UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14c-5(d)(2))
[X] Definitive Proxy Statement
eAutoclaims.com, Inc.
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) 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 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:
eAutoclaims.com, Inc.
110 E. Douglas Road
Oldsmar, Florida 34677
NOTICE OF CONSENT SOLICITATION
July 13, 2004
To the Stockholders of eAutoclaims.com, Inc.:
You are being asked to consider and provide written consent to the
following proposals:
1. To approve an amendment to our Certificate of Incorporation to
change the name of the corporation to "eAutoclaims, Inc."; and
2. To approve an amendment to our Certificate of Incorporation to
increase the number of shares of common stock that we are authorized to issue
from 50,000,000 shares to 100,000,000 shares.
Attached is a consent statement that more fully describes the
proposals. Please give this information your careful attention.
THE BOARD OF DIRECTORS UNANIMOUSLY APPROVED THE PROPOSALS AND
RECOMMENDS THAT STOCKHOLDERS CONSENT TO THEM.
Please act promptly in marking, signing, and dating the enclosed consent card
solicited by your board of directors, and delivering it by facsimile to the
Company (813-749-1040) or returning it in the return envelope provided, which
requires no postage if mailed in the United States.
Only stockholders of record at the close of business on the record date
set by the Board of Directors, June 25, 2004, are entitled to vote on the
proposals.
By Order of the Board of Directors
/s/ Jeffrey D. Dickson
---------------------------
Jeffrey D. Dickson, Chairman
Oldsmar, Florida
July 13, 2004
eAutoclaims.com, Inc.
110 E. Douglas Road
Oldsmar, Florida 34677
CONSENT STATEMENT
VOTING AND OTHER MATTERS
General
This Consent Statement and related solicitation materials are being
furnished to you in connection with the solicitation of executed consents of the
stockholders of eAutoclaims.com, Inc. by the board of directors. This
information is being released to stockholders on or about July 13, 2004.
We are soliciting consents to act upon the following proposals: (i) to
amend our Certificate of Incorporation to change the name of the corporation to
"eAutoclaims, Inc.", and (ii) the amend our Certificate of Incorporation to
increase the number of shares of common stock we are authorized to issue from
50,000,000 shares to 100,000,000 shares.
THE BOARD OF DIRECTORS UNANIMOUSLY APPROVED THE PROPOSALS AND RECOMMENDS THAT
THE STOCKHOLDERS CONSENT TO THEM.
Each member of our Board of Directors who owns shares of our Common
Stock and certain of our largest stockholders have indicated that they will
consent to each of the proposals. These shares total approximately 6% of our
outstanding voting stock as of June 25, 2004, the record date for this consent
solicitation.
An explanation of the consent solicitation process, including the date
on which consents expire and the revocability of consents is provided in the
section of this Consent Statement entitled "Voting Rights and Solicitation."
A form of consent is enclosed. Stockholders are requested to mark,
sign, and date the enclosed form of consent and return it as promptly as
possible by facsimile (813-749-1040) or in the envelope provided with these
materials, which requires no postage if mailed in the United States.
Voting Securities and Voting Rights
Stockholders of record as of the close of business on June 25, 2004,
are entitled to vote on the proposals. As of the record date, there were
33,802,394 shares of the Company's common stock, par value $.0001 per share (the
"Common Stock"), issued and outstanding. Each share is entitled to one vote on
all issues requiring a stockholder vote. Directors shall be elected by a
plurality of the votes cast.
The Consent Procedures
The matters being considered by the stockholders are being submitted
for action by written consent, rather than by votes cast at a meeting. Section
78.320 of the Revised Statutes of the State of Nevada states that, unless
otherwise provided in the certificate of incorporation or the bylaws, any action
required or permitted to be taken at a meeting of stockholders, may be taken
without a meeting, without prior notice and without a vote, if written consent
thereto is signed by stockholders holding at least a majority of the voting
power, except that if a different proportion of voting power is required for
such an action at a meeting, then that proportion of written consents is
required.
Our Board set June 25, 2004 as the record date for this Consent
Solicitation. Neither our certificate of incorporation nor our bylaws contain
any provision or language in any way limiting the right of stockholders to take
action by written consent.
Why is eAuto Soliciting Consents as Opposed to Holding an Annual Meeting?
The Board of Directors believes it would not be in the best interest of
eAuto and its stockholders to incur the cost of holding an annual meeting in
connection with these actions. Based on the foregoing, our Board of Directors
has determined not to call an annual meeting of stockholders, and none will be
held this year.
What Vote is Required?
In the case of this consent solicitation, written, unrevoked consents
of the holders of a majority of the shares of the Common Stock outstanding and
entitled to vote on June 25, 2004, the record date for determining stockholders
entitled to express consent to the actions proposed in this solicitation, are
required for approval of each proposal.
These consents must be delivered to us as described above to effect the
proposals for which stockholder consents are being solicited.
What If I Sign a Consent But Do Not Indicate My Vote?
If a shareholder specifies how the consent card is to be voted with
respect to the proposals, the consent card will be voted in accordance with that
specification. If a shareholder fails to so specify, the consent card will be
deemed consent to each of the proposals.
How Are Abstentions and Broker Non-Votes Treated?
Consent cards that reflect abstentions, withheld votes, and broker
non-votes will be treated as voted for purposes of determining the affirmative
vote necessary to approve the proposals. As such, abstentions, withheld votes,
and broker non-votes have the effect of votes against the proposals.
What If I Do Not Consent But the Proposal is Still Approved?
Stockholders who do not consent to the approval of the proposals by
execution of the consent card will nonetheless be bound by the proposals if
sufficient written consents are received by us to approve the proposals as set
forth above. No dissenters' or similar rights apply to stockholders who do not
approve the proposals.
How Will Consents Be Solicited?
We will bear the entire cost of solicitation, including the
preparation, assembly, printing, and mailing of this Consent Statement, the
consent, and any additional solicitation material furnished to stockholders.
Copies of solicitation material will be furnished to fiduciaries and custodians
holding shares in their names that are beneficially owned by others. The
original solicitation of consents by mail may be supplemented by a solicitation
by telephone, telegram, or other means by our directors, officers, or employees.
No additional compensation will be paid to these individuals for any of those
services. Except as described above, we do not presently intend to solicit
consents other than by mail.
Can I Revoke My Consent?
A consent executed by a stockholder may be revoked at any time up until
signed unrevoked consents by the holders of a majority of the votes of our
Common Stock outstanding on the consent record date have been delivered to us in
accordance with the Nevada Revised Statutes. To revoke consent, a stockholder
must deliver a written, signed and dated revocation prior to that time. A
revocation may be in any written form validly signed by the record holder as
long as it clearly states that the consent previously given is no longer
effective. The revocation must be delivered to our principal executive offices
or any other address provided by us for that purpose.
When Do Consents Expire?
All consents, regardless of when dated, will expire unless valid,
unrevoked consents constituting the requisite number of outstanding shares of
our Common Stock are delivered to us on or before 45 days of the earliest dated
consent delivered to us.
Delivery of Consent Statement and Annual Report to Households
The Securities and Exchange Commission has implemented a rule
permitting companies and brokers, banks or other intermediaries to deliver a
single copy of an annual report and Consent Statement to households at which two
or more beneficial owners reside. This method of delivery, which eliminates
duplicate mailings, is referred to as "householding." Beneficial owners sharing
an address who have been previously notified by their broker, bank or other
intermediary and have consented to householding, either affirmatively or
implicitly by not objecting to householding, will receive only one copy of the
Company's Annual Report and this Consent Statement.
If you hold your shares in your own name as a holder of record,
householding will not apply to your shares.
Beneficial owners who reside at a shared address, at which a single
copy of the Company's Annual Report and this Consent Statement is delivered may
obtain a separate Annual Report and/or Consent Statement without charge by
sending a written request to: eAUTOCLAIMS.COM, INC., 110 East Douglas Road,
Oldsmar, Florida 34677, Attention: Investor Relations, or by calling the Company
at (813) 749-1020. The Company will promptly deliver an Annual Report and
Consent Statement upon receipt of such request.
Not all brokers, banks or other intermediaries may offer the
opportunity to permit beneficial owners to participate in householding. If you
want to participate in householding and eliminate duplicate mailings in the
future, you must contact your broker, bank or other intermediary directly.
Alternately, if you want to revoke your consent to householding and receive
separate annual reports and Consent statements for each beneficial owner sharing
your address, you must contact your broker, bank or other intermediary to revoke
your consent.
Annual Report and Other Matters
Our Form 10-KSB for the fiscal year ended July 31, 2003, which was
mailed to stockholders with or preceding this Consent Statement, contains
financial and other information about the Company, but is not incorporated into
this Consent Statement and is not to be considered a part of this Consent
Statement materials or subject to Regulations 14A or 14C or to the liabilities
of Section 18 of the Securities Exchange Act of 1934, as amended. The
information contained in the "Report of the Audit Committee" below shall not be
deemed "filed" with the Securities and Exchange Commission or subject to
Regulations 14A or 14C or to the liabilities of Section 18 of the Exchange Act.
WE WILL PROVIDE UPON WRITTEN REQUEST, WITHOUT CHARGE TO EACH STOCKHOLDER OF
RECORD AS OF THE RECORD DATE, A COPY OF OUR ANNUAL REPORT ON FORM 10-KSB FOR THE
FISCAL YEAR ENDED JULY 31, 2003 AS FILED WITH THE SEC. ANY EXHIBITS LISTED IN
THE REPORTS ALSO WILL BE FURNISHED UPON REQUEST AT THE ACTUAL EXPENSE INCURRED
BY US IN FURNISHING SUCH EXHIBITS. ANY SUCH REQUESTS SHOULD BE DIRECTED TO OUR
SECRETARY AT OUR EXECUTIVE OFFICES SET FORTH IN THIS CONSENT STATEMENT.
PROPOSAL ONE
Change of name to eAutoclaims, Inc.
PURPOSE OF NAME CHANGE
The Board of Directors has determined that the inclusion of "Com" in
our Company's name carries an unfavorable image, and has selected as our new
name "eAutoclaims, Inc."
Effects of Name Change
Changing our name will not have any effect on our corporate status, the
rights of stockholders or the transferability of outstanding stock certificates.
Outstanding stock certificates bearing the name "eAutoclaims.com, Inc.," will
continue to be valid and represent shares of common stock of eAutoclaims, Inc.,
a Nevada corporation, following the name change. In the future, new stock
certificates will be issued bearing our new name, but this will in no way affect
the validity of your current stock certificates.
In connection with our name change, our trading symbol on the
Over-The-Counter Bulletin Board will not change. Our Common Stock now trades on
the Over-The-Counter Bulletin Board under the trading symbol "EACC."
PROPOSAL TWO
Increase in number of authorized shares of Common Stock
PURPOSE OF INCREASING NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
We are contractually obligated to issue addition shares of common stock
In order to fulfill our obligation to holders of warrants, options and other
derivative securities. In order to fulfill our contractual obligation to such
holders, we must increase the number of shares of common stock we are authorized
to issue. Additionally, the Company's Board of Directors believes that it is
desirable to have additional authorized shares of Common Stock available for
possible future financings, possible future acquisition transactions and other
general corporate purposes. The Company's Board of Directors believes that
having such additional authorized shares of Common Stock available for issuance
in the future should give the Company greater flexibility and may allow such
shares to be issued without the expense and delay of a special shareholders'
meeting. Although such issuance of additional shares with respect to future
financings and acquisitions would dilute existing shareholders, management
believes that such transactions would increase the value of the Company to its
shareholders.
The proposed increase in the authorized number of shares of Common
Stock could have a number of effects on the Company's stockholders depending
upon the exact nature and circumstances of any actual issuances of authorized
but unissued shares. The increase could have an anti-takeover effect, in that
additional shares could be issued (within the limits imposed by applicable law)
in one or more transactions that could make a change in control or takeover of
the Company more difficult. For example, additional shares could be issued by
the Company so as to dilute the stock ownership or voting rights of persons
seeking to obtain control of the Company. Similarly, the issuance of additional
shares to certain persons allied with the Company's management could have the
effect of making it more difficult to remove the Company's current management by
diluting the stock ownership or voting rights of persons seeking to cause such
removal. The Board of Directors is not aware of any attempt, or contemplated
attempt, to acquire control of the Company, and this action is not being
undertaken with the intent that it be utilized as a type of anti-takeover
device.
There are currently no plans, arrangements, commitments or
understandings for the issuance of the additional shares of Common Stock.
The amendment to the Company's Certificate of Incorporation shall be
filed with the Nevada Secretary of State. A copy of the Amended Certificate of
Incorporation is included herewith as Exhibit A.
EFFECTIVE TIME OF AMENDMENTS
If approved by holders of a majority of outstanding shares of our
Common Stock, these amendments will become effective on the date we file an
amendment to our Certificate of Incorporation with the Nevada Secretary of
State.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director, executive officer, nominee for election as a director,
associate of any director, executive officer or nominee or any other person has
any substantial interest, direct or indirect, by security holdings or otherwise,
in the proposed amendments to our Certificate of Incorporation which is not
shared by all other stockholders.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Voting Securities.
The securities that would have been entitled to vote if a meeting was
required to have been held regarding this amendment to our Certificate of
Incorporation consist of shares of our Common Stock. Each share of our Common
Stock is entitled to one vote. The record date for determining our stockholders
who would have been entitled to notice of and to vote on the amendments to our
Certificate of Incorporation, was June 25, 2004. The number of outstanding
shares of our Common Stock at the close of business on that date was 33,802,394.
Security Ownership of Principal Holders and Management.
The following table sets forth certain information as of June 25, 2004,
regarding current beneficial ownership of the shares of any class of our voting
securities by (i) each person known by us to own more than 5% of the outstanding
shares of our Voting Securities, (ii) each of our executive officers and
directors, and (iii) all of our executive officers and directors as a group.
Except as noted, each person has sole voting and sole investment or dispositive
power with respect to the shares shown. The information presented is based on
33,802,394outstanding shares of Common Stock.
Name and Address of Amount and Nature of Percentage
Beneficial Owner (1) Beneficial Ownership (2)(16)
--------------------- -------------------- ----------
Eric Seidel (3) 2,555,925 7.25%
Scott Moore (4) 481,417 1.41%
Reed Mattingly (5) 630,164 1.84%
Dave Mattingly (6) 269,537 *
Stacey Adams (7) 221,135 *
Jeffrey D. Dickson (8) 1,153,550 3.32%
Nicholas D. Trbovich, Jr. (9) 321,719 *
Christopher Korge (10) 3,700,256 10.32%
Canadian Advantage Limited
Partnership (11) 2,991,504 8.85%
Advantage (Bermuda) Fund, Ltd. (12) 1,137,330 3.36%
Kinderhook Partners, LP (13) 5,192,858 14.27%
Entrade, Inc. (14) 2,387,108 6.95%
Directors and officers
as a group (8 persons) (15) 9,333,703 23.51%
(1) Unless otherwise noted, the Company believes that all persons named in the
table have sole voting and investment power with respect to all shares of Common
Stock beneficially owned by them. Unless otherwise noted, each such person is
deemed to be the beneficial owner of shares of Common Stock held by such person
on June 25, 2004, and any shares of Common Stock which such person has the right
to acquire pursuant to securities exercisable or exchangeable for, or
convertible into, Common Stock, within 60 days from such date. The address of
each beneficial owner is in care of the Company, 110 East Douglas Rd, Oldsmar,
Florida 34677.
(2) Based on 33,802,394 shares of Common Stock outstanding at the close of
business on June 25, 2004. Excludes: (i) 19,867,746 shares currently issuable
pursuant to outstanding warrants and options issued under Stock Option Plan;
(ii) 1,075,269 shares issuable upon conversion of a convertible note; and (iv)
shares of our Common Stock issuable upon conversion of our Series A Preferred
Stock and outstanding convertible notes.
(3) 400,000 shares of our Common Stock were issued to Mr. Seidel as founder
shares. He acquired 12,341 in open market purchases and exercised 777,504 of
options granted to him by the company. He subsequently gave up 104,753 in a
divorce. This amount also includes vested options to acquire 1,000,000 Common
Shares at an exercise price of $.01 and options to acquire 470,833 Common Shares
at exercise prices between $0.10 and $2.00. This amount excludes options, which
are not vested over the next 60 days, to acquire 126,667 Common Shares at an
exercise price of between $0.10 to $0.52, which vest through February 1, 2005.
(4) This amount represents (i) 1,500 common shares acquired in open market
purchase, (ii) options to acquire 150,000 common shares at an exercise price of
$.01, (iii) the exercise of options to acquire 81,250 shares at an exercise
price of $.01(iv) vested options to acquire up to 248,667 common shares at an
exercise price between $0.13 and $2.69. This amount excludes unvested options
for 78,333 common shares at exercise prices between $0.13 and $0.69, which vest
through April 25, 2006.
(5) Mr. Reed Mattingly's ownership consists of (i) 64,000 of our common shares
issued to him in connection with the Premier Express Claims, Inc. merger, (ii)
the issuance of 125,701 shares in satisfaction of a promissory note plus
interest related to the Premier Express Claims, Inc. merger, (iii) the exercise
of options to acquire 65,463 shares at an exercise price of $.01,and (iv)
options to acquire 200,000 common shares at an exercise price of $.01 and (v)
options to acquire up to 175,000 shares at exercise prices between $0.15 to
$2.00. This amount excludes unvested options to acquire up to 45,000 common
shares at exercise prices of $0.15 to $0.69, which vest through December 21,
2005.
(6) Mr. Dave Mattingly's ownership consists of (i) 14,704 of our common shares
issued to him when he exercised his options at $.01 per share, (ii) 1,500 shares
that he purchased on the open market, (iii) options to acquire 150,000 common
shares at an exercise price of $.01, (iv) options to acquire up to 103,333
shares at exercise prices between $0.15 and $3.38. This amount excludes unvested
options to acquire up to 36,667 common shares at exercise prices of $0.15 to
$0.69, which vest through December 21, 2005.
(7) Ms. Stacey Adams' ownership consists of (i) 5,000 of our common shares
issued to her when she exercised her options at $.01 per share, (ii) options to
acquire 160,802 common shares at an exercise price of $.01, (iii) options to
acquire up to 55,333 shares at exercise prices between $0.15 and $3.00. This
amount excludes unvested options to acquire up to 29,667 common shares at
exercise prices of $0.15 to $0.69, which vest through December 21, 2005.
(8) Includes 160,000 shares of our Common Stock issued to Mr. Dickson as founder
shares and 18,550 shares acquired in the open market. Also includes options to
acquire up to 900,000 shares of our Common Stock at $0.01 and 75,000 shares at a
price between $0.90 and $2.00.
(9) Mr. Trbovich, Jr.'s ownership consists of (i) 149,639 shares issued to him
for his service on the board, (ii) 2,080 shares that he purchased on the open
market, (iii) 10,000 shares owned by Mr. Trbovich's wife, of which he disclaims
beneficial ownership, and (iv) options to acquire up to 160,000 shares at
exercise prices between $0.13 and $1.91. This amount excludes unvested options
to acquire up to 37,500 common shares at exercise prices of $0.32 to $0.45,
which vest through April 30, 2005.
(10) Mr. Korge's ownership consists of (i) 488,090 common shares relating to the
conversion of $300,000 of our convertible debentures, which matured on September
30, 2001 at a conversion price of $0.63, (ii) 143,925 shares issued to him for
his service on the board, (iii) 15,000 shares that he purchased on the open
market, (iv) 107,527 shares purchased from the Company in August 2003, (v)
warrants to acquire up to 1,000,000 shares of our Common Stock at a conversion
price of $0.35 in connection with the issuance of our convertible debentures in
2001, (vi) warrants to acquire up to 892,857 shares of our Common Stock at a
conversion price of $0.35 in connection with the purchased of unit in 2004 (vii)
892,857shares issued as a result of the units purchased on 4/23/04, and (viii)
options to acquire 160,000 shares at exercise prices between $0.13 and $1.91 for
services as a director. This amount excludes unvested options to acquire up to
37,500 common shares at exercise prices of $0.13 to $0.45, which vest through
April 30, 2005.
(11) Represents shares received upon the conversion of preferred shares in March
2002 as reported on a Schedule 13D on or about March 26, 2002. John Pennington
has investment decision-making authority for this entity. Excludes warrants to
acquire up to 403,165 shares of our Common Stock issued as Purchaser and Agent
Warrants in connection with the issuance of our Series A. Preferred Stock.
(12) Represents shares received upon the conversion of preferred shares in March
2002 as reported on a Schedule 13D on or about March 26, 2002. John Pennington
has investment decision-making authority for this entity. Excludes warrants to
acquire up to 503,165 shares of our Common Stock issued as Purchaser and Agent
Warrants in connection with the issuance of our Series A Preferred Stock.
(13) Represents shares purchased in a private placement in the May of 2004.
(14) Represents shares acquired privately in December 2001 as reported on a
Schedule 13G filed on or about December 13, 2001, plus shares purchased in April
of 2004.
(15) Includes outstanding options and warrants to acquire up to 5,901,825shares
of our Common Stock issued to our officers and directors, which are currently
exercisable.
(16) Excludes warrants to acquire 541,220 shares of our Common Stock issuable as
Purchaser and Agent Warrants and excludes shares of our Common Stock currently
held or relating to the conversion of our Series A Preferred Stock owned by
Governor's Road, LLC. David Sims as the director of Navigator Management, which
is the general partner of this fund, is the natural person who controls and has
investment making decision authority over our securities owned by Governors
Road, LLC and its affiliates. Mr. Sims disclaims beneficial ownership of all of
these shares. Each of these entities has entered into an agreement which
provides that such entity will not acquire any additional shares of our Common
Stock in the open market or, convert our Series A Preferred Stock into the
Common Stock or exercise warrants if the effect of such a purchase, exercise or
conversion would be to increase such entity's equity ownership position above
4.9%. Accordingly, because it is not anticipated that any of these entities will
acquire beneficial ownership within the next 60 days of shares of our Common
Stock underlying warrants or conversion privileges of our Series A Preferred
Stock such amounts are excluded from the above tables.
* Less than .1%.
Effective Date of Amendment.
The effective date of these amendments will be on the later of the
opening of business on June 25, 2004, or 21 days from the mailing of this
Information Statement to our stockholders.
EXPENSES OF SOLICITATION
The Company will bear the expenses of preparing and mailing this consent
material, as well as the cost of any required solicitation. In addition to this
solicitation of consents, the officers, directors and regular employees of the
Company, without receiving any additional compensation therefore, may solicit
consents by mail, telephone, or personal contact. The Company will also request
stockholders, banks and other fiduciaries to forward proxy material to their
principals or customers who are the beneficial owners of shares and will
reimburse them for reasonable out-of-pocket expenses incurred.
BY ORDER OF THE BOARD OF DIRECTORS
July 13, 2004 Jeffery D. Dickson, Chairman
eAUTOCLAIMS.COM, INC.
CONSENT BY STOCKHOLDER TO ACTION WITHOUT A MEETING
THIS CONSENT IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
EAUTOCLAIMS.COM, INC.
The undersigned, a stockholder of record of eAutoclaims.com, Inc. on
June 25, 2004, hereby consents, pursuant to Section 78.320 of the Nevada Revised
Statutes, with respect to all shares of common stock, par value $.001 per share,
of eAutoclaims.com, Inc. held by the undersigned and as indicated below, to the
following actions without a meeting, without prior notice and without a vote.
THE COMPANY STRONGLY RECOMMENDS THAT THE STOCKHOLDERS CONSENT TO THE
FOLLOWING RESOLUTIONS:
PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE.
1. Amend our Certificate of Incorporation to change the name of the company to
eAutoclaims, Inc.
CONSENT FOR WITHHOLD CONSENT
[ ] [ ]
2. Amend our Certificate of Incorporation to increase the number of authorized
shares of common stock we are authorized to issue to 100,000,000 shares
CONSENT FOR WITHHOLD CONSENT
[ ] [ ]
PLEASE SIGN, DATE AND RETURN THIS CONSENT PROMPTLY USING THE ENCLOSED
ENVELOPE.
PLEASE SIGN BELOW EXACTLY AS NAME APPEARS ON THIS CONSENT. If shares
are registered in more than one name the signatures of all such persons are
required. A corporation should sign in its full corporate name by a duly
authorized officer, stating his title. Trustees' guardians, executors and
administrators should sign in their official capacity giving their full title as
such. If a partnership, please sign in the partnership name by authorized
persons. MAKE SURE THAT THE NAME ON YOUR CERTIFICATE(S) AND THE NUMBER OF SHARES
ARE EXACTLY AS YOU INDICATE BELOW.
----------------------- -------------------------------------
Number of Common Shares Signature
Print Name:
----------------------------
---------------------------
Dated
---------------------------------------
Signature (if held jointly)
---------------------------------------
Title or authority, if applicable
*THIS IS YOUR CONSENT CARD*
EXHIBIT A
CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION
FOR NEVADA PROFIT CORPORATIONS
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
1. Name of corporation: eAutoclaims.com, Inc.
2. The articles have been amended as follows (provide article numbers, if
available):
ARTICLE I. NAME
The name of this corporation is eAutoclaims, Inc.
ARTICLE IV AUTHORIZED SHARES
The Corporation is authorized to issue a total of 105,000,000 shares
consisting of 5,000,000 shares of preferred stock having a par value of $0.001
per share and 100,000,000 shares of common stock having a par value of $0.001
per share. The powers, preferences, rights, qualifications, limitations, or
restrictions of the shares of stock of each class and series which the
Corporation is authorized to issue, is as follows:
(a) Preferred Stock. Shares of Preferred Stock may be issued from time
to time in one or more series as may be determined by the board of directors.
Each series shall be distinctly designated. All shares of any one series of the
Preferred Stock shall be alike in every particular, except that there may be
different dates from which dividends thereon, if any, shall be cumulative, if
made cumulative. The powers, preferences, participating, optional, and other
rights of each such series and the qualifications, limitations, or restrictions
thereof, if any, may differ from those of any and all other series at any time
outstanding. Except as hereinafter provided, the board of directors of this
Corporation is hereby expressly granted authority to fix by resolution or
resolutions adopted prior to the issuance of any shares of each particular
series of preferred Stock, the designation, powers, preferences, and relative
participating, optional, and other rights, and the qualifications, limitations,
and restrictions thereof, if any, of such series, including, without limiting
the generality of the foregoing the following:
(i) The distinctive designation of, and the number of shares
of Preferred Stock which shall constitute, each series, which number may be
increased (except as otherwise fixed by the board of directors) or decreased
(but not below the number of shares thereof outstanding) from time to time by
action of the board of directors;
(ii) The rate and times at which, and the terms and conditions
upon which dividends, if any, on shares of the series shall be paid, the extent
of preferences or relations, if any, of such dividends to the dividends payable
on any other class or classes of stock of the Corporation or on any series of
Preferred Stock and whether such dividends shall be cumulative or
non-cumulative;
(iii) The right, if any, of the holders of shares of the same
series to convert the same into, or exchange the same for any other class or
classes of the Corporation and the terms and conditions of such conversion or
exchange;
(iv) Whether shares of the series shall be subject to
redemption, and the redemption price or prices including, without limitation, a
redemption price or prices payable in shares of any class or classes of stock of
the Corporation, cash or other property and the time or times at which, and the
terms and conditions on which, shares of the series may be redeemed;
(v) The rights, if any, of the holders of shares of the series
upon voluntary or involuntary liquidation, merger, consolidation, distribution,
or sale of assets, dissolution, or winding up of the Corporation;
(vi) The terms of any sinking fund or redemption or purchase
account, if any, to be provided for shares of the series; and
(vii) The voting powers, if any, of the holders of shares of
the series which may, without limiting the generality of the foregoing, include
(A) the right to more or less than one vote per share on any or all matters
voted on by the shareholders, and (B) the right to vote as a series by itself or
together with other series of preferred Stock or together with all series of
Preferred Stock as a class, on such matters, under such circumstances, and on
such conditions as the board of directors may fix, including, without
limitation, the right, voting as a series by itself or together with other
series of Preferred Stock or together with all series of Preferred Stock as a
class, to elect one or more directors of the Corporation in the event there
shall have been a default in the payment of dividends on any one or more series
of Preferred Stock or under such other circumstances and on such conditions as
the board of directors my determine.
(b) Common Stock. The Common Stock shall have the following powers,
rights, qualifications, limitations and restrictions.
(i) After the requirements with respect to preferential
dividends on Preferred Stock, if any, shall have been met and after the
Corporation shall comply with all the requirements, if any, with respect to the
setting aside of funds as sinking funds or redemption or purchase accounts and
subject further to any other conditions which may be required by the laws of the
state of Nevada, then, but not otherwise, the holders of Common Stock shall be
entitled to receive such dividends, if any, as may be declared from time to time
by the board of directors;
(ii) After distribution in full of the preferential amount to
be distributed to the holders of Preferred Stock, if any, in the event of
voluntary or involuntary liquidation, distribution or sale of assets,
dissolution, or winding up of the Corporation, the holders of the Common Stock
shall be entitled to receive all the remaining assets of the Corporation,
tangible and intangible, of whatever kind available for distribution to
stockholders, ratably in proportion to the number of shares of the Common Stock
held by each; and
(iii) Except as may otherwise be required by law or these
articles of incorporation, in all matters as to which the vote or consent of
stockholders of the Corporation shall be required or be taken, including, any
vote to amend the articles of incorporation to increase or decrease the par
value of any class of stock, effect a stock split or combination of shares, or
alter or change the powers, preferences, or special rights of any class or
series of stock, the holders of the Common Stock shall have one vote per share
of Common Stock on all such matters and shall not have the right to cumulate
their votes for any purpose.
(c) Other Provisions.
(i) The board of directors of the Corporation shall have
authority to authorize the issuance, from time to time without any vote or other
action by the stockholders of any or all shares of the Corporation of any class
at any time authorized, and any securities convertible into or exchangeable for
such shares, in each case to such persons and for such consideration and on such
terms as the board of directors from time to time in its discretion lawfully may
determine; provided, however, that the consideration for the issuance of shares
of stock of the Corporation having par value shall not be less than such par
value. Shares so issued, for which the full consideration determined by the
board of directors has been paid to the Corporation, shall be fully paid stock,
and the holders of such stock shall not be liable for any further call or
assessment thereon.
(ii) Unless otherwise provided in the resolution of the board of
directors providing for the issue of any series of Preferred Stock, no holder of
shares of any class of the Corporation or of any security or obligation
convertible into, or of any warrant, option, or right to purchase, subscribe
for, or otherwise acquire, shares of any class of the Corporation. whether now
or hereafter authorized, shall, as such holder, have any preemptive right
whatsoever to purchase, subscribe for, or otherwise acquire shares of any class
of the Corporation, whether now or hereafter authorized.
(iii) Anything herein contained to the contrary notwithstanding, any
and all right, title, interest and claim in and to any dividends declared or
other distributions made by the Corporation, whether in cash, stock, or
otherwise, which are unclaimed by the stockholder entitled thereto for a period
of six years after the close of business on the payment date, shall be and be
deemed to be extinguished and abandoned; and such unclaimed dividends or other
distributions in the possession of the Corporation, its transfer agents or other
agents or depositories, shall at such time become the absolute property of the
Corporation, free and clear of any and all claims of any person whatsoever.
(iv) The Corporation expressly elects not to be governed by the
provisions of sections 78.378 to 78.3793, inclusive, and sections 78.411 to
78.115, inclusive, of the Nevada Revised Statutes, including any amended or
successor provision thereto, which provisions shall not apply to the Corporation
or any of its Stockholders.
4. Effective date of filing (optional):___________________________ (must
not be later than 90 days after the certificate is filed)
5. Officer Signature (required):
/s/ Eric Seidel, President
-----------------------------------
*If any proposed amendment would alter or change any preference or any
relative or other right given to any class or series of outstanding shares,
then the amendment must be approved by the vote, in addition to the
affirmative vote otherwise required, of the holders of shares representing
a majority of the voting power of each class or series affected by the
amendment regardless of limitations or restrictions on the voting power
thereof.
IMPORTANT: Failure to include any of the above information and submit the
proper fees may cause this filing to be rejected.