Securities and Exchange Commission
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
September 10, 2002
Commission file number 0-23903
eAutoclaims.com, Inc.
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(Exact name of small business issuer as specified in its charter)
Nevada 95-4583945
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
110 East Douglas Road, Oldsmar, Florida 34677
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(Address of principal executive offices)
(813) 749-1020
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(Issuer's telephone number)
ITEM 5./ITEM 9. OTHER EVENTS/REGULATION FD DISCLOSURE.
1. See the attached press release.
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DriverShield to acquire eAutoclaims through merger into DriverShield
subsidiary.
Merged electronic claims management subsidiary will be nation's largest
Coral Springs, FL, September 12, 2002 - DriverShield Corp. (Nasdaq SmallCap:
DRVR) and eAutoclaims, Inc. (OTCBB: EACC), the leaders in providing online
claims management solutions for the auto insurance industry, jointly announced
today that they have signed a non-binding letter of intent whereby eAutoclaims
shareholders will exchange their common stock for DriverShield common stock.
DriverShield's CRM insurance services unit and eAutoclaims will then be merged
into a newly formed, wholly owned subsidiary of DriverShield Corp. It is
contemplated that the new subsidiary will continue to use the eAutoClaims brand
name. The transaction will create the insurance industry's preeminent online
auto claims management company.
DriverShield will be the surviving entity and DriverShield shareholders will own
at least 57% of the post-merger company, with EACC shareholders owning
approximately 43%, subject to certain adjustments. According to the companies,
the merger is contingent upon the completion of due diligence, the signing of a
definitive agreement, regulatory review and shareholder approval by the
shareholders of both companies. The closing is anticipated in the fourth
calendar quarter 2002.
Barry Siegel, Chief Executive Officer of DriverShield, said, "This acquisition
brings together the two market leaders and creates major opportunities for
economies of scale that will immediately benefit all the customers and
shareholders of both companies. We believe our sales volume will be at an annual
run rate of nearly $50 million by the time the deal closes and should accelerate
DriverShield's effort to reach profitability. There are virtually no overlaps in
our customer bases and the combined resources of both companies will clearly
create a value proposition unmatched by any other company in this industry, in
terms of technology, proven shop network, operational functionality, and
financial strength.
The combined companies currently have approximately 150 employees. It is
contemplated that most of the senior executives of the combined companies will
be headquartered at the new DriverShield headquarters located in Coral Springs,
Florida and under the supervision of Eric Seidel, the majority of the company's
operations and employees will be located in Oldsmar, Florida and Columbia, South
Carolina, where eAutoclaims is currently based. Barry Siegel will continue to
serve as Chairman and CEO of the parent company.
Eric Seidel, President and CEO of eAutoclaims, will be President of the newly
formed subsidiary, "The merger of eAutoclaims into DriverShield will create a
technologically advanced company with a dominant market share and a strong
balance sheet. We look forward to completing the transaction and executing our
joint business plan," Seidel said.
DriverShield has agreed to advance eAutoclaims up to $1 million on a secured
basis upon the signing of the definitive agreement. These funds will be used for
growth and working capital. These advances that may be made to eAutoclaims will
be converted into eAutoclaims common stock immediately prior to the closing of
this transaction at the rate of $.30 per share of eAutoclaims common stock,
thereby reducing the final percentage of stock ownership of DriverShield by
eAutoclaims shareholders. eAutoclaims shall have the right to repay these
advances prior to closing. The final balance of these advances will determine
the percentage of DriverShield that eAutoclaims shareholders will be receiving
at closing. It is presently anticipated that eAutoclaims shareholder's ownership
of DriverShield should eventually at closing be between 33% and 43%.
DriverShield will continue to trade under the trading symbol DRVR on the Nasdaq
SmallCap Market. The customer base for the combined company includes auto
insurance industry leaders such as, Royal and SunAlliance and The St. Paul
Insurance Company.
DriverShield has two other operating subsidiaries, including DriverShield ADS,
which provides auto discounts services to affinity groups and financial
institutions, and a newly formed operating subsidiary that will be formally
announced shortly.
# # #
DriverShield, founded in 1983, provides Internet-based collision repair and
claims management services for auto insurance companies and offers automotive
discounts and services programs to members of affinity groups, primarily through
financial institutions and membership organizations, serving the needs of
approximately one million drivers. eAutoclaims is a business services company
that provides the insurance industry with claims management services through
both ASP and integrated outsourcing solutions. The Company's clients are
insurance companies, fleet management companies and insurance services
companies. eAutoclaims' solutions streamline the claims handling process,
decreasing the overall time and cost required to process a collision claim and
reducing average paid losses for its clients. The Company handles repair
estimates, repair audits and claims systems administration services for
automobile claims that are processed and tracked via the eAutoclaims Web-based
platform and network of service providers.
This announcement contains "forward-looking statements." Words such as
"anticipate", "believe", "estimate", "expect" and other similar expressions as
they relate to the Company and its management are intended to identify such
forward-looking statements. Although the Company and its management believe that
the statements contained in this announcement are reasonable, it can give no
assurances that such statements will prove correct. Factors that could affect
the occurrence of events or results discussed herein are included with those
mentioned in the Company's filings with the Securities and Exchange Commission.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
eAutoclaims.com, Inc.
Dated 9/12/02
/s/ Eric Seidel
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President