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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): May 17, 2000 (May 10, 2000)
NAM CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 0-21419 23-2753988
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
1010 Northern Boulevard
Great Neck, New York 11021
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (516) 829-4343
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Item 5. Other Events.
On May 10, 2000, the Registrant entered into a Stock Purchase Agreement
(the "Stock Purchase Agreement") with ISO Investment Holdings, Inc. ("ISO"),
whereby the Registrant issued 642,570 common shares, par value $.001 per share
(the "Common Stock") to ISO at a price of $6.225 per share (the "Offering"). The
total Offering price was $4,000,000. In connection therewith, the Registrant
issued a warrant to ISO to purchase 180,000 Common Shares at an exercise price
of $8.09 per share, exercisable on or after May 10, 2000 (the "Closing Date")
and expiring on August 15, 2005 (the "Stock Purchase Warrant"). Pursuant to the
Stock Purchase Agreement, ISO has the right to designate one individual to be
nominated as a member of the Registrant's Board of Directors. The Offering of
the Common Stock and the Stock Purchase Warrant were made pursuant to Rule 506
of Regulation D of the Securities Act of 1933, as amended (the "Securities
Act"). The Registrant intends to use the gross proceeds of the Offering for
working capital.
Pursuant to the Stock Purchase Agreement, ISO has one demand
registration right commencing one year from the Closing Date and unlimited
incidental registration rights commencing immediately. In the case of a demand
for registration by ISO, the Registrant shall not be required to file any such
registration statement unless the anticipated aggregate gross offering price is
at least $2,000,000. The registration rights granted under the Stock Purchase
Agreement terminate upon the earlier of (i) four years subsequent to the Closing
Date and (ii) such time as ISO shall be permitted to sell all of its purchased
securities in any three month period under Rule 144 promulgated under the
Securities Act.
Item 7. Exhibits.
EXHIBIT LIST
Exhibit Number Description
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4.1 Stock Purchase Agreement, dated May 10, 2000*
4.2 Stock Purchase Warrant, dated May 10, 2000*
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* Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
NAM CORPORATION
By: /s/ Roy Israel
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Name: Roy Israel
Title: Chief Executive Officer and President
By: /s/ Patricia Giuliani-Rheaume
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Name: Patricia Giuliani-Rheaume
Title: Chief Financial Officer and Vice President
Date: May 17, 2000