UNITED STATES
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): July 21, 2005
Commission File Number 0-23903
-------------------------------------
eAUTOCLAIMS, INC.
(Exact name of registrant as specified in its charter)
-------------------------------------
Nevada 95-4583945
--------------- ---------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
110 East Douglas Road, Oldsmar, Florida 34677
--------------------------------------- --------
(Address of principal executive offices) (Zip Code)
(813) 749-1020
------------------------
(Registrant's telephone
number)
-------------------------------------
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
Item 1.02 Termination of a Material Definitive Agreement
Item 3.02 Unregistered Sales of Equity Securities
Item 3.03 Material Modifications of Rights to Security Holders
Item 7.01 Regulation FD Disclosure
Eautoclaims Announces Agreement to Convert all Outstanding Convertible Preferred
Stock
Oldsmar, FL. July 21, 2005 - eAutoclaims announced an agreement with Governors
Road LLC and The Lewis Funds which will result in the conversion of all
outstanding convertible preferred stock issued by the company into common
shares. The new agreement calls for the conversion of the remaining 104
convertible preferred shares with a face value of $520,000, plus accrued
interest of $171,380, into 3,953,922 common shares. The new common shares will
then be purchased by a combination of five different investors, all represented
by The Lewis Funds. The agreement also re-prices the purchaser warrants
previously issued to Governors Road and associated companies to purchase 541,220
shares of common stock from $0.70 per share to $0.35 per share. The new
agreement also eliminates the cashless exercise provisions of the purchaser
warrants and stipulates the company may, at its option, redeem all or any
portion on a pro rata basis, of outstanding warrants at $.01 per warrant, upon
at least 10 days notice to the warrant holders, provided that the average
closing price per share of common stock shall have been $.45 or greater than the
applicable exercise price for a period of 15 consecutive business days ended
immediately prior to the date of the notice.
The specific terms and conditions of the new agreement with Governors Road LLC
and The Lewis Funds are set forth in the form of the "Agreement", which is
attached as an exhibit to which reference is hereby made.
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: July 26, 2005 eAUTOCLAIMS, INC.
By: /s/ Eric Seidel,
------------------------------
Title: CEO and President
------------------------------