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.
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o
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Fee computed on table below per Exchange Act
Rules 14a-6(i)(1)
and 0-11.
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1) Title of each class of securities to which
transaction applies:
2) Aggregate number of securities to which
transaction applies:
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3)
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Per unit price or other underlying value of transaction computed
pursuant to Exchange Act
Rule 0-11
(Set forth the amount on which the filing fee is calculated and
state how it was determined):
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4) Proposed maximum
aggregate value of transaction:
5) Total fee paid:
o
Fee
paid previously with preliminary materials.
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o
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Check box if any part of the fee is offset as provided by
Exchange Act
Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
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1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
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;
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(2)
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To transact such other business as may properly come before the
Annual Meeting or any adjournment thereof.
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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 Companys common stock, par value $.01 per share
(Shares), is the Companys 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 shareholders 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 Companys
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 Companys 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 Companys 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.
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Amount and Nature
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Name and Address
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of Beneficial
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Percent of
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of Beneficial Owner
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Ownership (1)(6)
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Class (1)
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Gary Gelman (2)
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3,696,400
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(3)
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66.50
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%
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The Edward & Michael Gelman 2008 Trust (2)
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500,000
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(3)(4)
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10.50
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%
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Peter Gutmann (2)
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121,000
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(5)
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2.50
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%
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Edward M. Elkin, M.D. (2)
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81,000
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1.70
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%
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Joseph Looney (2)
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20,000
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(9
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Gary J. Knauer (2)
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250,000
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5.00
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%
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J. Morton Davis
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388,024
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(7)
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8.10
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%
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Kinder Investments, L.P.
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292,500
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(8)
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6.10
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%
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All executive officers and directors as a group (five persons)
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4,168,400
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69.60
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%
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(1)
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Based on a total of 4,761,800 Shares issued and outstanding
as of August 29, 2008. In addition, 1,226,000 Shares
which directors and executive officers described in the table
have the right to acquire within 60 days of such date
pursuant to the exercise of options granted under the
Companys stock option plans are included since these are
deemed outstanding for the purpose of computing the percentage
of Shares owned by such persons in accordance with the
provisions of
Rule 13d-3(d)(1)(i)
promulgated under the Securities Exchange Act of 1934, as
amended (the Exchange Act).
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(2)
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Address is
c/o American
Claims Evaluation, Inc., One Jericho Plaza, Jericho, NY 11753.
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(3)
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Includes 500,000 Shares owned by The Edward &
Michael Gelman 2008 Trust (the Trust). As investment
trustee of the Trust, Mr. Gelman has beneficial ownership
of such Shares.
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(4)
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Mr. Gelman is the investment trustee of the Trust and, as
such, has beneficial ownership of the Shares owned by the Trust.
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(5)
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Includes 4,000 Shares owned by the wife of
Mr. Gutmann, as to which beneficial ownership is disclaimed.
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(6)
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Includes the presently exercisable portions of outstanding stock
options (aggregating 1,226,000 Shares) which, in the case
of Messrs. Gelman, Gutmann, Elkin, Looney and Knauer are
800,000, 75,000, 81,000, 20,000 and 250,000 Shares,
respectively.
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(7)
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386,924 of these Shares are owned of record by D.H. Blair
Investment Banking Corp., whose address is 44 Wall Street, New
York, NY (Blair Investment). Mr. J. Morton
Davis, the sole shareholder of Blair Investment, has reported
that Blair Investments Shares may be deemed to be
beneficially owned by him. Mr. Davis owns 1,100 Shares
directly.
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(8)
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These Shares are owned of record by Kinder Investments, L.P.
(Kinder), Nesher, LLC, the general partner of Kinder
(Nesher) and Dov Perlysky, the managing member of
Nesher (Perlysky). The reporting parties
business address is 100 Park Avenue, New York, NY. Nesher and
Kinder may be deemed to beneficially own 292,500 Shares.
Perlysky may be deemed to beneficially own 292,572 Shares,
consisting of 292,500 Shares owned directly by Kinder and
72 Shares owned directly by Perlyskys wife.
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(9)
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Less than 1%.
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2
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
Companys 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.
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Name
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Age
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Position(s) with the Company
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Gary Gelman
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61
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Chairman of the Board,
President and Chief Executive Officer
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Edward M. Elkin, M.D.
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69
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Director
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Peter Gutmann
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79
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Director
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Joseph Looney
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50
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Director
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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
3
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
Companys 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 Committees
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 Companys auditors, reviewing the Companys
internal accounting controls and approving services to be
performed by the Companys auditors and related fees. Such
duties and responsibilities are more fully described in the
Companys 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 Companys 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
4
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 Companys 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 years 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 candidates 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 Companys 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 shareholders 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
5
addition, Mr. Looney will receive an additional fee of $500
per Audit Committee meeting as the audit committee
financial expert serving on the Companys Audit
Committee.
Director compensation in the fiscal year ended March 31,
2008 was as follows:
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Fees Earned or
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Paid in Cash
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Total
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Name
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($)
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($)
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Peter Gutmann
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$
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3,500
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$
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3,500
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Edward Elkin, M.D.
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$
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2,500
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$
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2,500
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Joseph Looney
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$
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4,500
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$
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4,500
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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.
6
Section 16(a)
Beneficial Ownership Reporting Compliance
Under Federal securities laws, the Companys directors, its
executive officers and any person holding more than 10% of the
Companys Shares are required to report their ownership of
the Companys Shares and any changes in that ownership to
the SEC on the SECs 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 Companys 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:
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Name
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Age
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Position
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Gary Gelman
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61
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Chairman of the Board, President
and Chief Executive Officer
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Gary J. Knauer
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49
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Chief Financial Officer, Treasurer
and Secretary
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For a description of Mr. Gelmans 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 Companys 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 Companys Chief Executive Officer (principal
executive officer) and the Chief Financial Officer
(collectively, the Named Executive Officers) for
each of the Companys last two fiscal years:
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|
|
Fiscal
|
|
|
|
|
|
|
|
|
Option
|
|
All Other
|
|
|
|
|
Name and
|
|
Year Ended
|
|
|
|
|
|
|
|
|
Awards
|
|
Compensation
|
|
|
|
|
Principal Position
|
|
March 31,
|
|
|
Salary
|
|
|
Bonus
|
|
|
(1)
|
|
(2)
|
|
|
Total
|
|
|
Gary Gelman
|
|
|
2008
|
|
|
$
|
244,311
|
|
|
|
-
|
|
|
$285,000
|
|
$
|
11,542
|
|
|
$
|
540,853
|
|
Chairman,
|
|
|
2007
|
|
|
$
|
244,311
|
|
|
|
-
|
|
|
-
|
|
$
|
10,146
|
|
|
$
|
254,457
|
|
President and CEO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gary J. Knauer
|
|
|
2008
|
|
|
$
|
144,917
|
|
|
|
-
|
|
|
-
|
|
$
|
7,203
|
|
|
$
|
152,120
|
|
Treasurer,
|
|
|
2007
|
|
|
$
|
136,017
|
|
|
|
-
|
|
|
$21,250
|
|
$
|
4,953
|
|
|
$
|
162,220
|
|
Secretary and CFO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Represents the compensation costs of stock option awards for
financial reporting purposes for the fiscal year under Statement
of Financial Accounting Standards No. 123 (revised 2004),
Share-Based Payment
(SFAS 123R), rather than
an amount paid to or realized by the Named Executive Officer.
Assumptions used in calculating SFAS 123R values are
included in footnote 1(j) to the audited Consolidated Financial
Statements contained in the Companys Annual Report on
Form 10-KSB
for the fiscal year ended March 31, 2008. There can be no
assurance that the SFAS 123R amounts will ever be realized.
See Outstanding Equity Awards at
Fiscal-Year-End
for further details of grants to the Named Executive Officers.
|
7
|
|
|
(2)
|
|
The amounts shown in All Other Compensation include the
Companys incremental cost for the provision to the Named
Executive Officers of certain specified perquisites as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal
|
|
|
Personal Use
|
|
|
401(k)
|
|
|
|
|
|
|
Year Ended
|
|
|
of Company
|
|
|
Matching
|
|
|
|
|
Named Executive Officer
|
|
March 31,
|
|
|
Automobile
|
|
|
Contributions
|
|
|
Total
|
|
|
Gary Gelman
|
|
|
2008
|
|
|
$
|
8,167
|
|
|
$
|
3,375
|
|
|
$
|
11,542
|
|
|
|
|
2007
|
|
|
$
|
7,370
|
|
|
$
|
2,776
|
|
|
$
|
10,146
|
|
Gary J. Knauer
|
|
|
2008
|
|
|
$
|
4,980
|
|
|
$
|
2,223
|
|
|
$
|
7,203
|
|
|
|
|
2007
|
|
|
$
|
2,893
|
|
|
$
|
2,060
|
|
|
$
|
4,953
|
|
Employment Agreements
Mr. Gelmans 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
$238,800. In addition, Mr. Gelman is entitled to
participate in all employee benefit programs and other policies
and programs of the Company. Mr. Gelman is not required to
devote any specific number of hours to the business of the
Company. He is subject to a non-competition and non-disclosure
covenant for a period of three years following termination of
employment with the Company. The employment agreement is in
effect through June 6, 2009 and is automatically renewable
for successive one year terms unless the Company or
Mr. Gelman gives the other notice of intention to terminate
the agreement at the end of the then-current term.
Outstanding Equity Awards at Fiscal Year-End
The following table sets forth summary information regarding the
outstanding equity awards held by the Named Executive Officers
at March 31, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
|
Number of
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
Securities
|
|
|
Securities
|
|
|
|
|
|
|
|
|
|
Underlying
|
|
|
Underlying
|
|
|
|
|
|
|
|
|
|
Unexercised
|
|
|
Unexercised
|
|
|
Option
|
|
|
|
|
|
|
Options
|
|
|
Options
|
|
|
Exercise
|
|
|
Option
|
|
|
|
(#)
|
|
|
(#)
|
|
|
Price
|
|
|
Expiration
|
|
Name
|
|
Exercisable
|
|
|
Unexercisable
|
|
|
($)
|
|
|
Date
|
|
|
Gary Gelman
|
|
|
250,000
|
|
|
|
|
|
|
$
|
2.56
|
|
|
|
11/01/10
|
|
|
|
|
250,000
|
|
|
|
|
|
|
$
|
1.94
|
|
|
|
08/15/15
|
|
|
|
|
300,000
|
|
|
|
|
|
|
$
|
1.97
|
|
|
|
06/20/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gary J. Knauer
|
|
|
20,000
|
|
|
|
|
|
|
$
|
2.25
|
|
|
|
06/23/08
|
|
|
|
|
25,000
|
|
|
|
|
|
|
$
|
2.50
|
|
|
|
06/29/09
|
|
|
|
|
25,000
|
|
|
|
|
|
|
$
|
2.56
|
|
|
|
11/01/10
|
|
|
|
|
50,000
|
|
|
|
|
|
|
$
|
1.80
|
|
|
|
06/06/12
|
|
|
|
|
30,000
|
|
|
|
|
|
|
$
|
1.70
|
|
|
|
10/07/13
|
|
|
|
|
5,000
|
|
|
|
|
|
|
$
|
2.25
|
|
|
|
03/03/09
|
|
|
|
|
50,000
|
|
|
|
|
|
|
$
|
2.24
|
|
|
|
02/10/15
|
|
|
|
|
20,000
|
|
|
|
|
|
|
$
|
1.94
|
|
|
|
08/15/15
|
|
|
|
|
25,000
|
(1)
|
|
|
|
|
|
$
|
1.76
|
|
|
|
02/12/17
|
|
|
|
|
(1)
|
|
These options, as well as all other options listed, are fully
vested. However, the option grants contain disposition
restrictions which prohibit the sale of 50% of the shares
obtained through the exercise of such awarded options until the
first anniversary of the grant date and the remaining 50% of the
shares obtained through the exercise of the awarded options
until the second anniversary of the grant date.
|
The closing price of the Companys common stock on
March 31, 2008 was $1.25 per share.
8
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 Companys 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:
|
|
|
|
|
The Audit Committee reviewed and discussed the audited financial
statements contained in the Companys Annual Report on
Form 10-KSB
for the year ended March 31, 2008 with the Companys
management and the independent auditors.
|
|
|
|
The Audit Committee discussed with the independent auditors the
matters required to be discussed by Statement on Auditing
Standards No. 61, as amended (Communications with Audit
Committees).
|
|
|
|
The Audit Committee received from the independent auditors
written disclosures and letter regarding the auditors
independence, as required by Independence Standards Board
Standard No. 1 (Independence Discussions with Audit
Committees), and discussed with the auditors their independence
from the Company and its management.
|
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 Companys 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
Companys 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 Companys
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. Cohns satisfaction, would have caused
J.H. Cohn to make reference to the subject matter of the
disagreement in connection with its report on the Companys
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.
9
The Audit Committee of the Companys Board of Directors
approved the dismissal of J.H. Cohn and this action was ratified
by the Companys Board of Directors. The Audit Committee of
the Companys Board of Directors simultaneously approved
the appointment of Holtz Rubenstein as the Companys
independent registered public accounting firm and this action
was ratified by the Companys 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:
|
|
|
|
|
|
|
|
|
|
|
Fiscal year ended March 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
Audit fees (1)
|
|
$
|
45,000
|
|
|
$
|
40,000
|
|
Audit-related fees
|
|
|
|
|
|
|
|
|
Tax fees
|
|
|
|
|
|
|
|
|
All other fees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fees
|
|
$
|
45,000
|
|
|
$
|
40,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Consists of fees for services provided in connection with the
audit of the Companys financial statements and review of
the Companys quarterly financial statements.
|
The Audit Committees policy is to pre-approve all audit
services and all non-audit services that the Companys
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 Companys 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
buildings 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.
10
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 SECs 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 Companys 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
11
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 Companys financial reporting
process, including the performance of the Companys systems
of internal accounting and financial controls, the
Companys internal audit function, the outside
auditors qualifications and independence, the
Companys process for monitoring compliance with applicable
legal, regulatory and ethics programs, and the annual
independent audit of the Companys financial statements. A
purpose of the Audit Committee shall also be to prepare the
Audit Committee report to be included in the Companys
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 Companys 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 Committees 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 Committees job is one of oversight. The
Companys management is responsible for preparing the
Companys 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 Companys 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 Companys 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 Companys
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 Managements
Discussion and Analysis to be included in the Companys
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 Companys 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 Companys interim
financial results to be included in the Companys 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
Companys 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 Companys
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 managements response.
(j) The Audit Committee shall review and discuss with
management, the outside auditors and the Companys Chief
Financial Officer, the adequacy and effectiveness of the
Companys internal controls, including the Companys
legal and regulatory compliance programs and the application of
the Companys code of ethics to the senior financial
officers. The Audit Committee shall review and discuss the
Companys legal and regulatory compliance programs with the
Companys General Counsel.
(k) The Audit Committee shall review and discuss the
Companys 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
Companys Chief Executive Officer and Chief Financial
Officer their evaluation of the Companys disclosure
controls and procedures.
4.
Other Matters
|
|
|
|
(a)
|
Legal Proceedings and Contingent Liabilities
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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
Committees chairman or another member of the Audit
Committee.
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(c)
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Proxy Statement Report
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The Audit Committee shall prepare the Audit Committee report
required by the rules of the Securities and Exchange Commission
to be included in the Companys proxy statement for the
election of members of the Board. The report will address all
issues required by the Securities and Exchange Commission.
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(d)
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Procedures for Employee Complaints and Concerns
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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.
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(e)
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Hiring Practices for Employees of Outside Auditor
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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.
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(f)
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Annual Self-Evaluation
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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.
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ELECTION OF DIRECTORS
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For All
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Withhold All
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For All
Except
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To withhold authority to vote,
mark For All Except and write
the nominees # on the line below
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1.
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01) Gary Gelman
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03) Peter Gutmann
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02) Edward M. Elkin, M.D.
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04) Joseph Looney
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o
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o
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o
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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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