<PAGE>
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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<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
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,
<S> <C> <C> <C> <C>
$.001 par value 1,250,000 shares $6.1875 $7,734,375 $2,150
- -------------------------------------------------------------------------------------------------------
=======================================================================================================
</TABLE>
(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.
<PAGE>
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.
2
<PAGE>
Item 8. Exhibits.
The following is a complete list of exhibits filed as a part
of this Registration Statement:
Exhibit No. Document
----------- --------
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).
3
<PAGE>
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
-------------------------------------------------------
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
4
<PAGE>
NAM CORPORATION
AMENDED AND RESTATED
1996 INCENTIVE AND NONQUALIFIED
STOCK OPTION PLAN
---------------------------------------
1. Purpose
The purpose of this Stock Option Plan (the "Plan") is to encourage and
enable key employees (which term, as used herein, shall include officers), and
directors, of NAM Corporation or a parent (if any) or subsidiary thereof
(collectively, unless the context otherwise requires, the "Corporation"),
consultants, and advisors to the Corporation, and other persons or entities
providing goods or services to the Corporation to acquire a proprietary interest
in the Corporation through the ownership of common stock of the Corporation. As
used herein, the term "parent" or "subsidiary" shall mean any present or future
corporation which is or would be a "parent corporation" or "subsidiary
corporation" of the Corporation as the term is defined in section 424 of the
Internal Revenue Code of 1986, as amended (the "Code") (determined as if the
Corporation were the employer corporation). Such directors, consultants,
advisors, and other persons or entities providing goods or services to the
Corporation and entitled to receive options hereunder are hereinafter
collectively referred to as the "Associates," and the relationship of the
Associates to the Corporation is hereinafter referred to as "association with"
the Corporation. An employee or Associate to whom an option has been granted is
referred to as a "Grantee". Such ownership will provide such Grantees with a
more direct stake in the future welfare of the Corporation and encourage them to
remain employed by or associated with the Corporation. It is also expected that
the Plan will encourage qualified persons to seek and accept employment or
association with the Corporation.
2. Administration
(a) The Plan shall be administered by the Board of Directors
(the "Board").
(b) As it applies to the administration of the Plan, a
majority of the members of the Board shall constitute a quorum, and the action
of a majority of the members of the Board present at a meeting at which a quorum
is present, as well as actions taken pursuant to the unanimous written consent
of all of the members of the Board without holding a meeting, shall be deemed to
be actions of the Board. All actions of the Board and all interpretations and
decisions made by the Board with respect to any question arising under the Plan
shall be final and conclusive and shall be binding upon the Corporation and all
other interested parties.
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<PAGE>
(c) Subject to the terms and conditions of the Plan, the Board
shall be responsible for the overall management and administration of the Plan
and shall have such authority as shall be necessary or appropriate in order to
carry out its responsibilities, including, without limitation, the authority to
(i) interpret and construe the Plan and to determine the terms of all options
granted pursuant to the Plan, including, but not limited to, the persons to
whom, and the time or times at which grants shall be made, the number of options
to be included in the grants, the number of options which shall be treated as
incentive stock options (in the case of options granted to employees) as
described in section 422 of the Code, the number of options which do not qualify
as incentive stock options ("nonqualified options"), and the terms and
conditions thereof; (ii) to adopt rules and regulations and to prescribe forms
for the operation and administration of the Plan; and (iii) to take any other
action not inconsistent with the provisions of the Plan that it may deem
necessary or appropriate.
3. Eligibility and Participation
(a) Key employees and Associates are eligible to receive
options. Each option shall be granted, and the number of shares and the vesting
schedule of such shares subject thereto shall be determined by the Board.
(b) Directors who are not officers of the Corporation shall
receive, on an annual basis on the last trading day of each June, stock options
for 2,500 shares of the Corporation's Common Stock, at an exercise price equal
to the fair market value of the stock on the date of grant, and such options
shall vest immediately upon grant. The fair market value shall be determined in
accordance with Section 8 hereof.
4. Shares Subject to the Plan
(a) Options shall be evidenced by written agreements which
shall, among other things (i) designate the option as either an incentive stock
option or a nonqualified stock option, (ii) specify the number of shares covered
by the option; (iii) specify the exercise price, determined in accordance with
paragraph 7 hereof, for the shares subject to the option; (iv) specify the
option period determined in accordance with paragraph 6 hereof; (v) set forth
specifically or incorporate by reference the applicable provisions of the Plan;
and (vi) contain such other terms and conditions consistent with the Plan as the
Board may, in its discretion, prescribe.
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<PAGE>
(b) The stock to be offered and delivered under the Plan,
pursuant to the exercise of an option, shall be shares of the Corporation's
authorized common stock and may be unissued shares or reacquired shares, as the
Board may from time to time determine. Subject to adjustment as provided in
paragraph 13 hereof, the aggregate number of shares to be delivered under the
Plan shall not exceed two million (2,000,000) shares. If an option expires or
terminates for any reason during the term of the Plan prior to the exercise
thereof in full, the shares subject to but not delivered under such option shall
be available for options thereafter granted.
5. Incentive Stock options
(a) An option designated by the Board as an "incentive stock
option" is intended to qualify as an "incentive stock option" within the meaning
of section 422 of the Code. An incentive stock option shall be granted only to
an employee of the Corporation.
(b) No incentive stock option shall provide any person with a
right to purchase shares to the extent that such right first becomes exercisable
during a prescribed calendar year and the sum of (i) the fair market value
(determined as of the date of grant) of the shares subject to such incentive
stock option which first become available for purchase during such calendar
year, plus (ii) the fair market value (determined as of the date of grant) of
all shares subject to incentive stock options previously granted to such person
under all plans of the Corporation which first become available for purchase
during such calendar year exceeds $100,000.
(c) Without prior written notice to the Board, a Grantee may
not dispose of shares acquired pursuant to the exercise of an incentive stock
option until after the later of (i) the second anniversary of the date on which
the incentive stock option was granted, or (ii) the first anniversary of the
date on which the shares were acquired; provided, however, that a transfer to a
trustee, receiver, or other fiduciary in any insolvency proceeding, as described
in section 422(c)(3) of the Code, shall not be deemed to be such a disposition.
The optionee shall make appropriate arrangements with the Corporation for any
taxes which the Corporation is obligated to collect in connection with any
disposition of shares acquired pursuant to the exercise of an incentive stock
option, including any Federal, state or local withholding taxes.
(d) Should Section 422 of the Code be amended during the term
of the Plan, the Board may modify the Plan consistently with such amendment.
-3-
<PAGE>
6. Term of Option Period
The term during which options may be granted under the Plan shall
expire on April 1, 2006 and the option period during which each option may be
exercised shall, subject to the provisions of paragraph 12 hereof, be during
such period, expiring not later than the tenth anniversary (the fifth
anniversary in the case of incentive stock options granted to a person who owns
(within the meaning of section 424(d) of the Code) more than 10 percent of the
total combined voting power of all classes of stock of the Corporation at the
time such option is granted) of the date the option is granted, as may be
determined by the Board.
7. Option Price
The price at which shares may be purchased upon exercise of a
particular option shall be such price as may be fixed by the Board but in no
event less than the minimum required in order to comply with any applicable law,
rule or regulation and, in the case of incentive stock options, shall not be
less than 100 percent, or in the case of incentive stock options granted to an
optionee who is a 10 percent stockholder (within the meaning of paragraph 6
hereof), shall not be less than 110 percent, of the fair market value (as
defined in paragraph 8) of such shares on the date such option is granted.
8. Stock as Form of Exercise Payment
At the discretion of the Board, a Grantee who owns shares of the
Corporation's common stock may elect to use such shares, with the value thereof
to be determined as the fair market value of such shares on the day prior to the
date of exercise of the option, to pay all or part of the option price required
under the Plan. As used herein, fair market value shall be deemed to be the
closing price on such day of the Corporation's common stock if the Corporation's
common stock is then traded on a national securities exchange or the closing bid
price on such day of the Corporation's common stock, if such stock is traded on
the NASDAQ National Market System or Small-Cap Market System or, if not so
traded, the average of the closing bid and asked prices thereof on such day.
9. Exercise of Options
(a) Each option granted shall be exercisable in whole or in
part at any time, or from time to time, during the option period as the Board
may provide in the terms of such option; provided that the election to exercise
an option shall be made in accordance with applicable federal and state laws and
regulations.
(b) No option may at any time be exercised with respect to a
fractional share.
-4-
<PAGE>
(c) No shares shall be delivered pursuant to the exercise of
any option, in whole or in part, until qualified for delivery under such
securities laws and regulations as may be deemed by the Board to be applicable
thereto, until such shares are listed on each securities exchange on which the
Corporation's common stock may then be listed, until, in the case of the
exercise of an option, payment in full of the option price is received by the
Corporation in cash or stock as provided in paragraph 8 and until payment in
cash of any applicable withholding taxes is received by the Corporation. Unless
prior to the exercise of the option the shares of the Corporation's common stock
issuable upon such exercise have been registered with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, the notice of
exercise shall be accompanied by a representation or agreement of the individual
exercising the option to the Corporation to the effect that such shares are
being acquired for investment and not with a view to the resale or distribution
thereof or such other documentation as may be required by the Corporation unless
in the opinion of counsel to the Corporation such representation, agreement, or
documentation is not necessary to comply with said Act. No holder of an option,
or such holder's legal representative, legatee, or distributee shall be or be
deemed to be a holder of any shares subject to such option unless and until a
certificate or certificates therefor is issued in his name.
10. Acceleration of Vesting
(a) An option shall automatically be vested and immediately
exercisable in full upon the occurrence of any of the following events:
(i) Any person within the meaning of
Sections 13(d) and 14(d) of the Securities Exchange Act of
1934, other than the Corporation, has become the beneficial
owner, within the meaning of Rule 13d-3 under such Act, of 30
percent or more of the combined voting power of the
Corporation's then outstanding voting securities, unless such
ownership by such person has been approved by the Board
immediately prior to the acquisition of such securities by
such person;
(ii) The first day on which shares of the
Corporation's common stock are purchased pursuant to a tender
offer or exchange offer, unless such offer is made by the
corporation or unless such offer has been approved or not
opposed by the Board;
(iii) The stockholders of the Corporation
have approved an agreement to merge or consolidate with or
into another corporation (and the Corporation is not the
survivor of such merger or consolidation) or an agreement to
sell or otherwise dispose of all or substantially all of the
Corporation's assets (including a plan of liquidation), unless
the Board has resolved that options shall not automatically
vest; or
(iv) During any period of two consecutive
years, individuals who at the beginning of such period
-5-
<PAGE>
constitute the Board of the Corporation cease for any reason
to constitute at least a majority thereof, unless the election
or the nomination for the election by the Corporation's
stockholders of each new director was approved by a vote of at
least a majority of the directors then still in office who
were directors at the beginning of the period.
(b) Other than upon the occurrence of any of the events
described in paragraph 10(a), the Board shall have the authority at any time or
from time to time to accelerate the vesting of any individual option and to
permit any stock option not theretofore exercisable to become immediately
exercisable.
11. Transfer of Options
Options granted under the Plan may not be transferred except
by will or the laws of descent and distribution and, during the lifetime of the
Grantee to whom granted, may be exercised only by such or by such Grantee's
guardian or legal representative.
12. Termination of Employment
(a) Except as specifically provided in this paragraph 12, if
the Grantee's employment or association with the Corporation shall terminate for
any reason before the Option has vested in full, then the unvested portion of
the Option shall automatically terminate on the date of termination of
employment or association and all rights and interests of the Grantee in and to
such unvested portion shall thereupon terminate.
(b) After the date on which an incentive stock option vests,
if the Grantee's employment by the Corporation is terminated for any reason, the
incentive stock option shall be exercisable for the lesser of (i) three (3)
months from the date of such termination of employment or (ii) the balance of
such incentive stock option's term; provided, however, that in the event that
the termination is as a result of the death or disability (within the meaning of
section 22(e)(3) of the Code) of the Grantee, the incentive stock options held
by such Grantee which were otherwise exercisable on the date of his termination
of employment shall expire unless exercised by such Grantee, or, in the case of
the death of a Grantee, by his heirs, legatees, or personal representatives,
within a period of twelve (12) months after the date of termination of
employment. In no event, however, shall any incentive stock option be
exercisable after ten years from the date it was granted. Nothing in the Plan or
in any option shall confer upon any Grantee the right to continue in the employ
of the Corporation or interfere in any way with the right of the Corporation to
terminate the employment of a Grantee at any time. The Board's determination
that a Grantee's employment has terminated and the date thereof shall be final
and conclusive on all persons affected thereby.
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<PAGE>
(c) The Board may, if it determines that to do so would be in
the Corporation's best interests, provide in a specific case or cases for the
exercise of options which would otherwise terminate upon termination of
employment with the Corporation for any reason, upon such terms and conditions
as the Board determines to be appropriate.
(d) In the case of a Grantee on an approved leave of absence,
the Board may, if it determines that to do so would be in the best interests of
the Corporation, provide in a specific case for continuation of options during
such leave of absence, such continuation to be on such terms and conditions as
the Board determines to be appropriate. Leaves of absence for such period and
purposes conforming to the personnel policy of the Corporation as may be
approved by the Board shall not be deemed terminations or interruptions of
employment.
13. Adjustments Upon Changes in Capitalization
(a) If the Corporation's outstanding common stock is hereafter
changed by reason of reorganization, merger, consolidation, recapitalization,
reclassification, stock split-up, combination, or exchange of shares or the
like, or dividends payable in shares of the Corporation's common stock, an
appropriate adjustment shall be made by the Board in the aggregate number of
shares available under the Plan and in the number of shares and price per share
subject to outstanding options. If the Corporation shall be reorganized,
consolidated, or merged with another corporation, or if all or substantially all
of the assets of the Corporation shall be sold or exchanged, the holder of an
option shall, after the occurrence of such a corporate event, be entitled to
receive upon the exercise of his option the same number and kind of shares of
stock or the same amount of property, cash, or securities as he would have been
entitled to receive upon the happening of any such corporate event as if he had
exercised such option and had been, immediately prior to such event, the holder
of the number of shares covered by such option. All adjustments made pursuant to
this paragraph to the terms or conditions of an incentive stock option shall be
subject to the requirements of section 424 of the Code.
(b) Any adjustment in the number of shares shall apply
proportionately to only the unexercised portion of any option granted hereunder.
If fractions of a share would result from any such adjustment, the adjustment
shall be revised to the next higher whole number of shares.
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<PAGE>
14. Termination, Modification, and Amendment
(a) The Plan shall terminate on April 1, 2006, which is 10
years from the earlier of the date of its adoption by the Board or the date on
which the Plan is approved by the stockholders of the Corporation and no option
shall be granted after termination of the Plan.
(b) The Plan may from time to time be terminated, modified, or
amended by the affirmative vote of a majority of the votes cast at a duly held
stockholders' meeting at which a quorum representing a majority of all
outstanding voting stock is, either in person or by proxy, present and voting on
the plan, or pursuant to any other procedure allowed under applicable state law.
(c) The Board may at any time terminate the Plan or from time
to time make such modifications or amendments of the Plan as it may deem
advisable including, without limitation, modifications to reflect changes in
applicable law; provided, however, that the Board of Directors shall not (i)
modify or amend the Plan in any way that would disqualify any incentive stock
option issued pursuant to the Plan as an incentive stock option as defined in
section 422 of the Code or (ii) without approval by the affirmative vote of a
majority of the votes cast at a duly held stockholders' meeting at which a
quorum representing a majority of all outstanding voting stock is, either in
person or by proxy, present and voting on the plan, or pursuant to any other
procedure allowed under applicable state law, increase (except as provided by
paragraph 14) the maximum number of shares as to which options may be granted
under the Plan.
-8-
<PAGE>
(d) No termination, modification, or amendment of the Plan,
may, without the consent of the Grantee, adversely affect the rights conferred
by such option.
15. Effective Date
The Plan became effective on April 1, 1996 upon the adoption
by the Board subject to the approval by the affirmative vote of the holders of a
majority of the outstanding shares of the Corporation which occurred on May 29,
1996. All options granted prior to the date of such stockholder approval shall
be subject to such approval.
-9-
<PAGE>
Exhibit 5.1
November 4, 1999
NAM Corporation
1010 Northern Boulevard
Suite 336
Great Neck, New York 11021
Re: NAM Corporation
Registration Statement on Form S-8
Filed on November 4, 1999
----------------------------------
Dear Sir/Madam:
We have reviewed the Registration Statement on Form S-8 (the
"Registration Statement") filed under the Securities Act of 1933 (the "Act"), by
NAM Corporation, a Delaware corporation (the "Company"), on November 4, 1999.
The Registration Statement has been filed for the purpose of registering for
offer and sale under the Act, 1,250,000 shares (the "Shares") of the Company's
Common Stock, $.001 par value (the "Common Stock") issuable under the Company's
Amended and Restated 1996 Incentive and Nonqualified Stock Option Plan (the
"Plan"). The Shares are in addition to 750,000 shares of Common Stock which were
previously registered on a Form S-8 dated November 6, 1998.
We have examined your Certificate of Incorporation as amended,
Bylaws and such documents, corporate records and questions of law as we have
deemed necessary solely for the purpose of enabling us to render this opinion.
In conducting our examination, we have assumed, without investigation, the
genuineness of all signatures, the correctness of all certificates, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such copies, and the accuracy
and completeness of all records made available to us by the Company, and public
officials. In addition, we have assumed, without investigation, the accuracy of
representations and statements as to factual matters made by officers and
employees of the Company.
In addition, the opinions hereinafter expressed are subject to
the following qualifications:
(a) Our opinion in Paragraph 1 below as to the good standing
of the Company and its subsidiaries is based solely upon certificates from
public officials and verbal confirmation from the State of Delaware.
<PAGE>
NAM Corporation
November 4, 1999
Page 2
(b) Our opinions below are limited to the matters expressly
set forth in this opinion letter, and no opinion is to be implied or may be
inferred beyond the matters expressly so stated.
(c) We disclaim any obligation to update this letter for
events occurring after the date of this opinion letter.
(d) We are members of the Bar of the State of New York. Our
opinions below are limited solely to the effect of the laws of the State of New
York and of the federal laws of the United States.
On the basis of such examination, we are of the opinion that:
1. The Company is a corporation duly organized and validly
existing and in good standing under the laws of the State of Delaware.
2. The Company has an authorized capitalization of 20,000,000
shares of capital stock consisting of 15,000,000 shares of Common Stock, $.001
par value, and 5,000,000 shares of Preferred Stock, $.001 par value.
3. The options, when issued pursuant to the terms and
conditions of the Plan, as described in the Registration Statement, will
constitute legal and binding obligations of the Company in accordance with their
terms.
4. The Shares, upon payment therefore and issuance thereof
upon exercise of the options in accordance with the terms thereof and as
described in the Registration Statement, will be validly issued, fully paid and
non-assessable.
We hereby consent to the use of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
CAMHY KARLINSKY & STEIN LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF GRANT THORNTON LLP
<PAGE>
Exhibit 23.1
Consent of Independent Certified Public Accountants
We have issued our report dated August 30, 1999 accompanying the consolidated
financial statements of NAM Corporation and Subsidiaries appearing in the Annual
Report on Form 10-KSB for the year ended June 30, 1999 which is incorporated by
reference in this Registration Statement on Form S-8. We consent to the
incorporation by reference in the Registration Statement of the aforementioned
report.
GRANT THORNTON LLP
Melville, New York
November 2, 1999
<PAGE>
EXHIBIT 23.2
CONSENT OF CAMHY KARLINSKY & STEIN LLP
(Contained in EXHIBIT 5.1)
