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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MARCH 21, 2006
COMMISSION FILE NUMBER 0-23903
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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)
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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 (see General Instruction A.2. below):
|_| 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))
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ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES
Effective March 21, 2006, we issued a total of 11,341,076
shares of our common stock in connection with the exercise of a like number of
outstanding common stock purchase warrants with exercise prices ranging from
$.16 to $.30 per share. We generated gross proceeds of $1,818,752 from the
exercise of these warrants. We paid Noble International Investments, Inc. a fee
of approximately $50,662 to render certain financial advisory and investment
banking services in connection with the exercise of these outstanding common
stock purchase warrants.
In addition, we issued a total of 8,200,359 new common stock
purchase warrants with an exercise price of $.30 to those warrant holders who
exercised outstanding common stock purchase warrants as described above. The new
warrants have a term of three (3) years and are callable if the closing price of
our stock is at or above $.62 for ten (10) consecutive trading days. We agreed
to file no later than sixty (60) days, or on or about May 20, 2006 a new
Registration Statement under cover of Form S-1 registering the 8,200,359 shares
underlying the issuance of the new common stock purchase warrants. In addition,
we will include in this Registration Statement all of the existing securities,
which were previously registered under our Form S-1, File No. 333-129964, dated
December 7, 2005, which have not been sold previously by such selling
shareholders as part of this new Registration Statement.
We intend to notify the selling shareholders under the above
referenced Registration Statement that pursuant to our Item 17 undertakings
contained in Part II of the Form S-1, that we are required to file a new
Registration Statement to include the transactions described herein and to also
update the financial statements and results of operations included in such
Registration Statement for our most recent quarter ended January 31, 2006.
Although those selling shareholders will be unable sell their securities
pursuant to the previous Registration Statement until the new Registration
Statement is declared effective, the selling shareholders will be still be able
to sell such securities pursuant to Rule 144, if they so desire.
The warrant exercise program described above was offered to 29
current security holders of which 13 participated and elected to exercise the
old warrants and receive the new warrants as described above. We relied upon the
exemptions from registration pursuant to Section 4(2) and Rule 506 of Regulation
D promulgated under the Securities Act of 1933, as amended, in connection with
this unregistered sale of our equity securities.
We plan to use the proceeds of the exercise of our outstanding
warrants for general corporate purposes and investment in our Special Markets
Division.
The foregoing description does not purport to be a complete
statement of all of the relevant terms and conditions of the above transactions
or a complete explanation of the material terms thereof. The foregoing
description is qualified in its entirety by reference to the provisions of the
(i) Warrant Exercise Term Sheet, (ii) Subscription Agreement, (iii) Registration
Rights Agreement, (iv) form of Warrant to Purchase Common Stock, and (v) the
Agreement by and between us and Noble, which are attached as Exhibits 99.1
through 99.5, respectively, to this current report on Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit Number Description
99.1 Warrant Exercise Term Sheet
99.2 Subscription Agreement
99.3 Registration Rights Agreement
99.4 Common Stock Purchase Warrant
99.5 Letter Agreement with Noble International Investments, Inc.
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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: March 22, 2006 eAUTOCLAIMS, INC.
By: /s/ Eric Seidel
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Print Name: Eric Seidel
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Title: CEO and President
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MTC/ej/370622 v1 (Form 8-K)