SCHEDULE 14A
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
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials.
[ ] Soliciting Material Pursuant to Rule 14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2)).
ASSURANCEAMERICA CORPORATION
----------------------------
(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 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:
ASSURANCEAMERICA CORPORATION
RiverEdge One
Suite 600
5500 Interstate North Parkway
Atlanta, Georgia 30328
NOTICE OF ANNUAL SHAREHOLDERS' MEETING
TO BE HELD APRIL 21, 2004
Notice is hereby given that the 2004 Annual Shareholders' Meeting (the
"Annual Meeting") of AssuranceAmerica Corporation, a Nevada corporation, will be
held at our main offices at RiverEdge One, Suite 600, 5500 Interstate North
Parkway, Atlanta, Georgia 30328, on Wednesday, April 21, 2004, at 10:00 a.m.,
local time, for the following purposes:
1. Election of Directors. To elect five Directors to serve until
the 2005 Annual Shareholders' Meeting and until their successors are duly
elected and qualified; and
2. Other Business. The transaction of such other business as may
properly come before the Annual Meeting, including adjourning the Annual Meeting
to permit, if necessary, further solicitation of proxies.
A plurality of votes cast at the Annual Meeting will be required to
elect the five nominees for Director. The affirmative vote of holders of a
majority of our common stock present in person or represented by proxy and
entitled to vote will be required to approve any other matter to come before the
Annual Meeting. Only shareholders of record at the close of business on April 8,
2004, are entitled to receive notice of and to vote at the Annual Meeting or any
adjournment or postponement thereof.
YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU
OWN. YOU ARE ENCOURAGED TO VOTE BY PROXY SO THAT YOUR SHARES WILL BE REPRESENTED
AND VOTED AT THE ANNUAL MEETING EVEN IF YOU CANNOT ATTEND. ALL SHAREHOLDERS OF
RECORD CAN VOTE BY USING THE PROXY CARD. HOWEVER, IF YOU ARE A SHAREHOLDER WHOSE
SHARES ARE NOT REGISTERED IN YOUR OWN NAME, YOU WILL NEED ADDITIONAL
DOCUMENTATION FROM YOUR RECORD HOLDER TO VOTE PERSONALLY AT THE ANNUAL MEETING.
By Order Of The Board Of Directors
/s/ Guy W. Millner /s/ Lawrence Stumbaugh
Guy W. Millner Lawrence Stumbaugh
Chairman President and Chief Executive Officer
Atlanta, Georgia
April 9, 2004
ASSURANCEAMERICA CORPORATION
PROXY STATEMENT FOR 2004 ANNUAL SHAREHOLDERS' MEETING
TABLE OF CONTENTS
PAGE
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Voting Information........................................................1
Proposal 1 - Election of Directors........................................2
Certain Relationships and Related Transactions............................5
Executive Compensation....................................................6
Security Ownership of Certain Beneficial Owners and Management............7
Independent Auditors......................................................7
Section 16(a) Beneficial Ownership Reporting Compliance...................9
General Information.......................................................9
Other Matters............................................................10
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ASSURANCEAMERICA CORPORATION
PROXY STATEMENT FOR
2004 ANNUAL SHAREHOLDERS' MEETING
VOTING INFORMATION
PURPOSE
This Proxy Statement is being furnished to you in connection with the
solicitation by and on behalf of our Board of Directors of proxies for use at
the 2004 Annual Shareholders' Meeting (the "Annual Meeting") at which you will
be asked to vote upon a proposal to elect five Directors to serve until the 2005
Annual Shareholders' Meeting and until their successors are duly elected and
qualified (see Proposal 1).
The Annual Meeting will be held at 10:00 a.m., local time, on
Wednesday, April 21, 2004, at our main offices at RiverEdge One, Suite 600, 5500
Interstate North Parkway, Atlanta, Georgia 30328. This Proxy Statement and the
enclosed proxy are first being mailed to shareholders on or about April 9, 2004.
PROXY CARD AND REVOCATION
You are requested to promptly sign, date and return the accompanying
proxy card to us in the enclosed envelope. Any shareholder who has delivered a
proxy may revoke it at any time before it is voted by either electing to vote in
person at the Annual Meeting, by giving notice of revocation in writing or by
submitting to us a signed proxy bearing a later date, provided that we actually
receive such notice or proxy prior to the taking of the shareholder vote at the
Annual Meeting. Any notice of revocation should be sent to RiverEdge One, Suite
600, 5500 Interstate North Parkway, Atlanta, Georgia 30328, Attention: Lawrence
(Bud) Stumbaugh. The shares of our common stock represented by properly executed
proxies received at or before the Annual Meeting and not subsequently revoked
will be voted as directed in such proxies. If instructions are not given, shares
represented by proxies received will be voted "FOR" the election of each of the
five nominees for Director. As of the date of this Proxy Statement, we are
unaware of any other matter to be presented at the Annual Meeting.
WHO CAN VOTE; VOTING OF SHARES
Our Board of Directors has established the close of business on April
8, 2004, as the record date for determining our shareholders entitled to notice
of and to vote at the Annual Meeting. Only our shareholders of record as of the
record date will be entitled to vote at the Annual Meeting. A plurality of votes
cast at the Annual Meeting will be required to elect five Directors to serve
until the 2005 Annual Shareholders Meeting and until their successors are duly
elected and qualified. A plurality means that the nominees who receive the most
votes for the available directorships will be elected as Directors. Accordingly,
the withholding of authority by a shareholder will not be counted in computing a
plurality and will have no effect on the results of the election of such
nominees. The affirmative vote of holders of a majority of our outstanding
common stock present in person or represented by proxy and entitled to vote at
the Annual Meeting will be required to approve any other matter to properly come
before the Annual Meeting.
Under certain circumstances, brokers are prohibited from exercising
discretionary authority for beneficial owners who have not returned proxies to
the brokers (so-called "broker non-votes"). In such cases, those shares will be
counted for the purpose of determining if a quorum is present but will not be
included in the vote totals with respect to those matters for which the broker
cannot vote. Abstentions and broker non-votes are each included in the
determination of the number of shares present and voting
for the purpose of determining whether a quorum is present, and each is
tabulated separately. Because Directors are elected by a plurality, abstentions
and broker non-votes have no effect on the election of Directors. In all other
matters, abstentions are counted as votes against a proposal and broker
non-votes are not counted.
As of the record date, there were 45,211,100 shares of our common stock
outstanding and entitled to vote at the Annual Meeting, with each share entitled
to one vote.
The presence, in person or by proxy, of holders of 10% of the
outstanding shares of our common stock entitled to vote at the Annual Meeting is
necessary to constitute a quorum of the shareholders in order to take action at
the Annual Meeting. For these purposes, shares of our common stock that are
present, or represented by proxy, at the Annual Meeting will be counted for
quorum purposes regardless of whether the holder of the shares or proxy fails to
vote on any matter or whether a broker with discretionary authority fails to
exercise its discretionary voting authority with respect to any matter.
HOW YOU CAN VOTE
You may vote your shares by marking the appropriate boxes on the
enclosed proxy card. You must sign and return the proxy card promptly in the
enclosed self-addressed envelope. YOUR VOTE IS IMPORTANT. EVEN IF YOU PLAN TO
ATTEND THE ANNUAL MEETING IN PERSON, PLEASE RETURN YOUR MARKED PROXY CARD
PROMPTLY TO ENSURE THAT YOUR SHARES WILL BE REPRESENTED.
RECENT ACQUISITION
On April 1, 2003, our wholly-owned subsidiary AAHoldings Acquisition
Sub, Inc., merged with and into AssuranceAmerica Corporation, a Georgia
corporation ("AssuranceAmerica Georgia"). As a result of this merger,
AssuranceAmerica Georgia became a wholly-owned subsidiary of us. In connection
with this merger, AssuranceAmerica Georgia's shareholders exchanged an aggregate
of 19,508,902 shares of AssuranceAmerica Georgia common stock, no par value, on
a 1-for-1 basis, for the right to receive shares of our common stock, $0.01 par
value per share. Following the subsequent amendment of our Articles of
Incorporation to permit the conversion of AssuranceAmerica Georgia's Series A
Preferred Stock into shares of our common stock, the former shareholders of
AssuranceAmerica Georgia became holders of approximately 94.96% of our
outstanding common stock.
PROPOSAL 1 - ELECTION OF DIRECTORS
NUMBER OF DIRECTORS
Our Bylaws provide that our Board of Directors will consist of not less
than five Directors although the Board of Directors may either increase or
decrease to not less than three the number of Directors from time to time. The
number of Directors has been set at six by the Board. Our Board of Directors
currently consists of five Directors, with one vacancy.
NOMINEES
We have selected five nominees that we propose for election to our
Board of Directors. The nominees are: Guy W. Millner, Lawrence (Bud) Stumbaugh,
Donald Ratajczak, Quill O. Healey and John E. Cay III. Each of the nominees
presently serves on our Board of Directors. It is intended that each proxy
solicited on behalf of the Board of Directors will be voted only for the
election of designated nominees.
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Each of the nominees has consented to being named in this Proxy
Statement and to serve as a Director if elected. In the event that any nominee
withdraws or for any reason is not able to serve as a Director, the proxy will
be voted for such other person as may be designated by the Board of Directors
(or to reduce the number of persons to be elected by the number of persons
unable to serve), but in no event will the proxy be voted for more than five
nominees.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" EACH
NOMINEE.
BOARD OF DIRECTORS
The following table sets forth the names and ages as of April 8, 2004,
of the current members of our Board of Directors.
NAME AGE POSITION HELD
- ------------------------ --- ----------------------------------
Guy W. Millner 67 Chairman of the Board of Directors
Lawrence (Bud) Stumbaugh 63 Director
Donald Ratajczak 60 Director
Quill O. Healey 63 Director
John E. Cay III 58 Director
MEETINGS AND COMMITTEES OF THE BOARD
Our Board of Directors held three meetings during the transition period
ended December 31, 2003. Each Director attended 75% or more of the aggregate
number of meetings held by the Board of Directors. Our Board of Directors does
not have a standing Audit Committee, Nominating Committee or Compensation
Committee. During the transition period ended December 31, 2003, the Board of
Directors performed the function of a Nominating Committee and Audit Committee.
Because approximately 91% of our outstanding common stock is
beneficially held by two individuals, our Board of Directors feels that it is
appropriate not to have to have a standing Nominating Committee. Each of the
members of our Board of Directors participates in the consideration of Director
nominees. Messrs. Healey and Cay are "independent directors," as defined in Rule
303A of the New York Stock Exchange Listed Company Manual. Messrs. Millner and
Stumbaugh serve as our Chairman and President and Chief Executive Officer,
respectively, and Mr. Ratajczak served as our Chief Executive Officer until June
2003. As a result, Messrs. Millner, Stumbaugh and Ratajczak would not be
considered "independent directors." Our Board of Directors does not have a
charter or other formal policy relating to the nomination of Directors. Our
Board of Directors does not consider nominees for Director submitted by
shareholders.
Our Directors are expected to attend each annual shareholders meeting,
but are not required to do so. Last year, Messrs. Millner, Stumbaugh and Dr.
Ratajczak attended our annual shareholders meeting.
COMMUNICATING WITH THE BOARD
If you wish to communicate with our Board of Directors or any
individual Director, you may send correspondence to: AssuranceAmerica
Corporation, RiverEdge One, Suite 600, 5500 Interstate North Parkway, Atlanta,
Georgia 30328, Attention: Corporate Secretary. Our Corporate Secretary will
submit your correspondence to the Board or the appropriate Director, as
applicable.
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DIRECTOR COMPENSATION
For the transition period ended December 31, 2003, Guy W. Millner and
Lawrence Stumbaugh were not compensated in their capacity as Directors. Donald
Ratajczak and John E. Cay III each accepted a grant of 20,000 shares of our
common stock in lieu of cash compensation for their service for the transition
period ended December 31, 2003. Quill O. Healey elected to receive cash
compensation of $5,000 as remuneration for his services for the transition
period ended December 31, 2003.
EXECUTIVE OFFICERS
The following table sets forth the name, age and position of each of
our executive officers.
NAME AGE POSITIONS HELD
- ------------------------ --- ---------------------------------------
Guy W. Millner 67 Chairman
Lawrence (Bud) Stumbaugh 63 President and Chief Executive Officer
Robert J. Cormican 55 Senior Vice President, Chief Financial
Officer and Secretary
Our officers are appointed by the Board of Directors and serve until
their successors are duly elected and qualified. There are no family
relationships among any of our officers or Directors.
BIOGRAPHIES OF DIRECTORS AND OFFICERS
GUY W. MILLNER has served as the Chairman of the Board since June 2003.
Mr. Millner served as Chairman of AA Holdings, LLC, the predecessor of
AssuranceAmerica, our principal operating subsidiary, from 1999 to 2003. From
1961 to 1999, Mr. Millner served as Chairman of Norrell Corporation, a leading
provider of staffing and outsourcing solutions.
LAWRENCE (BUD) STUMBAUGH has served as our President and Chief
Executive Officer and on our Board of Directors since June 2003. He served as
President and Chief Executive Officer of AA Holdings, LLC from 1998 to 2003.
Prior to joining AA Holdings, LLC, Mr. Stumbaugh was President and Chief
Executive Officer of Lawmark International Corporation. Mr. Stumbaugh has served
as the President of Sercap Holdings, LLC since June 1997.
DONALD RATAJCZAK serves on our Board of Directors. Dr. Ratajczak
previously served as the Chairman of our Board of Directors and our Chief
Executive Officer from May 2000 to June 2003. From May 2000 to November 2000,
Dr. Ratajczak also served as our President. From July 1973 to June 2000, he
served as a professor and Director of Economic Forecasting Center at the J. Mack
Robinson College of Business Administration at Georgia State University. Dr.
Ratajczak also currently serves on the Board of Directors of the following
organizations: Crown Crafts, Inc., a textile manufacturing company; T.B.C.
Corporation, a tire distribution company, Ruby Tuesday, Inc., a food service
company and Regan Holdings, an insurance marketing company. He is a consulting
economist for Morgan, Keegan & Co., a broker/dealer company and a trustee for
C.I.M. High Yield, a bond fund company.
QUILL O. HEALEY has served on our Board of Directors since June 2003
and is Managing Partner of Healey Investments, L.P. He retired as Chairman of
Marsh, USA in 2001, after serving in that capacity since 1998.
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JOHN E. CAY, III has served on our Board of Directors since June 2003.
He has served as Chairman and Chief Executive Officer of Palmer & Cay, Inc., a
risk management and benefits consulting firm, since 1972.
ROBERT J. CORMICAN has served as our Senior Vice President, Chief
Financial Officer and Secretary since June 2003. Mr. Cormican has an extensive
background in insurance accounting, with over 25 years of experience. From 2002
through April 2003, Mr. Cormican served as the Senior Vice President and Chief
Financial Officer of AA Holdings, LLC. Prior to joining AA Holdings, LLC, Mr.
Cormican served as the Vice President of Prudential Property & Casualty Company,
from 1997 through 2001. From 1984 through 1997, Mr. Cormican served as the
Senior Vice President and Chief Financial Officer of Southern Heritage Insurance
Company of Tucker, Georgia, where he played a key role in its initial public
offering. Mr. Cormican holds a BBA degree in accounting and an MBA degree in
finance.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
John E. Cay, III, who serves on our Board of Directors, is the Chairman
and Chief Executive Officer of Palmer & Cay, Inc., an insurance, risk-management
and employee benefits consulting firm. We use this firm to design our corporate
insurance program, as well as to provide brokerage services for the placement of
all insurance coverages. We paid Palmer & Cay, Inc. approximately $56,877 in
2003 and $27,229 in 2002, respectively, for insurance premiums.
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EXECUTIVE COMPENSATION
The following table sets forth the cash and non-cash compensation we
awarded or paid for services rendered during the transition period ended
December 31, 2003, to our Chief Executive Officer and to our most highly
compensated executive officers other than the Chief Executive Officer whose
annual compensation exceeded $100,000 (the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
ANNUAL
COMPENSATION
TRANSITION PERIOD -------------------------------------------
ENDED
NAME AND PRINCIPAL POSITION (1) DECEMBER 31, SALARY ($) BONUS ($) COMPENSATION(2)
- -------------------------------------------------- ------------------ ----------- -------- ---------------
Lawrence Stumbaugh................................ 2003 $ 175,000 -- --
President and Chief Executive Officer
Robert J. Cormican................................ 2003 $ 135,000 -- --
Senior Vice President, Chief Financial Officer
and Secretary
(1) Mr. Stumbaugh was appointed President and Chief Executive Officer
effective April 1, 2003. Mr. Cormican was appointed Senior Vice
President, Chief Financial Officer and Secretary effective April 1,
2003.
(2) In accordance with the rules of the Securities and Exchange Commission,
the compensation set forth in the table does not include medical, group
life insurance or other benefits that are available to all salaried
employees and certain perquisites and other benefits, securities or
property that do not exceed the lesser of $50,000 or 10% of the
officer's salary and bonus shown in the table.
OPTION GRANTS IN THE LAST FISCAL YEAR
During the transition period ended December 31, 2003, we did not grant
any stock options to either of the Named Executive Officers.
YEAR-END OPTION VALUES
Neither of the Named Executive Officers exercised any stock options
during the transition period ended December 31, 2003. The following table
provides information regarding the value of exercisable and unexercisable stock
options held as of December 31, 2003, by each Named Executive Officer.
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
DECEMBER 31, 2003(#) DECEMBER 31, 2003 ($)(1)
-------------------- ------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- ------------- ----------- -------------
NAME
----
Lawrence Stumbaugh......... -- -- -- --
Robert J. Cormican......... -- 450,000 -- 292,500
(1) The value of unexercised, in-the-money options based on the average of
the high and low price of our common stock as of December 31, 2003,
which was $0.90.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table provides information concerning beneficial
ownership of our common stock as of April 8, 2004, by:
- each shareholder that we know owns more than 5% of our
outstanding common stock;
- each of our Named Executive Officers;
- each of our Directors; and
- all of our Directors and Named Executive Officers as a group.
The following table lists the applicable percentage of beneficial
ownership based on 45,211,100 shares of common stock outstanding as of April 8,
2004. Except where noted, the persons or entities named have sole voting and
investment power with respect to all shares shown as beneficially owned by them.
NUMBER OF SHARES OF COMMON
STOCK
NAME OF BENEFICIAL OWNER (1) BENEFICIALLY OWNED PERCENTAGE OWNERSHIP
--------------------------- --------------------
Guy W. Millner............................................. 36,255,653(2) 80.19%
Lawrence (Bud) Stumbaugh................................... 5,089,347(3) 11.26%
Donald Ratajczak........................................... 173,167(4) *
Quill O. Healey............................................ 16,666(5) *
John E. Cay III............................................ 70,000 *
Directors and executive officers as a group (6 persons) ... 41,604,833 91.96%
- ------------------------
* Less than 1.0%.
(1) The address of each beneficial owner is RiverEdge One, Suite 600, 5500
Interstate North Parkway, Atlanta, Georgia 30328.
(2) Includes indirect beneficial ownership by Mr. Millner of 2,119,500
shares of our common stock held by MI Holdings, Inc, a corporation
controlled by Mr. Millner.
(3) Includes 5,000 shares of our common stock held by Mr. Stumbaugh's
spouse as custodian for her son under the Georgia Transfers to Minors
Act.
(4) Includes an option to purchase 16,666 shares of our common stock.
(5) Consists of an option to purchase our common stock.
INDEPENDENT AUDITORS
The Board of Directors has appointed Miller Ray & Houser LLP, our
current independent auditors, to audit our financial statements for the fiscal
year ending December 31, 2004. We do not anticipate that representatives of
Miller Ray & Houser LLP will be present at the Annual Meeting.
Eisner, LLP audited our financial statements for the fiscal year ended
March 31, 2002. On July 24, 2002, we dismissed Eisner, LLP as our independent
auditors. The decision to change accountants was approved by our Board of
Directors. The report of Eisner, LLP on our financial statements for the fiscal
year ended March 31, 2002 did not contain an adverse opinion or disclaimer of
opinion and was not
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qualified or modified as to audit scope or accounting principles, but was
modified as to uncertainty regarding our ability to continue as a going concern.
In connection with the audit of our financial statements for the fiscal
year ended March 31, 2002, there were no disagreements with Eisner, LLP on any
matters of accounting principles or practices, financial statement disclosure,
or auditing scope or procedures, which if not resolved to the satisfaction of
Eisner, LLP would have caused it to make reference to the matter in its report.
We requested Eisner, LLP to furnish us with a letter addressed to the Securities
and Exchange Commission (the "SEC") stating whether it agrees with the above
statements. The letter was filed as Exhibit 16.1 to our Current Report on Form
8-K filed with the SEC on July 29, 2002.
Effective August 6, 2002, we engaged Miller Ray & Houser LLP to replace
Eisner, LLP as our accounting firm for the fiscal year ended March 31, 2003.
There have been no disagreements concerning any matter of accounting principle
or financial statement disclosure between us and Miller Ray & Houser LLP.
PRINCIPAL ACCOUNTANT- AUDIT AND NON-AUDIT FEES
Aggregate fees for professional services rendered by Miller Ray &
Houser LLP, our principal accountants, are as follows:
TRANSITION
PERIOD ENDED FISCAL YEAR ENDED
DECEMBER 31, 2003 MARCH 31, 2003
----------------- -----------------
Audit Fees............................................. $26,252 $24,263
Audit-Related Fees..................................... 13,116 0
Tax Fees............................................... 0 0
All Other Fees......................................... 0 0
-------- -------
Total..................................... $39,368 $24,263
Audit Fees. This category includes the aggregate fees billed for
professional services rendered for the audits of our consolidated financial
statements for our transition period ended December 31, 2003, and our fiscal
year ended March 31, 2003, for the reviews of the financial statements included
in our quarterly reports on Form 10-Q during 2003 and 2002, and for services
that are normally provided by Miller Ray & Houser, LLP in connection with
statutory and regulatory filings or engagements for the relevant fiscal years.
Audit-Related Fees. This category includes the aggregate fees billed in
each of the last two fiscal years for assurance and related services by Miller
Ray & Houser, LLP that are reasonably related to the performance of the audits
or reviews of the financial statements and are not reported under "Audit Fees,"
as noted above.
Tax Fees. No fees were billed in either of the last two fiscal years by
Miller Ray & Houser, LLP for tax compliance, tax planning and tax advice.
All Other Fees. No fees were billed in either of the last two fiscal
years for products and services provided by Miller Ray & Houser, LLP that are
not reported under "Audit Fees" or "Audit-Related Fees," as noted above.
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Our Board of Directors reviews and pre-approves audit and non-audit
services performed by Miller Ray & Houser, LLP, our independent auditors, as
well as the fee charged for such services, on a case-by-case basis.
Our Board of Directors has considered and determined the fees charged
for services other than "Audit Fees" discussed above are compatible with
maintaining independence by Miller Ray & Houser, LLP. Beginning May 6, 2003,
100% of the audit and non-audit services provided by our independent auditors
were pre-approved by our Board of Directors.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our Directors, executive
officers and persons who own beneficially more than 10% of a registered class of
our equity securities to file with the SEC initial reports of ownership and
reports of changes in ownership of such securities. Directors, executive
officers and greater than 10% shareholders are required by SEC regulations to
furnish us with copies of all Section 16(a) reports they file.
To our knowledge, the Section 16(a) filing requirements applicable to
our Directors, executive officers and greater than 10% beneficial owners were
complied with during the transition period ended December 31, 2003; provided,
however that one Form 4 was filed late on November 18, 2003, by each of Guy
Millner, Lawrence Stumbaugh and Sercap Holdings, LLC to report shares of common
stock received on July 2, 2003, upon the conversion of certain shares of
preferred stock held by such persons. In addition, one Form 4 was filed late on
December 9, 2003, by each of Donald Ratajczak and John E. Cay III to report a
grant on December 1, 2003, of shares of our common stock as compensation for
their service on our Board of Directors, and one Form 4 was filed late on
January 2, 2004, by each of Guy Millner, Lawrence Stumbaugh and John E. Cay III
to report the disposition of shares of our common stock by gift.
GENERAL INFORMATION
SHAREHOLDER PROPOSALS FOR 2005 ANNUAL SHAREHOLDERS MEETING
In order to be considered for inclusion in the proxy statement and form
of proxy to be used in connection with our 2005 Annual Shareholders Meeting,
shareholder proposals must be received by our Secretary at our principal
offices, located at RiverEdge One, Suite 600, 5500 Interstate North Parkway,
Atlanta, Georgia 30328, no later than December 10, 2004.
For business to be properly brought before the 2005 Annual Shareholders
Meeting, a shareholder must give timely written notice of the matter to be
presented at the meeting to our Secretary. To be considered timely, the
Secretary must receive the notice at our principal offices located at RiverEdge
One, Suite 600, 5500 Interstate North Parkway, Atlanta, Georgia 30328, not
earlier than January 10, 2005, and not later than February 8, 2005. In the event
our 2005 Annual Shareholders Meeting is called for a date that is not within
thirty (30) calendar days of April 21, 2005, such notice must be submitted not
later than the close of business on the tenth (10th) calendar day following the
day on which the notice of meeting was mailed or public disclosure of the date
of the meeting was made, whichever occurs first.
Such notice must contain a written statement of the shareholder's
proposal and of the reasons therefor, his name and address and number of shares
owned, and, in the case of the nomination of a Director, nominations must
contain the following information to the extent known by the notifying
shareholder: (i) the name, age and address of each proposed nominee; (ii) the
principal occupation of each proposed nominee; (iii) the nominee's
qualifications to serve as a Director; (iv) such other information
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relating to such nominee as required to be disclosed in solicitation of proxies
for the election of Directors pursuant to the rules and regulations of the
Securities and Exchange Commission; (v) the name and residence address of the
notifying shareholder; and (vi) the number of shares owned by the notifying
shareholder, and shall be accompanied by the nominee's written consent to being
named a nominee and serving as a Director if elected. A shareholder making any
proposal shall also comply with all applicable requirements of the Securities
Exchange Act of 1934, as amended. Nominations or proposals not made in
accordance with this procedure may be disregarded by the Chairman of the Annual
Shareholders Meeting in his discretion, and upon his instructions all votes cast
for each such nominee or for such proposal may be disregarded.
FORM 10-KSB
Our Annual Report on Form 10-KSB for the transition period ended
December 31, 2003, which was filed with the Securities and Exchange Commission,
is included with this Proxy Statement. Copies of exhibits and documents filed
with our Annual Report or referenced therein will be furnished to shareholders
of record who make written request therefor to us at RiverEdge One, Suite 600,
5500 Interstate Parkway North, Atlanta, Georgia 30328.
SOLICITATIONS OF PROXIES
We will pay the costs of soliciting proxies. This solicitation is being
made by mail, but may also be made by telephone or in person by our officers and
employees. We will reimburse brokerage firms, nominees, custodians and
fiduciaries for their out-of-pocket expenses for forwarding proxy materials to
beneficial owners.
OTHER MATTERS
Our Board of Directors knows of no other matters to be presented for
shareholder action at the Annual Meeting. However, if other matters do properly
come before the Annual Meeting or any adjournments or postponements thereof, our
Board of Directors intends that the persons named in the proxy card will vote
upon such matters in accordance with their best judgment.
By Order of the Board Of Directors
/s/ Guy W. Millner /s/ Lawrence Stumbaugh
Guy W. Millner Lawrence Stumbaugh
Chairman President and Chief Executive
Officer
April 9, 2004
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, SIGN,
DATE AND PROMPTLY RETURN THE ACCOMPANYING PROXY CARD IN THE ENCLOSED ENVELOPE.
YOU MAY REVOKE YOUR PROXY AT ANY TIME BEFORE THE ANNUAL MEETING. IF YOU ARE A
SHAREHOLDER OF RECORD AND YOU DECIDE TO ATTEND THE ANNUAL MEETING AND WISH TO
CHANGE YOUR PROXY VOTE, YOU MAY DO SO AUTOMATICALLY BY VOTING IN PERSON AT THE
ANNUAL MEETING.
-10-
FORM OF PROXY
ASSURANCEAMERICA CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
APRIL 21, 2004 -- PROXY
THIS PROXY IS SOLICITED ON BEHALF OF OUR BOARD OF DIRECTORS.
The undersigned hereby constitutes and appoints Lawrence Stumbaugh and
Donald Ratajczak and each of them, the true and lawful attorneys and proxies for
the undersigned, to act and vote all of the undersigned's capital stock of
AssuranceAmerica Corporation, a Nevada corporation, at the Annual Meeting of
Shareholders to be held at our executive offices at RiverEdge One, Suite 600,
5500 Interstate North Parkway, Atlanta, Georgia 30328, at 10:00 a.m. local time
on Wednesday, April 21, 2004, and at any and all adjournments thereof, for the
purposes of considering and acting upon the matter proposed by AssuranceAmerica
Corporation that is identified below. This proxy when properly executed will be
voted in accordance with the specifications made herein by the undersigned
shareholder. If no direction is made, this proxy will be voted "FOR" each of the
nominees listed below.
1. ELECTION OF DIRECTORS.
Nominees: Guy W. Millner Lawrence (Bud) Stumbaugh Quill O. Healey
Donald Ratajczak John E. Cay III
<Table>
Check One Box
[ ] FOR each of the Nominees [ ] WITHHOLD AUTHORITY to
listed above (except as vote for all Nominees
marked to the contrary listed above
below)
</Table>
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THAT NOMINEE'S NAME IN THE FOLLOWING SPACE PROVIDED.)
- --------------------------------------------------------------------------------
In their discretion, the proxies are authorized to vote on such other
business as may properly come before the Annual Meeting or adjournment(s),
including adjourning the Annual Meeting to permit, if necessary, further
solicitation of proxies.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.
Should the undersigned be present and elect to vote at the Annual Meeting,
or at any adjournments thereof, and after notification to our Secretary at the
Annual Meeting of the shareholder's decision to terminate this proxy, the power
of said attorneys and proxies shall be deemed terminated and of no further force
and effect. The undersigned may also revoke this proxy by filing a subsequently
dated proxy or by notifying our Secretary of his or her decision to terminate
this proxy.
The undersigned acknowledges receipt from us prior to the execution of this
proxy of a Notice of the Annual Meeting and a Proxy Statement dated April 9,
2004.
<Table>
Dated: April , 2004
--------------------------------------------
Signature of Shareholder
--------------------------------------------
Print Name of Shareholder
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Signature of Shareholder
--------------------------------------------
Print Name of Shareholder
NOTE: Joint owners should each sign. When
signing as attorney, executor, administrator,
trustee or guardian, please give full title as
such. If the signatory is a corporation, sign
the full corporate name by a duly authorized
officer.
</Table>