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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NAM Corporation
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(Exact name of registrant as specified in its charter)
Delaware 23-2753988
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
1010 Northern Blvd.
Suite 336
Great Neck, New York 11021
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b)of the
Act:
None
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If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General Instruction
A.(c)(1), please check the following box. [ ]
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933 pursuant to
General Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the
Act:
Unit, Each Unit consisting of 1 share of Common Stock and
1 Redeemable Common Stock Purchase Warrant
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(Title of Class)
Common Stock, $0.001 par value
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(Title of Class)
Redeemable Common Stock Purchase Warrants
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
The information in Registrant's preliminary prospectus filed
with the Commission on August 2, 1996, as part of the Registrant's Form SB-2
Registration Statement under the Securities Act of 1933, Number 333-9493, and
all amendments therto, ("Registrant's Form SB-2"), contained under "Description
of Securities" (pages 31 through 32), is incorporated by reference in response
to this item. A copy of the relevant portion of said information is attached
hereto as Exhibit 1.
Item 2. Exhibits
Exhibit No. Description
1 Pages 31-32 from the Registrant's Form SB-2.
2 Registrant hereby incorporates by reference the Certificate of
Incorporation of the Registrant, as amended, filed as Exhibit
3.1 to the Registrant's Form SB-2.
3 Registrant hereby incorporates by reference the Bylaws of the
Registrant, filed as Exhibit 3.2 to the Registrant's Form SB-2.
4 Registrant hereby incorporates by reference the Specimen of
Registrant's Form of Redeemable Warrant Certificate, filed as
Exhibit 4.1 to the Registrant's Form SB-2.
5 Registrant hereby incorporates by reference the Specimen of
Registrant's Certificate of Share of Common Stock, filed as
Exhibit 4.3 to the Registrant's Form SB-2.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: September 18, 1996 NAM CORPORATION
By: /s/ Roy Israel
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Name: Roy Israel
Title: Chief Executive Officer and
President
2
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EXHIBIT 1
DESCRIPTION OF SECURITIES
Units
Upon consummation of this Offering, the Company will have outstanding
1,400,000 Units, each Unit consisting of one share of Common Stock, $.001 par
value, and one Redeemable Warrant. The Common Stock and Redeemable Warrants may
only be purchased as Units in the Offering, but are immediately detachable and
separately tradeable.
Common Stock
The Company is authorized to issue 15,000,000 shares of Common Stock,
par value $.001 per share. As of the date of this Prospectus, 1,874,978 shares
of Common Stock are outstanding and are held of record by fifty (50) persons.
Holders of Common Stock are entitled to receive, subject to the prior rights of
holders of outstanding stock having prior rights as to dividends, such dividends
as are declared by the Board of Directors, to one vote for each share at all
meetings of stockholders, and, subject to the prior rights of holders of
outstanding stock having prior rights as to asset distributions, to the
remaining assets of the Company upon liquidation, dissolution or winding up of
the Company. The holders of Common Stock have no preemptive or other
subscription or conversion rights. There are no redemption or sinking fund
provisions applicable to the Common Stock. All shares of Common Stock now
outstanding are fully paid and nonassessable and all shares of Common Stock
which are the subject of this offering, when issued, will be fully paid and
nonassessable.
Preferred Stock
The Company is authorized to issued up to 5,000,000 shares of Preferred
Stock, par value $.001 per share, without further stockholder approval (except
as may be required by applicable law or stock exchange regulations). The Board
of Directors is authorized to determine, without any further action by the
holders of the Common Stock, the dividend rights, dividend rate, conversion
rights, voting rights, rights and terms of redemption, liquidation preferences
and sinking fund terms of any series of Preferred Stock, as well as the number
of shares constituting such series and the designation thereof. Should the Board
of Directors elect to exercise its authority, the rights and privileges of
holders of the Common Stock could be made subject to the rights and privileges
of any such series of Preferred Stock. No shares of Preferred Stock are
outstanding.
These provisions give the Board of Directors the power to approve the
issuance of a series of Preferred Stock of the Company that could, depending on
its terms, either impede or facilitate the completion of a merger, tender offer
or other takeover attempt. For example, the issuance of new shares might impede
a business transaction if the terms of those shares include series voting rights
which would enable a holder to block business transactions or the issuance of
new shares might facilitate a business transaction if those shares have general
voting rights sufficient to cause an applicable percentage vote requirement to
be satisfied.
Dividends
The payment by the Company of dividends, if any, in the future rests
within the discretion of its Board of Directors and will depend, among other
things, upon the Company's earnings, its capital requirements and its financial
condition, as well as other relevant factors. The Company paid a cash dividend
to certain executives, former shareholders of National, in connection with
certain distributions relating to when National was an S-corporation. See
"Certain Transactions" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations." The Company also declared a 25% stock
dividend on February 1, 1995. In connection with the Offering, the Company
effected a one for two reverse stock split on March 29, 1996 and a stock
dividend
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of .14436 per share. By reason of its present financial status and its
contemplated financial requirements, the Company does not contemplate or
anticipate paying any dividends upon its Common Stock in the foreseeable future.
Redeemable Warrants
Each Redeemable Warrant entitles the registered holder thereof to
purchase one share of Common Stock at a price of $______ [150% of the initial
public offering per Unit] per share, subject to adjustment, commencing
immediately. The Redeemable Warrants expire on ______________ __, 2001 [60
months from the date of this Prospectus]. The Redeemable Warrants will be
subject to redemption, subject to the prior written consent of the
Representative, at a price of $.05 per Redeemable Warrant commencing
____________, 1997 [12 months from the date of this Prospectus] on 30 days'
written notice provided the average closing bid price of the Common Stock as
reported by Nasdaq (or the last sale price if listed on a national securities
exchange), equals or exceeds 150% of the warrant exercise price per share for
any 20 trading days within a period of 30 consecutive trading days ending on the
fifth trading day prior to the date of the notice of redemption. The holder of a
Redeemable Warrant will lose his right to purchase if such right is not
exercised prior to redemption by the Company on the date for redemption
specified in the Company's notice of redemption or any later date specified in a
subsequent notice. Notice of redemption by the Company shall be given by first
class mail to the holders of the Redeemable Warrants at their addresses set
forth in the Company's records.
The exercise price of the Redeemable Warrants and the number and kind
of shares of Common Stock or other securities and property to be obtained upon
exercise of the Redeemable Warrants are subject to adjustment in certain
circumstances including a stock split of, or stock dividend on, or a
subdivision, combination or recapitalization of, the Common Stock. Additionally,
an adjustment would be made upon the sale of all or substantially all of the
assets of the Company so as to enable Redeemable Warrant holders to purchase the
kind and number of shares of stock or other securities or property (including
cash) receivable in such event by a holder of the number of shares of Common
Stock that might otherwise have been purchased upon exercise of such Redeemable
Warrant. No adjustment for previously paid cash dividends, if any, will be made
upon exercise of the Redeemable Warrants.
The Redeemable Warrants do not confer upon the holder any voting or any
other rights of a stockholder of the Company. Upon notice to the Redeemable
Warrant holders, the Company has the right to reduce the exercise price or
extend the expiration date of the Redeemable Warrants.
The Redeemable Warrants may be exercised upon surrender of the
Redeemable Warrant certificate on or prior to the respective expiration date (or
earlier redemption date) of such Redeemable Warrants at the office of
Continental Stock Transfer & Trust Company (the "Redeemable Warrant Agent"),
with the form of "Election to Purchase" on the reverse side of the Redeemable
Warrant certificate completed and executed as indicated, accompanied by payment
of the full exercise price (by certified check payable to the order of the
Redeemable Warrant Agent) for the number of Redeemable Warrants being exercised.
Transfer Agent, Warrant Agent and Registrar
The Company's Transfer Agent, Warrant Agent and Registrar is
Continental Stock Transfer & Trust Company, 2 Broadway, New York, NY 10004.
SHARES ELIGIBLE FOR FUTURE SALE
Prior to this Offering, there has been no public market for the Units,
the Common Stock or the Redeemable Warrants. No prediction can be made of the
effect, if any, that future market sales of Common Stock or the availability of
such shares for sale will have on the prevailing market price of the Securities
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