<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
NAM CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
[X] No fee.
1) Title of each class of securities to which transaction applies:
----------------------------------------------------------------------
2) Aggregate Number of securities to which transaction applies:
----------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
----------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------------------
5) Total fee paid:
----------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
----------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
----------------------------------------------------------------------
4) Date Filed:
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<PAGE>
NAM CORPORATION
1010 Northern Boulevard, Suite 336
Great Neck, New York 11021
(516) 829-4343
October 28, 1997
Dear Shareholders:
On behalf of the Board of Directors and management of NAM Corporation
(the "Company"), I cordially invite you to attend the Annual Meeting of
Shareholders to be held on Wednesday, December 17, 1997, at 11:30 a.m., at the
main conference room at the Company's principal offices, located at 1010
Northern Boulevard, Suite 336, Great Neck, New York 11021.
The matters to be acted upon at the meeting are fully described in the
attached Notice of Annual Meeting of Shareholders and Proxy Statement. In
addition, the directors and executive officers of the Company will be present to
respond to any questions that you may have. Accompanying the attached Proxy
Statement is a Proxy Card and the Company's Annual Report. This report describes
the financial and operational activities of the Company.
Whether or not you plan to attend the annual meeting, please complete,
sign and date the enclosed proxy card and return it in the accompanying envelope
as promptly as possible. If you attend the Annual Meeting, and I hope you will,
you may vote your shares in person even if you have previously mailed in a proxy
card.
We look forward to greeting our shareholders at the meeting.
Sincerely,
Roy Israel
Chief Executive Officer, President
and Chairman of the Board
<PAGE>
NAM CORPORATION
1010 Northern Boulevard, Suite 336
Great Neck, New York 11021
--------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 17, 1997
--------------
TO THE SHAREHOLDERS OF
NAM CORPORATION:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the
"Annual Meeting") of NAM Corporation, a Delaware corporation (the "Company"),
will be held at the main conference room at the Company's principal offices,
located at 1010 Northern Boulevard, Suite 336, Great Neck, New York 11021, on
Wednesday, December 17, 1997, at 11:30 a.m., for the following purposes:
1. To elect directors of the Company to hold office until the next
Annual Meeting or until their respective successors are duly elected and
qualified;
2. To ratify the appointment of Grant Thornton LLP as the Company's
independent accountants for the fiscal year ending June 30, 1998; and
3. To transact such other business as may properly come before the
meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on October 27,
1997 as the record date for the determination of shareholders entitled to notice
of, and to vote at, the Annual Meeting or any adjournments thereof.
Representation of at least a majority of all outstanding shares of Common Stock
is required to constitute a quorum. Accordingly, it is important that your stock
be represented at the meeting. The list of shareholders entitled to vote at the
Annual Meeting will be available for examination by any shareholder at the
Company's offices at 1010 Northern Boulevard, Suite 336, Great Neck, New York
11021 for ten (10) days prior to December 17, 1997.
Whether or not you plan to attend the Annual Meeting, please complete,
date and sign the enclosed proxy card and mail it promptly in the self-addressed
envelope enclosed for your convenience. You may revoke your proxy at anytime
before it is voted.
By Order of the Board of Directors,
Roy Israel,
Chairman
Great Neck, New York
October 28, 1997
- --------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT, ACCORDINGLY, WE URGE YOU TO DATE, SIGN AND RETURN THE
ENCLOSED PROXY CARD REGARDLESS OF WHETHER YOU PLAN TO ATTEND THE MEETING.
- --------------------------------------------------------------------------------
<PAGE>
NAM CORPORATION
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
PROXY STATEMENT............................................................................................ 1
INFORMATION CONCERNING VOTE................................................................................ 1
General............................................................................................... 1
Voting Rights and Outstanding Shares.................................................................. 1
Revocability of Proxies............................................................................... 1
Voting Procedures..................................................................................... 1
ELECTION OF THE BOARD OF DIRECTORS......................................................................... 2
Director Nominees..................................................................................... 2
Committees of the Board of Directors and Meeting Attendees............................................ 3
Executive Officers.................................................................................... 3
EXECUTIVE COMPENSATION AND OTHER INFORMATION............................................................... 4
Summary Compensation Table............................................................................ 4
Directors' Compensation............................................................................... 4
Employment Contracts and Termination of Employment and Change-In-Control Arrangements................. 4
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION.................................................... 5
APPOINTMENT OF INDEPENDENT ACCOUNTANTS..................................................................... 6
OTHER MATTERS ARISING AT THE ANNUAL MEETING................................................................ 6
PRINCIPAL SHAREHOLDERS..................................................................................... 7
Security Ownership of Management...................................................................... 7
Summary of the Company's Amended and Restated 1996 Stock Option Plan.................................. 8
INTERESTED PARTY TRANSACTIONS.............................................................................. 8
SHAREHOLDER PROPOSALS...................................................................................... 8
COST OF SOLICITATION OF PROXIES............................................................................ 8
SECTION 16(a) REPORTING DELINQUENCIES...................................................................... 9
ANNUAL REPORT ON FORM 10-KSB............................................................................... 9
</TABLE>
i
<PAGE>
NAM CORPORATION
1010 Northern Boulevard, Suite 336
Great Neck, New York 11021
--------------
PROXY STATEMENT
--------------
For Annual Meeting of Shareholders
to be Held on December 17, 1997
--------------
Approximate Mailing Date of Proxy Statement and Form of Proxy: October 28, 1997.
INFORMATION CONCERNING VOTE
General
This Proxy Statement and the enclosed form of proxy is
furnished in connection with the solicitation of proxies by the Board of
Directors of NAM Corporation, a Delaware corporation (the "Company"), for use at
the annual meeting of shareholders to be held on Wednesday, December 17, 1997,
at 11:30 a.m., and at any and all adjournments thereof (the "Annual Meeting"),
with respect to the matters referred to in the accompanying notice. The Annual
Meeting will be held at the main conference room at the Company's principal
offices, located at 1010 Northern Boulevard, Suite 336, Great Neck, New York
11021.
Voting Rights and Outstanding Shares
Only shareholders of record at the close of business on
October 27, 1997 are entitled to notice of and to vote at the Annual Meeting. As
of the close of business on October 27, 1997, 3,334,978 shares of common stock,
par value $.001 per share (the "Common Stock"), of the Company were issued and
outstanding. Each share of Common Stock entitles the record holder thereof to
one (1) vote on all matters properly brought before the Annual Meeting.
Revocability of Proxies
A shareholder who executes and mails a proxy in the enclosed
return envelope may revoke such proxy at any time prior to its use by notice in
writing to the Secretary of the Company, at the above address, or by revocation
in person at the Annual Meeting. Unless so revoked, the shares represented by
duly executed proxies received by the Company prior to the Annual Meeting will
be presented at the Annual Meeting and voted in accordance with the
shareholder's instructions marked thereon. If no instructions are marked
thereon, proxies will be voted FOR the election as directors of the nominees
named below under the caption "ELECTION OF DIRECTORS" and FOR the ratification
of the independent accountants. In their discretion, the proxies are authorized
to consider and vote upon such matters incident to the conduct of the meeting
and upon such other business matters or proposals as may properly come before
the meeting that the Board of Directors of the Company does not know of in a
reasonable time prior to this solicitation will be presented at the meeting.
Voting Procedures
All votes shall be tabulated by the inspector of elections
appointed for the Annual Meeting, who shall separately tabulate affirmative and
negative votes, abstentions and broker non-votes. The presence of a
-1-
<PAGE>
quorum for the Annual Meeting, defined here as a majority of the votes entitled
to be cast at the Annual Meeting, is required. Votes withheld from director
nominees and abstentions will be counted in determining whether a quorum has
been reached. Broker-dealer non-votes are not counted for quorum purposes.
Assuming a quorum has been reached, a determination must be
made as to the results of the vote on each matter submitted for shareholder
approval. Director nominees must receive a plurality of the votes cast at the
meeting, which means that a vote withheld from a particular nominee or nominees
will not affect the outcome of the meeting.
PROPOSAL 1: ELECTION OF THE BOARD OF DIRECTORS
The Board of Directors has nominated six (6) persons to be
elected as Directors at the Annual Meeting and to hold office until the next
annual meeting or until their successors have been duly elected and qualified.
It is intended that each proxy received by the Company will be voted FOR the
election, as directors of the Company, of the nominees listed below, unless
authority is withheld by the shareholder executing such proxy. Shares may not be
voted cumulatively. Each of such nominees has consented to being nominated and
to serve as a director of the Company if elected. If any nominee should become
unavailable for election or unable to serve, it is intended that the proxies
will be voted for a substitute nominee designated by the Board of Directors. At
the present time, the Board of Directors knows of no reason why any nominee
might be unavailable for election or unable to serve. The proxies cannot be
voted for a greater number of persons than the number of nominees named herein.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF ALL THE
DIRECTOR NOMINEES.
Director Nominees
The following table sets forth certain information with
respect to the nominees for directors:
<TABLE>
<CAPTION>
Company Position Director of the
Name and Offices Held Company Since
- ------------------------------- -------------------------------------------------- --------------------
<S> <C> <C>
Roy Israel Chief Executive Officer, President and Chairman of February 1994
the Board of Directors
Cynthia Sanders Executive Vice President and Director February 1994
Daniel Jansen National Accounts Manager and Director February 1994
Stephen H. Acunto Director May 1996
Anthony J. Mercorella Director February 1997
Michael I. Thaler Director April 1994
</TABLE>
ROY ISRAEL, age 37, has been the Chairman of the Board of
Directors, Chief Executive Officer and President of the Company since February
1994. Immediately prior to holding such positions, Mr. Israel was President and
a Director and founder of National Arbitration & Mediation, Inc. ("NA&M"), a
wholly-owned subsidiary of the Company, since February 1992. From March 1989 to
October 1991, he was employed at the Renaissance Communications television
station WTXX-TV in Hartford, Connecticut in the capacity of General Sales
Manager, overseeing the local and national sales efforts, research, traffic and
marketing departments.
CYNTHIA SANDERS, age 38, has been the Executive Vice President
since February 1994. Immediately prior to holding such positions, Ms. Sanders
was the Executive Vice President of NA&M since May 1993. From August 1992 until
May 1993, she was an account executive with Telerep, Inc., an entertainment
company.
-2-
<PAGE>
DANIEL JANSEN, age 34, has been National Accounts Manager of
the Company since June 1997. Prior to such date, he had served as the Director
of Regional Offices of the Company since February 1994. Immediately prior to
holding such positions, he had been Senior Account Executive with NA&M since
September 1992. Prior to joining NA&M, Mr. Jansen was an account executive with
Summit Office Supply from October 1991 to August 1992, and an Account Executive
with TNT Skypak, Inc., a consulting firm, from September 1989 to October 1991.
STEPHEN H. ACUNTO, age 48, has been the president of Chase
Communications, a company involved in the insurance publishing and
communications fields, since 1978. Such company currently provides public
relations services to the company. Mr. Acunto also serves as an officer of the
Insurance Federation of New York; the International Insurance Law Society, U.S.
Chapter; the AIDA Reinsurance and Insurance Arbitration Society; and the
American Risk and Insurance Society. Mr. Acunto is the President of Philadelphia
CCG Scan Inc., a publishing company which filed for federal bankruptcy
protection in July, 1997.
ANTHONY J. MERCORELLA, Esq., age 70, is a senior partner of
the law firm of Wilson, Elser, Moskowitz, Edelman & Dicker and has been a
partner with such firm since 1984, which he joined upon his retirement as a
Justice of the Supreme Court of the State of New York. Judge Mercorella also
serves as a hearing officer for the Company.
MICHAEL I. THALER, age 45, has been a partner in Bond Beebe, a
professional corporation of certified public accountants since October 1993.
From September 1988 through October 1993, Mr. Thaler was a tax partner at
Buchbinder Tunick & Co., a certified public accounting firm.
Committees of the Board of Directors and Meeting Attendees
The Board of Directors held four (4) meetings during fiscal
year 1997. Mr. Acunto did not attend two (2) of such meetings. In February 1997,
the Board of Directors appointed a Compensation Committee and an Audit
Committee.
The Compensation Committee is authorized to review and make
recommendations to the Board of Directors on all matters regarding the
remuneration of the Company's executive officers, including the administration
of the Company's compensation plans, other than the Company's Stock Option Plan.
The current members of the Committee are Messrs. Thaler and Mercorella.
The Audit Committee is responsible for making recommendations
to the Board of Directors as to the selection of the Company's independent
auditor, maintaining communication between the Board and the independent
auditor, reviewing the annual audit report submitted by the independent auditor
and determining the nature and extent of issues, if any, presented by such
audit warranting consideration by the Board. Currently, Mr. Thaler is the sole
member of the Audit Committee. The Audit Committee did not hold any meetings
during fiscal year 1997, but did hold one (1) meeting in September 1997 with
respect to the audit for fiscal year 1997.
Executive Officers
In addition to Mr. Israel, Ms. Sanders and Mr. Jansen, there
is one additional executive officer of the Company:
PATRICIA GIULIANI-RHEAUME, age 39, has been Vice President,
Chief Financial Officer and Treasurer of the Company since February 1997.
Immediately prior to holding such positions, Ms. Giuliani- Rheaume was the Vice
President and Corporate Controller of The Robert Plan Corporation, an insurance
services company, since April 1991. Prior thereto, Ms. Giuliani-Rheaume was an
audit senior manager with KPMG Peat Marwick LLP. Ms. Giuliani-Rheaume is a
certified public accountant and a member of the AICPA and the New York State
Society of CPAs.
-3-
<PAGE>
EXECUTIVE COMPENSATION AND OTHER INFORMATION
Summary Compensation Table
The following summarizes the aggregate compensation paid
during fiscal year 1997 to the Company's Chief Executive Officer and any officer
who earned more than $100,000 in salary and bonus pursuant to their contracts
(the "Named Persons"):
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation Awards
----------------------------- ----------------------------
Other Annual All Other
Name and Principal Position Salary Bonus Compensation Options Compensation
- --------------------------- ------ ----------- ------------- -------- -------------
<S> <C> <C> <C> <C> <C>
Roy Israel, President, Chief Executive
Officer and Chairman of the Board $94,202 _____ _____ _____ 124,000(1)
</TABLE>
- -------------
(1)Such amount includes an automobile allowance, life insurance expenses and a
one-time insurance payout in the amount of $43,400 pursuant to Mr. Israel's
former employment contract which terminated on June 30, 1997.
Directors' Compensation
Non-employee directors receive a fee of $250 for each meeting
of the Board attended, a fee of $150 for each meeting of any committee of the
Board attended and reimbursement of their actual expenses. In addition, pursuant
to the Company's Amended and Restated 1996 Stock Option Plan (the "Plan"), each
non-employee director will be granted options to purchase 1,000 shares of Common
Stock per annum at an exercise price equal to the closing bid price of the
underlying Common Stock as reported by the Nasdaq SmallCap Market on the date of
grant, which shall be the last trading date in June of each year.
Employment Contracts and Termination of Employment
and Change-In-Control Arrangements
Mr. Israel's prior employment agreement expired on June 30,
1997. Mr. Israel's new employment agreement with the Company expires June 30,
2002. Pursuant to this new agreement, he is entitled to receive an annual base
salary of $225,000, an annual cost of living increase to the base salary to
reflect increases in the Consumer Price Index and an annual bonus at the
discretion of the Company's Board of Directors. In addition, the agreement
provides, among other things, that the Company shall pay up to an aggregate of
$15,000 per policy year for a key man life insurance policy in favor of the
Company for $1 million and life insurance in favor of the estate of Mr. Israel,
as well as a disability policy for coverage of 60% of his base salary and the
lease of an automobile (up to a monthly lease payment of $1,000.) If his duties
are changed without his consent and such change results in Mr. Israel no longer
being the most senior executive officer of the Company, then he is entitled to
terminate the agreement and receive three times of his then current base salary,
payable over a one year period, and the maintenance of his benefits for a one
year period or until the end of the term of the agreement, whichever is longer.
In addition, if within two years of a Change-in-Control of the Company, as such
term is defined in the agreement, Mr. Israel is terminated without cause or the
agreement is terminated by Mr. Israel due to a change of duties, Mr. Israel
shall receive a lump sum payment equal to three times his then current base
salary, and the maintenance of his benefits for one year. The agreement also
contains a one-year non-competition clause if the agreement is terminated for
any reason or upon expiration.
-4-
<PAGE>
COMPENSATION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
It is the duty of the Compensation Committee to develop,
administer and review the Company's compensation plans, programs and policies,
to monitor the performance and compensation of executive officers and to make
appropriate recommendations and reports to the Board of Directors relating to
executive compensation.
The Company's compensation program is intended to motivate,
retain and attract management, linking incentives to financial performance and
enhanced shareholder value. The program's fundamental philosophy is to tie the
amount of compensation "at risk" for an executive to his or her contribution to
the Company's success in achieving superior performance objectives.
It is currently anticipated that the compensation program will
consist of two components: (1) a base salary as set forth in each executive's
employment agreement, and (2) the potential for an annual cash and/or stock
option bonus equal to a percentage of the executive's base salary, depending
upon the satisfaction of certain performance criteria annually set by the
Compensation Committee for each position and evaluated at the end of each fiscal
year. The criteria may relate to overall Company performance, the individual
executive's performance or a combination of the two, depending upon the
particular position at issue. The second component constitutes the "at risk"
portion of the compensation program. The Compensation Committee is currently
working on implementing this program and expects to have such program in place
during fiscal 1998.
The Compensation Committee
Michael I. Thaler and Anthony J. Mercorella
October 9, 1997
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<PAGE>
PROPOSAL 2: APPOINTMENT OF INDEPENDENT ACCOUNTANTS
It is proposed that the shareholders ratify the appointment by the
Board of Directors of Grant Thornton LLP ("Grant Thornton") as independent
accountants for the Company for fiscal year 1998. Grant Thornton has served as
the Company's independent accountant since March 4, 1997.
Representatives of Grant Thornton, which audited the Company's fiscal
year 1997 financial statements, are expected to be present at the Annual Meeting
with the opportunity to make a statement, if they so desire, and they are
expected to be available to respond to appropriate questions. Approval by the
shareholders of the appointment of independent accountants is not required, but
the Board deems it desirable to submit the matter to the shareholders for
ratification. If the majority of shareholders voting at the meeting should not
approve the selection of Grant Thornton, the selection of independent
accountants will be reconsidered by the Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF RATIFICATION OF
THE INDEPENDENT ACCOUNTANTS.
On March 4, 1997, KPMG Peat Marwick LLP ("KPMG Peat Marwick") was
dismissed by the Company as the Company's auditors upon approval by the
Company's Board of Directors and Grant Thornton was engaged to audit the
Company's financial statements for the year ending June 30, 1997. KPMG Peat
Marwick's reports on the Company's financial statements for the past two (2)
years ended June 30, 1995 and 1996 did not contain an adverse opinion or
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope, or accounting principles. During the Company's two (2) most recent
fiscal years ended June 30, 1995 and 1996 and subsequent interim period
preceding the dismissal, there were no disagreements with KPMG Peat Marwick on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreement, if not resolved
to the satisfaction of KPMG Peat Marwick, would have caused it to make reference
to the subject matter of the disagreement in connection with this proxy
statement.
OTHER MATTERS ARISING AT THE ANNUAL MEETING
The matters referred to in the Notice of Annual Meeting and described
in this Proxy Statement are, to the knowledge of the Board of Directors, the
only matters that will be presented for consideration at the Annual Meeting. If
any other matters should properly come before the Annual Meeting, the persons
appointed by the accompanying proxy will vote on such matters in accordance with
their best judgment pursuant to the discretionary authority granted to them in
the proxy.
-6-
<PAGE>
PRINCIPAL SHAREHOLDERS
Security Ownership of Management
The following table sets forth, as of October 15 , 1997,
certain information with respect to the beneficial ownership of each class of
the Company's equity securities by each director and director nominee,
beneficial owners of 5% or more of Common Stock of the Company, the Named
Persons and all directors and executive officers of the Company as a group(1):
<TABLE>
<CAPTION>
Amount and Nature of
Name of Beneficial Owner(2) Beneficial Ownership(3) Percent of Total
---------------------------- ----------------------- ----------------
<S> <C> <C>
Roy Israel(4) 1,197,139 35.9%
President, Chief Executive Officer and
Chairman of the Board
Cynthia Sanders 113,055 3.4%
Executive Vice President and Director
Daniel Jansen -0- *
National Accounts Manager and Director
Stephen H. Acunto(5) 1,000 *
Director
Anthony J. Mercorella(6) 7,000 *
Director
Michael I. Thaler(7) 1,000 *
Director
All officers and Directors as a Group 1,332,527 39.7%
(8 persons) (4)(5)(6)(7)(8)
</TABLE>
- -------------------
* Less than one percent (1%).
(1) Applicable percentage of ownership is based on 3,334,978 shares of Common
Stock, which were outstanding on October 15, 1997, plus, for each person or
group, any securities that person or group has the right to acquire within
sixty (60) days pursuant to options and warrants.
(2) The address for each individual is c/o NAM Corporation, 1010 Northern
Boulevard, Suite 336, Great Neck, New York 11021.
(3) Beneficial ownership has been determined in accordance with Rule 13d-3
under the Securities Exchange Act of 1934, as amended, and unless otherwise
indicated, represents shares for which the beneficial owner has sole voting
and investment power. The percentage of class is calculated in accordance
with Rule 13d-3.
(4) Includes 61,903 shares owned by Mr. Israel's wife, Carla Israel, the Sales
Supervisor and Secretary of the Company, and 114,436 shares owned by the
Roy Israel Irrevocable Trust. Mr. Israel disclaims beneficial ownership as
to such shares.
(5) Represents options to purchase 1,000 shares of the Company's Common Stock,
which are fully vested.
(6) Includes warrants to purchase 1,000 shares of the Company's Common Stock ,
which are currently exercisable and options to purchase 5,000 shares of the
Company's Common Stock, which are fully vested.
(7) Represents options to purchase 1,000 shares of the Company's Common Stock,
which are fully vested.
(8) Includes options to purchase 13,333 shares of Common Stock held by Patricia
Giuliani-Rheaume, the Chief Financial Officer and Treasurer of the Company,
which vest on December 31, 1997.
-7-
<PAGE>
Summary of the Company's Amended and Restated 1996 Stock Option Plan
The purpose of the Plan is to enable the Company to attract,
retain and motivate persons employed by the Company, including officers,
directors, advisors and consultants, by providing such persons with a
proprietary interest in the Company and its performance. A total of 750,000
shares of Common Stock are reserved for issuance under the Plan. The Plan
provides for the award of options, which may either be incentive stock options
within the meaning of Section 422A of the Internal Revenue Code of 1986, as
amended (the "Code") or non-qualified options which are not subject to special
tax treatment under the Code. The Plan is administered by the Board of Directors
of the Company. Officers, directors, and employees of, and consultants to, the
Company are eligible to receive options under the Plan. Subject to certain
restrictions, the Board of Directors of the Company is authorized to designate
the number of shares to be covered by each award, the terms of the award, the
dates on which and the rates at which options or other awards may be exercised,
the method of payment and other terms.
INTERESTED PARTY TRANSACTIONS
Since the Company's inception there have not been any material
transactions between it and any of its officers and directors, except as set
forth herein and no additional transactions are currently contemplated.
On October 31, 1994, the Company acquired all of the
outstanding stock of NA&M from Mr. Israel and Ms. Sanders in exchange for shares
of Common Stock. In addition, for fiscal 1996 and 1997, $110,000 and $22,657
were distributed by the Company to Mr. Israel and Ms. Sanders, respectively, as
retained earnings of NA&M as an S-corporation. There will be no further
distributions.
Pursuant to her employment with the Company, Carla Israel, the
Company's Sales Supervisor and Secretary, and the wife of Mr. Israel, received
61,903 shares which vested in July 1996. In connection therewith, in June 1997,
Mrs. Israel received a bonus of approximately $45,000 regarding personal tax
liabilities for such stock grant. This bonus was approved by the Board of
Directors at a meeting held on June 24, 1997. In addition, Mrs. Israel was paid
$90,959 in salary during fiscal year 1997.
SHAREHOLDER PROPOSALS
A shareholder of the Company who wishes to present a proposal
for action at the Company's 1998 Annual Meeting of Shareholders must submit such
proposal to the Company, and such proposal must be received by the Company, no
later than June 30, 1998.
COST OF SOLICITATION OF PROXIES
The solicitation of proxies pursuant to this Proxy Statement
is made by and on behalf of the Company's Board of Directors. The cost of such
solicitation will be paid by the Company. Such cost includes the preparation,
printing and mailing of the Notice of Annual Meeting, Proxy Statement, Annual
Report and form of proxy. The solicitation will be conducted principally by
mail, although directors, officers and employees of the Company (at no
additional compensation) may solicit proxies personally or by telephone or
telegram. Arrangements will be made with brokerage houses and other custodians,
nominees and fiduciaries for the forwarding of proxy material to the beneficial
owners of shares held of record by such fiduciaries, and the Company may
reimburse such persons for their reasonable expenses in so doing.
-8-
<PAGE>
SECTION 16(a) REPORTING DELINQUENCIES
Section 16(a) of the Securities Exchange Act of 1934 requires
the Company's directors and executive officers, and persons who beneficially own
more than ten percent (10%) of a registered class of the Company's equity
securities, to file with the U.S. Securities and Exchange Commission (the "SEC")
and the Nasdaq SmallCap Market reports of ownership and changes in ownership of
Common Stock and other equity securities of the Company. Executive officers,
directors and greater than ten percent (10%) beneficial owners are required by
SEC regulation to furnish the Company with copies of all Section 16(a) reports
that they file. Based solely upon a review of the copies of such reports
furnished to the Company or written representations that no other reports were
required, the Company believes that, during fiscal year 1997, all filing
requirements applicable to its executive officers, directors, and greater than
ten percent (10%) beneficial owners were met.
ANNUAL REPORT ON FORM 10-KSB
The Company is providing the Form 10-KSB as part of the
Company's Annual Report to each person whose proxy is solicited. The Company
does not undertake to furnish without charge copies of all exhibits to its Form
10-KSB, but will furnish any exhibit upon the payment of Twenty Cents ($0.20)
per page or a minimum charge of Five Dollars ($5.00). Such written requests
should be directed to Patricia Giuliani-Rheaume, Chief Financial Officer, NAM
Corporation, 1010 Northern Boulevard, Suite 336, Great Neck, New York 11021.
Each such request must set forth a good faith representation that, as of October
27, 1997, the person making the request was a beneficial owner of securities
entitled to vote at the Annual Meeting. The Company incorporates herein the
Annual Report by reference.
By Order of the Board of Directors,
Roy Israel
Chairman
Great Neck, New York
October 28, 1997
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<PAGE>
NAM CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 17, 1997
The undersigned shareholder(s) of NAM Corporation, a Delaware
corporation (the "Company"), hereby acknowledges receipt of the Notice of Annual
Meeting of Shareholders and the Proxy Statement and hereby appoints Roy Israel
and Cynthia Sanders, each with the full authority to act without the other and
with the power to appoint his substitute, as proxies and attorneys-in-fact and
hereby authorizes them to represent and vote, as designated on this proxy card,
all the shares of Common Stock of NAM Corporation held of record by the
undersigned on October 27, 1997 at the Annual Meeting of Shareholders to be held
on December 17, 1997, or any adjournment or adjournments thereof, as indicated
on the matters set forth below:
1. Election of Directors:
[ ] FOR all nominees listed below:
Roy Israel Stephen H. Acunto
Cynthia Sanders Anthony J. Mercorella
Daniel Jansen Michael I. Thaler
[ ] WITHHOLD AUTHORITY to vote for all nominees listed above.
[ ] WITHHOLD AUTHORITY to vote for any individual nominee listed above.
(Instruction): To withhold authority to vote for any individual nominee or
nominees, specify the name of such nominee(s):
- -------------------------------------------------------------------------------
2. The ratification of the selection by the Board of Directors of Grant
Thornton LLP as independent accountants for fiscal year 1998.
Proposal 2: [ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, upon any other matter or matters as may properly
come before the meeting or any adjournment or adjournments thereof.
PLEASE COMPLETE, DATE, SIGN AND RETURN THIS PROXY PROMPTLY
This Proxy, when properly executed, will be voted and will be voted in
accordance with the directions given by the undersigned shareholder. If no
direction is made, it will be voted "FOR" Items 1 and 2 as described above and
in the accompanying Proxy Statement, and as the proxies deem advisable on any
other matters as may properly come before the meeting.
Dated___________________________________, 1997
______________________________________________
Signature
______________________________________________
Signature
(This Proxy should be marked, dated and signed
by the shareholder(s) exactly as his or her
name appears hereon, and returned promptly in
the enclosed envelope. Persons signing in a
fiduciary capacity should so indicate. If
shares are held by joint tenants or as
community property, both should sign.)
