As filed with the Securities and Exchange Commission on November 4, 1999
Registration No. 333-________
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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NAM CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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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)
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NAM CORPORATION
AMENDED AND RESTATED 1996 INCENTIVE
AND NONQUALIFIED STOCK OPTION PLAN
(Full Title of the Plan)
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Patricia Giuliani-Rheaume
Chief Financial Officer
NAM Corporation
1010 Northern Boulevard, Suite 336, Great Neck, New York 11021
(Name and Address of Agent For Service)
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(516) 829-4343
(Telephone Number, Including Area Code, of Agent For Service)
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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
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CALCULATION OF REGISTRATION FEE
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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
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Common Stock,
$.001 par value 1,250,000 shares $6.1875 $7,734,375 $2,150
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(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 1, 1999.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The Contents of the Registration Statement on Form S-8 (File No. 333-66893),
filed with the Commission on November 6, 1998, are hereby incorporated by
reference, except as revised below.
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, 1999;
(b) the Company's Proxy Statement, filed October 27,
1999, relating to the Annual Meeting of Shareholders
held on December 17, 1999;
(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.
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Item 8. Exhibits.
The following is a complete list of exhibits filed as a part
of this Registration Statement:
Exhibit No. Document
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4.1 Amended and Restated 1996 Incentive and
Nonqualified Stock Option 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).
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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 4,
1999.
NAM CORPORATION
By: /s/ Roy Israel
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Roy Israel, Chairman of the Board, President and Chief
Executive Officer
By: /s/ Patricia Giuliani-Rheaume
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Patricia Giuliani-Rheaume, Vice President, Treasurer and
Chief Financial Officer
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