As filed with the Securities and Exchange Commission on November 6, 1998
Registration No. 333-________
================================================================================
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------------------
NAM CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
--------------------------
Delaware 23-2753988
(State of Incorporation) (I.R.S. Employer Identification No.)
1010 Northern Boulevard, Suite 336 11021
Great Neck, New York (Zip Code)
(Address of Principal Executive Offices)
--------------------------
NAM CORPORATION
AMENDED AND RESTATED 1996 INCENTIVE
AND NONQUALIFIED STOCK OPTION PLAN
(Full Title of the Plan)
--------------------------
Patricia Giuliani-Rheaume
Chief Financial Officer
NAM Corporation
1010 Northern Boulevard, Suite 336, Great Neck, New York 10021
(Name and Address of Agent For Service)
--------------------------
(516) 829-4343
(Telephone Number, Including Area Code, of Agent For Service)
--------------------------
Please send copies of all communications to:
Robert S. Matlin, Esq.
Eric M. Roth, Esq.
Camhy Karlinsky & Stein LLP
1740 Broadway, New York, New York 10019-4315
(212) 977-6600
--------------------------
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered Per Share (1)(2) Price (1)(2) Registration Fee
- -----------------------------------------------------------------------------------------------------------------------------------
Common Stock,
$.001 par value 750,000 shares $1.4375 $1,078,125 $299.72
===================================================================================================================================
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933 (the
"Securities Act"), this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee benefit
plan described herein.
(2) The proposed maximum offering price per share has been estimated solely for
the purpose of calculating the registration fee, in accordance with Rule
457(h), on the basis of the average of the high and low prices of the
shares of the Common Stock as reported by the Nasdaq SmallCap Market on
November 4, 1998.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents, heretofore filed by the Company with
the Securities and Exchange Commission (the "Commission") pursuant to the
Securities and Exchange Act of 1934 (the "Exchange Act"), are hereby
incorporated by reference:
(a) the Company's Annual Report on Form 10-KSB for the
fiscal year ended June 30, 1998;
(b) the Company's Proxy Statement, filed October 28,
1998, relating to the Annual Meeting of Shareholders
held on December 17, 1998;
(c) the Company's Registration Statement on Form 8-A/A,
filed on October 26, 1996; and
(d) all other reports filed by the Company pursuant to
13(a) or 15(d) of the Exchange Act, since the end of
the fiscal year covered by the Annual Report referred
to in (a) above.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing such documents.
Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein, or in any other subsequently filed document that
also is deemed to be incorporated by reference herein, modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
2
Item 4. Description of Securities.
The Company's Common Stock was registered under Section 12 of
the Exchange Act, pursuant to the Company's Registration Statement on Form 8-A
filed on August 2, 1996 and any amendment or report filed for the purpose of
updating such description.
Item 5. Interests of Named Experts and Counsel.
A member of the firm of Camhy Karlinsky & Stein LLP, the
Company's legal counsel, has been granted by the Company options to purchase
6,000 shares of the Company's Common Stock at an exercise price of $3.00 per
share.
Item 6. Indemnification of Officers and Directors.
The Company's Certificate of Incorporation provides that the
personal liability of the directors of the Company shall be limited to the
fullest extent permitted by the provisions of Section 102(b)(7) of the General
Corporation Law of the State of Delaware (the "DGCL"). Section 102(b)(7) of the
DGCL generally provides that no director shall be liable personally to the
Company or its stockholders for monetary damages for breach of fiduciary duty as
a director, provided that the Certificate of Incorporation does not eliminate
the liability of a director for (i) any breach of the director's duty of loyalty
to the Company or its stockholders; (ii) acts or omissions not in good faith or
that involve intentional misconduct or a knowing violation of law; (iii) acts or
omissions in respect of certain unlawful dividend payments or stock redemptions
or repurchases; or (iv) any transaction from which such director derives
improper personal benefit. The effect of this provision is to eliminate the
rights of the Company and its stockholders (through stockholders' derivative
suits on behalf of the Company) to recover monetary damages against a director
for breach of her or his fiduciary duty of care as a director (including
breaches resulting from negligent or grossly negligent behavior) except in the
situations described in clauses (i) through (iv) above. The limitations
summarized above, however, do not affect the ability of the Company or its
stockholders to seek nonmonetary remedies, such as an injunction or rescission,
against a director for breach of her or his fiduciary duty. Insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers, or persons controlling the Company pursuant to
the foregoing provisions, the Company has been informed that in the opinion of
the Commission (the "Commission"), such indemnification is against public policy
as expressed in the Securities Act and is therefore unenforceable.
In addition, the officers and directors have entered into
indemnification agreements with the Company which provide that the Company
shall, to the fullest extent permitted by Section 145 of the DGCL, indemnify all
persons whom it may indemnify pursuant to Section 145 of the DGCL. Section 145
of the DGCL permits a company to indemnify an officer or director who was or is
a party or is threatened to be made a party to any proceeding because of his or
her position, if the officer or director acted in good faith and in a manner he
or she reasonably believed to be in or not opposed to the best interests of the
Company and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.
3
The Company maintains a directors' and officers' liability
insurance policy covering certain liabilities that may be incurred by directors
and officer in connection with the performance of their duties. The entire
premium for such insurance is paid by the Company.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following is a complete list of exhibits filed as a part
of this Registration Statement:
Exhibit No. Document
4.1 Copy of the Plan.
5.1 Opinion of Camhy Karlinsky & Stein
LLP regarding the legality of shares
of Common Stock being registered.
23.1 Consent of Grant Thornton LLP.
23.2 Consent of Camhy Karlinsky & Stein LLP
(included in Exhibit 5.1).
Item 9. Undertakings.
The undersigned Registrant hereby undertakes, except as
otherwise specifically provided in the rules of the Commission promulgated under
the Securities Act, that:
The Registrant will file during any period in which it offers
or sells securities, a post-effective amendment to this registration statement
to:
(i) Include any additional or changed material information in
the Plan;
(ii) Treat each post-effective amendment as a new registration
statement of the securities offered, and the offering of the securities at that
time shall be deemed to be the initial bona fide offering, for determining
liability under the Securities Act; and
(iii) File a post-effective amendment to remove from
registration any of the securities that remain unsold at the end of the
offering.
4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Great Neck, State of New York, on November 6,
1998.
NAM CORPORATION
By: /s/ Roy Israel
--------------------------------------
Roy Israel, Chairman of the Board,
President and Chief
Executive Officer
By: /s/ Patricia Giuliani-Rheaume
--------------------------------------
Patricia Giuliani-Rheaume,
Vice President, Treasurer and
Chief Financial Officer
5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below under the heading "Signature" constitutes and appoints
Roy Israel and Patricia Giuliani-Rheaume, each as his true and lawful
attorney-in-fact and agent for him and in his name, place and stead, in any and
all capacities to sign any or all amendments to this Registration Statement on
Form S-8, and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, each acting alone, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully for all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, each acting alone, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Roy Israel Chairman of the Board, President and November 6, 1998
- -------------------------------- Chief Executive Officer
Roy Israel
/s/ Cynthia Sanders Executive Vice President and Director November 6, 1998
- -----------------------------
Cynthia Sanders
/s/ Daniel Jansen National Accounts Manager and November 6, 1998
- ------------------------------- Director
Daniel Jansen
/s/ Anthony J. Mercorella Director November 6, 1998
- --------------------------
Anthony J. Mercorella
/s/ Michael I. Thaler Director November 6, 1998
- -----------------------------
Michael I. Thaler
/s/ Ronald Katz Director November 6, 1998
- -------------------------------
Ronald Katz
6