<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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 Rule 14a-11(c) or Rule 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):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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.:
-------------------------------------------------
3) Filing Party:
-------------------------------------------------
4) Date Filed:
-------------------------------------------------
<PAGE>
NAM CORPORATION
1010 Northern Boulevard, Suite 336
Great Neck, New York 11021
(516) 829-4343
October 28, 1999
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 Friday, December 17, 1999, at 11:30 a.m., 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, certain 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, 1999
--------------
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
Friday, December 17, 1999, 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, 2000; 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,
1999 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, 1999.
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, 1999
- -------------------------------------------------------------------------------
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.
- -------------------------------------------------------------------------------
-3-
<PAGE>
NAM CORPORATION
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
PROXY STATEMENT.......................................................................................5
INFORMATION CONCERNING VOTE...........................................................................5
General.......................................................................................5
Voting Rights and Outstanding Shares..........................................................5
Revocability of Proxies.......................................................................5
Voting Procedures.............................................................................6
ELECTION OF THE BOARD OF DIRECTORS....................................................................6
Director Nominees.............................................................................6
Committees of the Board of Directors and Meeting Attendees....................................7
Executive Officers............................................................................7
EXECUTIVE COMPENSATION AND OTHER INFORMATION..........................................................8
Summary Compensation Table....................................................................8
Directors' Compensation.......................................................................9
Employment Contracts and Termination of Employment and Change In Control Arrangements.........9
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION..............................................11
APPOINTMENT OF INDEPENDENT ACCOUNTANTS...............................................................12
OTHER MATTERS ARISING AT THE ANNUAL MEETING..........................................................12
PRINCIPAL SHAREHOLDERS...............................................................................13
INTERESTED PARTY TRANSACTIONS........................................................................14
SHAREHOLDER PROPOSALS................................................................................14
COST OF SOLICITATION OF PROXIES......................................................................14
SECTION 16(a) REPORTING DELINQUENCIES................................................................14
ANNUAL REPORT ON FORM 10-KSB.........................................................................15
</TABLE>
-4-
<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, 1999
--------------
Approximate Mailing Date of Proxy Statement and Form of Proxy: October 28, 1999.
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 Friday, December 17, 1999 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 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, 1999 are entitled to notice of and to vote at the Annual Meeting. As
of the close of business on October 12, 1999, 3,413,233 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.
-5-
<PAGE>
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 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 the February 1994
Board of Directors
Cynthia Sanders Executive Vice President and Director February 1994
Daniel Jansen National Accounts Manager and Director February 1994
Ronald Katz Director February 1998
Jeffrey L. Lederer Director July 1999
Anthony J. Mercorella Director February 1997
</TABLE>
ROY ISRAEL, age 39, 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,
Director, and founder of National Arbitration & Mediation, Inc. ("NA&M"), a
wholly-owned subsidiary of the Company until merged with the Company in June
1999.
-6-
<PAGE>
CYNTHIA SANDERS, age 40, 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.
DANIEL JANSEN, age 36, 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 a Senior Account Executive with NA&M since
September 1992.
RONALD KATZ, age 43, is a partner at Rubin & Katz LLP, a
certified public accounting firm and has been affiliated with such firm since
December 1986. Mr. Katz is a certified public accountant and a member of the
AICPA and the New York State Society of CPAs.
JEFFREY L. LEDERER, age 52, is currently a senior principal of
Brook Asset Management LLC and was a general partner of Glickenhaus Company
until December 1995. Prior thereto, he was a general partner of Neuberger &
Berman, a New York investment firm.
ANTHONY J. MERCORELLA, Esq., age 72, 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.
Committees of the Board of Directors and Meeting Attendees
The Board of Directors held five (5) meetings during fiscal
year 1999.
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 member of this Committee is Mr. Mercorella. The Compensation
Committee held one (1) meeting during fiscal year 1999.
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. The current members of this Committee are
Mr. Katz and Mr. Lederer. The Audit Committee held one (1) meeting during fiscal
year 1999.
Executive Officers
In addition to Mr. Israel, Ms. Sanders, and Mr. Jansen, there
are two additional executive officers of the Company:
PATRICIA GIULIANI-RHEAUME, age 41, 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.
ROBERT MACK, age 30, has been Executive Vice President of
clickNsettle.com, LLC, a wholly owned subsidiary of the Company, since September
1999. Immediately prior thereto, Mr. Mack held various positions at
Ingersoll-Rand since 1993: Manager of Business Development from January 1999 to
September 1999; Regional Manager, Asia/Pacific, from March 1996 to December 1998
-7-
<PAGE>
and Senior Auditor from August 1993 to February 1996. Prior thereto, Mr. Mack
was a senior accountant at KPMG Peat Marwick LLP. Mr. Mack is a certified public
accountant.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
Summary Compensation Table
The following summarizes the aggregate compensation paid
during fiscal year 1999 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>
Annual Long Term
Compensation Compensation
---------------------------------------- ------------
Securities
Name and Other Annual Underlying All Other
Principal Position Year Salary Bonus Compensation Options Compensation
- ------------------ ---- ------ ----- ------------ ------- ------------
<S> <C> <C> <C> <C> <C> <C>
Roy Israel, 1999 $239,417 $60,000 $18,064(1) 210,000(2) $ 14,110(3)
President, Chief
Executive Officer 1998 $225,865 $25,000 $14,924(1) 60,000 $ 14,110(3)
and Chairman of
the Board 1997 $ 94,202 -- -- -- $ 124,000(4)
Cynthia Sanders, 1999 $105,197 -- -- 52,600(2) $ 2,500(3)
Executive Vice 1998 $ 96,271 -- -- 35,000 $ 2,500(3)
President and
Director 1997 $ 90,675 -- -- -- $ 2,500(3)
Patricia Giuliani- 1999 $124,746 -- -- 43,400(2) $ 2,400(3)
Rheaume, Vice
President, Chief 1998 $118,965 -- -- 60,000 $ 2,400(3)
Financial Officer
and Treasurer 1997 $ 47,292 $ 5,000 -- 40,000 $ 1,000(3)
</TABLE>
(1) Such amount represents tax gross ups for Mr. Israel for medical, life and
disability payments.
(2) Such figure is also reflected in the table for Options Granted in Last
Fiscal Year
(3) Such amount represents premium payments on life insurance policies for the
named executive officer.
(4) Such amount includes life insurance expenses and a one-time insurance
payout in the amount of $43,400 pursuant to Mr. Israel's former employment
contract that terminated on June 30, 1997.
-8-
<PAGE>
Option Granted in Last Fiscal Year
<TABLE>
<CAPTION>
Number of Securities Percent of Total Options Exercise Market Price
Name and Underlying Granted to Employees in or Base on Date of
Principal Position Options Granted Fiscal Year Price Grant Expiration Date
- ------------------ --------------- ----------- ----- ----- ---------------
<S> <C> <C> <C> <C> <C>
Roy Israel,
President, Chief
Executive Officer
and Chariman of the
Board 210,000 35.6% (1) $1.375 (2)
Cynthia Sanders,
Executive Vice
President and
Director 52,600 8.9% $1.375 $1.375 11/18/08
Patricia Giuliani-
Rheaume, Vice
President, Chief
Financial Officer
and Treasurer 43,400 7.3% $1.375 $1.375 11/18/08
</TABLE>
(1) 103,000 options are exercisable at a price of $1.375 per share and 107,000
options at a price of $1.5125 per share.
(2) The expiration date for 103,000 options is 11/18/08 and the expiration
date for 107,000 options is 11/18/03.
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 2,500 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
Roy Israel. Mr. Israel's employment agreement with the Company
expires June 30, 2002. Pursuant to this agreement, he receives currently an
annual base salary of $252,810, an annual base salary increase equal to the
greater of 6% or an amount which reflects the increase in the Urban 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 $1,000,000 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 an allowance for leasing 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.
-9-
<PAGE>
Cynthia Sanders. Ms. Sanders's employment agreement with the
Company expires June 14, 2001 (with automatic one-year renewals unless
terminated within 60 days of the end of an employment term by either party).
Pursuant to this agreement, she receives currently an annual base salary of
$111,563, an annual base salary increase equal to 5%, and an annual bonus at the
discretion of the Company's Chief Executive Officer. In addition, the agreement
provides, among other things, that the Company shall pay for a life insurance
policy of $250,000, full family health insurance, and a $400 a month allowance
for leasing an automobile. The agreement also contains a one-year
non-competition clause if the agreement is terminated for any reason or upon
expiration.
Patricia Giuliani-Rheaume. Ms. Giuliani-Rheaume's employment
agreement with the Company expires December 31, 1999 (with automatic one-year
renewals unless terminated within 45 days of the end of an employment term by
either party). Pursuant to this agreement, she currently receives an annual base
salary of $127,890, an annual base salary increase equal to 5% (during the
initial term only), an annual bonus at the discretion of the Company's Chief
Executive Officer, and a one-time grant of options to purchase 40,000 shares of
Common Stock of the Company. In addition, the agreement provides, among other
things, that the Company shall pay for a life insurance policy of $250,000, full
family health insurance, and a $400 a month allowance for leasing an automobile.
The agreement also contains a one-year non-competition clause if the agreement
is terminated for any reason or upon expiration. If the agreement is terminated
without cause, Ms. Giuliani-Rheaume shall receive a payment of severance of an
amount equal to six months of the base salary in effect at such time.
Robert Mack. Mr. Mack's employment agreement with the Company expires
September 12, 2000. Pursuant to this agreement, he is entitled to receive an
annual base salary of $100,000, an annual bonus at the discretion of the
Company, a signing bonus of $22,000 to cover costs of relocation, a payment of
$23,430 plus tax gross up to cover tuition costs to be repaid to his former
employer and a one-time grant of options at market value ($6.875) to purchase
75,000 shares of Common Stock of the Company. In addition, the agreement
provides that Mr. Mack shall be entitled to participate in the Company's
benefits programs and shall be entitled to a $400 a month allowance for leasing
an automobile. The agreement also contains a one-year non-competition clause if
the agreement is terminated for any reason or upon expiration.
-10-
<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, thus linking incentives to financial performance and
creating 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 general performance criteria established 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
--------------------------
Honorable Anthony J. Mercorella
August 16, 1999
-11-
<PAGE>
PROPOSAL 2: APPOINTMENT OF INDEPENDENT ACCOUNTANTS
It is proposed that the shareholders ratify the appointment of
Grant Thornton LLP ("Grant Thornton") as independent accountants for the Company
for fiscal year 2000. Grant Thornton has served as the Company's independent
accountants since March 4, 1997.
Representatives of Grant Thornton, which audited the Company's
fiscal year 1999 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.
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.
-12-
<PAGE>
PRINCIPAL SHAREHOLDERS
Security Ownership of Management
The following table sets forth, as of October 12, 1999,
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) 1,394,889 38.7%
President, Chief Executive Officer and Chairman
of the Board
Cynthia Sanders(5) 174,355 5.0%
Executive Vice President and Director
Daniel Jansen 13,165 *
National Accounts Manager and Director
Ronald Katz(6) 103,000 3.0%
Director
Jeffrey L. Lederer(7) 75,000 2.2%
Director
Anthony J. Mercorella (8) 6,000 *
Director
Joseph Stevens & Company, Inc. (9) 286,073 7.7%
All Officers and Directors as a Group
(8 persons) (4)(5)(6)(7)(8)(10) 1,855,475 48.3%
</TABLE>
- ------------------
* Less than one percent (1%).
(1) Applicable percentage of ownership is based on 3,413,233 shares of Common
Stock, which were outstanding on October 12, 1999, 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 options to purchase 165,000 shares of Common Stock and warrants
to purchase 7,000 shares of Common Stock, all of which have vested and are
exercisable or will vest and become exercisable within 60 days. Also
includes 61,903 shares owned by Mr. Israel's wife, Carla Israel, the
Secretary of the Company, and options to purchase 17,750 shares of the
Company's Common Stock which will vest and become exercisable within 60
days. Mr. Israel disclaims beneficial ownership as to such shares.
(5) Includes options to purchase 61,300 shares of the Company's Common Stock,
which have vested or shall vest and become exercisable within 60 days
from the date hereof.
(6) Includes warrants to purchase 7,500 shares of the Company's Common Stock,
which are currently exercisable, and options to purchase 3,500 shares of
the Company's Common Stock, which are vested and exercisable.
(7) Consists of options to purchase 75,000 shares of Common Stock, which are
vested and exercisable.
(8) Includes warrants to purchase 1,000 shares of Common Stock, which are
currently exercisable and options to purchase 5,000 shares of the
Company's Common Stock, which are vested and exercisable.
<PAGE>
(9) 31,023 shares and 10,050 warrants are held in Joseph Stevens & Company,
Inc.'s market making account. This information was taken from Form 13G as
filed by Joseph Stevens & Company, Inc. on February 10, 1999 as well as
other information known to the Company. On such form, Joseph Stevens &
Company, Inc. listed Joseph Sorbara and Steven Markowitz as controlling
shareholders and directors of Joseph Stevens & Company, Inc., and
therefore, as beneficial owners of these same shares and warrants.
(10) Includes (i) options to purchase 88,366 shares of Common Stock held by
Patricia Giuliani-Rheaume, the Chief Financial Officer and Treasurer of
the Company, which have vested or shall vest and become exercisable within
60 days from the date hereof; and (ii) warrants to purchase 400 shares of
Common Stock, which are currently exercisable, and 300 shares of the
Company's Common Stock held by Robert Mack, Executive Vice President of
clickNsettle.com, LLC.
-13-
<PAGE>
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 March 25, 1998, the Company announced its intention to
acquire, in open market transactions, up to 300,000 shares of its Common Stock.
On March 25, 1999 the Company extended the plan by an additional 300,000 shares
of its Common Stock. Purchases, if any, are to be made from time to time at
prevailing market prices though March 25, 2000. Purchases may be discontinued at
any time with or without purchasing any or all of the 600,000 shares. As of
October 12, 1999, the Company has not acquired any such shares of its Common
Stock.
SHAREHOLDER PROPOSALS
A shareholder of the Company who wishes to present a proposal
for action at the Company's 2000 Annual Meeting of Shareholders must submit such
proposal to the Company, and such proposal must be received by the Company, no
earlier than July 20, 2000 and no later than September 20, 2000.
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.
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 1999, all filing
requirements applicable to its executive officers, directors, and greater than
ten percent (10%) beneficial owners were met, except as herein set forth:
Anthony Mercorella unintentionally filed one late Form 4 incorporating two
transactions not reported on a timely basis; Stephen Acunto, a former director,
unintentionally filed one late Form 5 incorporating one transaction; and Daniel
Jansen unintentionally filed one late Form 4 incorporating three transactions
not reported on a timely basis.
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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, 1999, 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, 1999
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