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 [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [x] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to ss.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. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1) Title of each class of securities to which transaction applies: 2) Aggregate number of securities to which transaction applies: 3) 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): 4) Proposed maximum aggregate value of transaction: 5) Total fee paid: [ ] Fee paid previously with preliminary materials. [ ] 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. 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 6, 2004 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, will be held at the offices of Hartman & Craven LLP, 488 Madison Avenue, New York, New York 10022 on Wednesday, October 6, 2004 at 10:00 a.m., local time, to consider and act upon the following matters: (1) To elect three Directors to the Board of Directors; (2) To transact such other business as may properly come before the Annual Meeting or any adjournment thereof. Only shareholders of record at the close of business on August 30, 2004 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, PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD AS SOON AS POSSIBLE IN THE ENVELOPE PROVIDED. By Order of the Board of Directors, GARY J. KNAUER Secretary September 7, 2004 AMERICAN CLAIMS EVALUATION, INC. ONE JERICHO PLAZA JERICHO, NEW YORK 11753 PROXY STATEMENT ANNUAL MEETING OF SHAREHOLDERS OCTOBER 6, 2004 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 6, 2004 at the offices of Hartman & Craven LLP, 488 Madison Avenue, New York, New York 10022 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 8, 2004. The Company's common shares, par value $.01 per share ("Shares"), are the only outstanding class of voting securities. Holders of record at the close of business on August 30, 2004 are entitled to notice of, and to vote at, the Annual Meeting and any adjournment thereof. At the close of business on August 30, 2004, there were issued and outstanding 4,859,800 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. For purposes of determining whether proposals have received a majority vote, 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, 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 or telegram 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. 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 30, 2004 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. Amount and Nature Name and Address of Beneficial Percent of of Beneficial Owner Ownership (1)(4) Class (1) - ----------------------------------------- --------------------------- ---------------------- Gary Gelman (2) 3,446,400 63.7% Peter Gutmann (2) 116,000(3) 2.4% Edward M. Elkin (2) 76,000 1.5% Gary J. Knauer (2) 138,750 2.8% J. Morton Davis 388,024(5) 8.0% Kinder Investments, L.P. 292,500(6) 6.0% All executive officers and directors as a group (four persons) 3,777,150 66.3% (1) Based on a total of 4,859,800 Shares issued and outstanding as of August 30, 2004. In addition, 834,750 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 Company's 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"). (2) Address is c/o American Claims Evaluation, Inc., One Jericho Plaza, Jericho, NY 11753. 2 (3) Includes 4,000 Shares owned by the wife of Mr. Gutmann, as to which beneficial ownership is disclaimed. (4) Includes the presently exercisable portions of outstanding stock options (aggregating 834,750 Shares) which, in the case of Messrs. Gelman, Gutmann, Elkin, and Knauer are 550,000, 70,000, 76,000 and 138,750 Shares, respectively. (5) 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 Investment's Shares may be deemed to be beneficially owned by him. Mr. Davis owns 1,100 Shares directly. (6) 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 Perlysky's wife. PROPOSAL ONE ELECTION OF DIRECTORS Three 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 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 three. 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 proxies 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." 3 Name Age Position(s) with the Company - --------------------------------- ----------- --------------------------------------- Gary Gelman 57 Chairman of the Board, President and Chief Executive Officer Edward M. Elkin, M.D. 65 Director Peter Gutmann 75 Director 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. Since 1996, Mr. Gelman has been Chairman of the Board of Directors of Misonix, Inc., a publicly traded company engaged in the design, development and manufacturing of ultrasonic devices including medical instruments. Edward M. Elkin, M.D. has been a director of the Company since July 1, 1985. For more than the past five years, Dr. Elkin has 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. 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 three meetings during the fiscal year commencing April 1, 2003 and ending March 31, 2004 ("Recent Fiscal Year"). All of the nominees were members of the Board of Directors during the Recent Fiscal Year and attended all three 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 2003 Annual Meeting of Shareholders held on October 7, 2003. 4 The Audit Committee of the Board of Directors, a separately-designated standing audit committee established in accordance with section 3(a)(58)(A) of the Exchange Act and consisting of Messrs. Gutmann and Elkin, held four meetings during the Recent Fiscal Year. The Audit Committee's primary responsibilities are to: (i) review the Company's financial reporting principles and policies and its internal control systems, (ii) review and monitor the performance and independence of the Company's independent auditors, (iii) provide an open avenue of communication among the independent auditors, financial and senior management and the Board of Directors and (iv) appoint, evaluate, compensate and where appropriate, terminate and replace the Company's independent auditors. The Audit Committee is entirely made up of independent directors as required under Rule 4350(d) of the National Association of Securities Dealers' ("NASD") listing standards. The Audit Committee is governed by a written charter approved by the Board of Directors. Director Nomination Policy The Company does not currently have a standing Nominating Committee or a formal Nominating Committee Charter. Currently, both independent members of the Board, 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 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 NASD listing standards. 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 Securities and 5 Exchange Commission (the "SEC") and the NASD listing standards; 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 of the Company 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. Stockholders 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 (Board Matters). The Corporate Secretary promptly will forward all shareholder communications and other communications from interested parties unopened to the intended recipient. 6 Director Compensation The Company's policy is to pay its non-employee directors an annual fee of $1,000 and a uniform fee of $400 for each Board of Directors' meeting and/or Audit Committee meeting attended in person. Components of Compensation The Company does not have a standing Compensation Committee. However, both independent members of the Board, rather than a formal committee, review executive compensation. 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. Section 16(a) Beneficial Ownership Reporting Compliance Under Section 16(a) of the Exchange Act, 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. Based on its review of the copies of such forms it has received, except as set forth below, the Company believes that all Section 16(a) filing requirements applicable to its directors, executive officers and greater than 10% beneficial owners were complied with on a timely basis. One director, Edward M. Elkin, has failed to file one Form 4 with regard to two trades. He is the process of correcting such deficiency. 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. 7 EXECUTIVE OFFICERS OF THE COMPANY The executive officers of the Company are as follows: Name Age Position - --------------------- ----------- ------------------------- Gary Gelman 57 Chairman of the Board, President and Chief Executive Officer Gary J. Knauer 45 Chief Financial Officer, Treasurer and Secretary 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 and another executive officer (the "Named Executive Officers") with annual compensation exceeding $100,000 for the fiscal years ended March 31, 2004, 2003 and 2002: Long-Term Compensation Annual Compensation Awards ------------------------------------------ ------------------- Other Annual Securities All Other Name and Fiscal Salary Bonus Compensation Underlying Compensation Principal Position Year ($) ($) ($)(1) Options (#) ($)(2) - ----------------------- --------- ------------- --------- ------------------ ------------------- ------------------- Gary Gelman Chairman, 2004 $244,311 - - 100,000 $2,514 President 2003 244,311 - - 500,000 2,496 and CEO 2002 244,311 - - - 2,546 Gary J. Knauer Treasurer, 2004 $119,881 - - 30,000 $1,810 Secretary 2003 111,462 - - 50,000 1,672 and CFO 2002 106,081 - - - 1,340 8 (1) The aggregate of all perquisites and other personal benefits provided by the Company were not greater than either $50,000 or 10% of the total annual salary and bonus reported in this table for the respective Named Executive Officers. (2) Consists of matching contributions made by the Company under the Company's 401(k) plan. 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 $238,800. In addition, Mr. Gelman is entitled to participate in all employee benefit programs and other policies and programs of the Company. Mr. Gelman is not required to devote any specific number of hours to the business of the Company. He is subject to a non-competition and non-disclosure covenant for a period of three years following termination of employment with the Company. The employment agreement is in effect through June 6, 2005, and is automatically renewable for successive one year terms unless the Company or Mr. Gelman gives the other notice of intention to terminate the agreement at the end of the then-current term. The following table summarizes the grants of stock options made during Fiscal 2004 to the Named Executive Officers: OPTION GRANTS IN LAST FISCAL YEAR % of Total Options Number of Granted to Securities Underlying Employees in Exercise Expiration Name Options Granted (#) Fiscal Year Price ($/sh) Date - ----------------------------- --------------------------- ----------------- --------------- -------------- Gary Gelman 100,000 76.9% $1.70 10/7/2013 Chairman, President and CEO Gary J. Knauer 30,000 23.1% $1.70 10/7/2013 Treasurer, Secretary and CFO 9 AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES The following table summarizes the number and value of unexercised stock options at March 31, 2004 for the Named Executive Officers: Number of Securities Value of Underlying Unexercised Unexercised In-the-Money Options at Options at Shares Value FY-End (#) FY-End ($)(1) Acquired Realized Exercisable/ Exercisable/ Name on Exercise (#) ($) Unexercisable Unexercisable - ----------------------------- -------------------- ------------ ------------------------- ------------------------- Gary Gelman Chairman, President and CEO - - 1,150,000/- $1,779,000/- Gary J. Knauer Treasurer, Secretary and CFO - - 111,250/68,750 $141,200/$113,300 (1) The closing price of the Company's Shares on March 31, 2004 as reported by the Nasdaq SmallCap Market was $3.36 per Share. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS The following table sets forth information as of March 31, 2004 with respect to compensation plans under which Shares of the Company may be issued. Number of Number of securities to Weighted-average exercise securities remaining be issued upon exercise price of outstanding available for future of outstanding options, options, warrants and issuance under equity Plan category warrants and rights rights compensation plans ------------- ------------------- ------------------------- ------------------ Equity compensation plans approved by security holders 1,508,500 $1.89 59,000 Equity compensation plans not approved by security holders 0 N/A 0 Total 1,508,500 $1.89 59,000 10 AUDITORS On August 12, 2004, the Company dismissed KPMG LLP ("KPMG") as its independent auditors. The reports of KPMG on the Company's financial statements as of and for each of the fiscal years ended March 31, 2004 and 2003 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. In connection with the audits of the fiscal years ended March 31, 2004 and 2003, there were no disagreements with KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to KPMG's satisfaction, would have caused KPMG to make reference to the subject matter of the disagreement in connection with their report on the Company's consolidated financial statements for such years. On August 12, 2004, the Board of Directors, upon approval of its Audit Committee, ratified the appointment of J.H. Cohn LLP as the Company's independent registered public accounting firm to conduct an audit of the Company's financial statements for the fiscal year ending March 31, 2005. Representatives of J.H. Cohn LLP are expected to be present at the Annual Meeting to respond to appropriate questions from shareholders and will be given the opportunity to make a statement if they so desire. Representatives from KPMG are not expected to be present or otherwise available for comment. Audit Fees The aggregate fees billed for professional services rendered by KPMG for the audits of the Company's consolidated financial statements for the fiscal years ended March 31, 2004 and 2003 and the reviews of the consolidated financial statements included in the Company's quarterly reports on Form 10-QSB during the fiscal years ended March 31, 2004 and 2003 were $32,000 and $26,000, respectively. Audit-Related Fees The Company did not engage KPMG to provide any audit-related services to the Company during the fiscal years ended March 31, 2004 and 2003. Tax Fees The Company did not engage KPMG to provide any tax services to the Company during the fiscal years ended March 31, 2004 and 2003. 11 All Other Fees The Company did not engage KPMG to provide any other professional services to the Company during the fiscal years ended March 31, 2004 and 2003. 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. 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. AUDIT COMMITTEE REPORT The Audit Committee has reviewed and discussed the audited financial statements of the Company for the fiscal year ended March 31, 2004 with the Company's management. Management represented to the Audit Committee that the Company's financial statements were prepared in accordance with generally accepted accounting principles, and the Audit Committee has reviewed and discussed the financial statements with the independent accountants. The Audit Committee has discussed with the independent accountants the matters required to be discussed by Statement on Auditing Standards No. 61 (Communications with Audit Committees). The Audit Committee has also received the written disclosures required by Independence Standards Board Standard No. 1 (Independence Discussion with Audit Committees), and discussed with the accountants their independence from the Company and its management. Based on the Audit Committee's review and discussions noted above, the Audit Committee recommended to the Board of Directors that the Company's audited financial statements be included in the Company's Annual Report on Form 10-KSB for the fiscal year ended March 31, 2004 for filing with the SEC. Respectfully submitted, The Audit Committee Peter Gutmann Edward M. Elkin 12 CERTAIN MATTERS On August 20, 2004, the Company entered into a seven-year noncancelable operating sublease, commencing 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 has been 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, FREE OF CHARGE, TO ALL SHAREHOLDERS A COPY OF ITS ANNUAL REPORT ON FORM 10-KSB (WITHOUT EXHIBITS) FOR THE FISCAL YEAR ENDED MARCH 31, 2004, UPON WRITTEN REQUEST OF SUCH SHAREHOLDER TO GARY J. KNAUER, SECRETARY, AMERICAN CLAIMS EVALUATION, INC., ONE JERICHO PLAZA, JERICHO, NEW YORK 11753. SHAREHOLDER PROPOSALS Proposals by shareholders intended to be presented at the 2005 Annual Meeting of Shareholders must be received by the Company on or before May 10, 2005 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 2005 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 July 25, 2005, unless the 2005 Annual Meeting is not held within 30 days before or after the anniversary date of the 2004 Annual Meeting. By Order of the Board of Directors, Gary J. Knauer, Secretary September 7, 2004 Jericho, New York 13 PROXY AMERICAN CLAIMS EVALUATION, INC. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints Gary Gelman, Peter Gutmann and Edward M. Elkin as Proxies, each with the power to appoint a substitute, and hereby authorizes them to represent and to vote, as designated below, all the Common Shares of American Claims Evaluation, Inc. held of record by the undersigned on August 30, 2004 at the Annual Meeting of Shareholders to be held on October 6, 2004 or any adjournment thereof. PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY IN THE ENVELOPE PROVIDED - -------------------------------------------------------------------------------- 1. Election of Directors: Gary Gelman, Peter Gutmann and Edward M. Elkin FOR all WITHHOLD Instruction: To withhold authority Nominees listed AUTHORITY to vote for any individual nominee or (except as marked to vote for all nominees, write such name(s) in the to the contrary) Nominees listed line(s) provided below: [ ] [ ] ------------------------------------- ------------------------------------- - -------------------------------------------------------------------------------- IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE 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 EXACTLY AS NAME APPEARS HEREON. - ---------------------------------- (Signature) - ---------------------------------- (Signature if held jointly) Dated: ---------------------------- When shares are held by joint tenants, both should sign. When signing as attorney, as 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, please sign in partnership 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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DEF 14A Filing
AMERICAN LEARNING Inactive DEF 14ADefinitive proxy
Filed: 7 Sep 04, 12:00am