committee to the entire Board. In evaluating the outside auditors, the Audit Committee shall consider whether it is appropriate to rotate outside auditing firms.

 

(h) The Audit Committee shall: (i) request from the outside auditors annually, a formal written statement delineating all relationships between the auditors and the Company consistent with Independence Standards Board Standard Number 1; (ii) discuss with the outside auditors any such disclosed relationship and its impact on the outside auditors’ independence; and (iii) determine any appropriate action in response to the outside auditors’ report to satisfy itself of the auditors’ independence.

 

(i) The Audit Committee shall meet separately with the outside auditors, with and without management present, to discuss the results of their audits, including any audit problems or difficulties and management’s response.

 

(j) The Audit Committee shall review and discuss with management, the outside auditors and the Company’s Chief Financial Officer, the adequacy and effectiveness of the Company’s internal controls, including the Company’s legal and regulatory compliance programs and the application of the Company’s code of ethics to the senior financial officers. The Audit Committee shall review and discuss the Company’s legal and regulatory compliance programs with the Company’s General Counsel.

 

(k) The Audit Committee shall review and discuss the Company’s guidelines and policies to govern the process by which risk assessment and risk management is undertaken and its programs for monitoring and controlling major financial risks.

 

(l) The Audit Committee shall review and discuss with the Company’s Chief Executive Officer and Chief Financial Officer their evaluation of the Company’s disclosure controls and procedures.

4.   Other Matters

 

 

The Audit Committee shall review with management material and pending or overtly threatened legal proceedings involving the Company and other material contingent liabilities.

 

(b) Press Releases and Information Provided to Analysts and Ratings Agencies

 

The Audit Committee shall discuss earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies. Such discussion may be done generally (through a discussion of the types of information to be disclosed and the types of presentations to be made). In addition, the Audit Committee may delegate the review of individual press releases or presentations to the Audit Committee’s chairman or another member of the Audit Committee.

 

 

The Audit Committee shall prepare the Audit Committee report required by the rules of the Securities and Exchange Commission to be included in the Company’s proxy statement for the election of members of the Board. The report will address all issues required by the Securities and Exchange Commission.

 

 

The Audit Committee shall establish procedures for: (a) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters; and (b) confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

 

 

The Audit Committee shall set clear hiring practices for employees or former employees of the outside auditors; such practices to be in accordance with applicable federal securities laws.

 

 

The Audit Committee shall perform an annual self- evaluation to determine the extent to which it fulfilled its obligations as described in this Charter or otherwise required by applicable listing standards, regulations, or law.

 

PROXY

 

AMERICAN CLAIMS EVALUATION, INC.

 

 

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

 

The undersigned hereby appoints Gary Gelman, Edward M. Elkin, M.D., Peter Gutmann and Joseph Looney as Proxies, each with the power to appoint a substitute, and hereby authorizes them to represent and to vote, as designated below, all the shares of common stock, par value $.01 per share, of American Claims Evaluation, Inc. (“AMCE”) held of record by the undersigned on August 29, 2008 at the Annual Meeting of Shareholders of AMCE to be held on October 15, 2008 or any adjournment thereof (the “Annual Meeting”) .

 

PLEASE MARK, SIGN, DATE AND RETURN
THE PROXY CARD PROMPTLY IN THE ENVELOPE PROVIDED.

 

ELECTION OF DIRECTORS

For All

Withhold All

For All Except

To withhold authority to vote, mark “For All Except” and write the nominee’s # on the line below

1.

01) Gary Gelman

03) Peter Gutmann

02) Edward M. Elkin, M.D.

04) Joseph Looney

o

o

o

 

In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the Annual Meeting. This Proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, the Proxy will be voted FOR all nominees listed.

 

Please sign your name exactly as it appears hereon.

 

(Signature)

 

(Signature if held jointly)

 

Dated: ­ ­

 

 

When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by President or other authorized officer. If a partnership or limited liability company, please sign in partnership or limited liability company name by authorized person. Please note any change in your address alongside the address as it appears on the Proxy.

 

PLEASE MARK IN BLUE OR BLACK INK, SIGN, DATE AND
RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

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