-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TwcubhDZHMPK+9TcJodRCGzl7RDT3euv6+Z5LtSA9BHPUH9PxayM2A0XZldOoIMG uhubYL6G8nCti40QC/fNJw== 0000950116-99-001810.txt : 20000211 0000950116-99-001810.hdr.sgml : 20000211 ACCESSION NUMBER: 0000950116-99-001810 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990929 GROUP MEMBERS: CARLA ISRAEL GROUP MEMBERS: ISRAEL ROY GROUP MEMBERS: ROY ISRAEL SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NAM CORP CENTRAL INDEX KEY: 0000925741 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-LEGAL SERVICES [8111] IRS NUMBER: 232753988 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-52381 FILM NUMBER: 99719568 BUSINESS ADDRESS: STREET 1: 1010 NORTHERN BLVD STREET 2: STE 336 CITY: GREAT NECK STATE: NY ZIP: 11021 MAIL ADDRESS: STREET 1: 1010 NORTHERN BLVD., SUITE 336 CITY: GREAT NECK STATE: NY ZIP: 11021 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ISRAEL ROY CENTRAL INDEX KEY: 0001071205 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1010 NORTHERN BOULEVARD SUITE 336 CITY: GREAT NECK STATE: NY ZIP: 11021 BUSINESS PHONE: 5168294343 MAIL ADDRESS: STREET 1: 1010 NORTHERN BOULEVARD SUITE 336 CITY: GREAT NECK STATE: NY ZIP: 11021 SC 13D 1 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(a) (Amendment No. 1 ) NAM Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.001 Par Value - -------------------------------------------------------------------------------- (Title of Class of Securities) 62872L 10 8 - -------------------------------------------------------------------------------- (CUSIP Number) Robert S. Matlin, Esq. Camhy Karlinsky & Stein LLP 1740 Broadway, 16th Floor New York, New York 10019 (212) 977-6600 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 18, 1998 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 6 Pages) _______________________________________________________________________________ CUSIP No. 62872L 10 8 SCHEDULE 13D Page 2 of 6 Pages _______________________________________________________________________________ 1 NAME OF REPORTING PERSONS Roy Israel S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS ###-##-#### ______________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] ______________________________________________________________________________ 3 SEC USE ONLY ______________________________________________________________________________ 4 SOURCE OF FUNDS* PF ______________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] ______________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States _______________________________________________________________________________ | | | 7 | SOLE VOTING POWER | | 1,143,236 shares (see Item 5) |_____|________________________________________________________ | | NUMBER OF | 8 | SHARED VOTING POWER SHARES | | -0- BENEFICIALLY |_____|________________________________________________________ OWNED BY | | EACH | 9 | SOLE DISPOSITIVE POWER REPORTING | | 1,143,236 shares (see Item 5) PERSON WITH |_____|________________________________________________________ | | | 10 | SHARED DISPOSITIVE POWER | | -0- _______________|_____|_________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,315,236 shares (see Item 5) ______________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* (see Item 5) [X] ______________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.69% ______________________________________________________________________________ 14 TYPE OF REPORTING PERSON* IN ______________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE. RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. _______________________________________________________________________________ CUSIP No. 62872L 10 8 SCHEDULE 13D Page 3 of 6 Pages _______________________________________________________________________________ 1 NAME OF REPORTING PERSONS Carla Israel S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS ###-##-#### ______________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] ______________________________________________________________________________ 3 SEC USE ONLY ______________________________________________________________________________ 4 SOURCE OF FUNDS* PF ______________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] ______________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States _______________________________________________________________________________ | | | 7 | SOLE VOTING POWER | | 61,903 shares (see Item 5) |_____|________________________________________________________ | | NUMBER OF | 8 | SHARED VOTING POWER SHARES | | -0- BENEFICIALLY |_____|________________________________________________________ OWNED BY | | EACH | 9 | SOLE DISPOSITIVE POWER REPORTING | | 61,903 shares (see Item 5) PERSON WITH |_____|________________________________________________________ | | | 10 | SHARED DISPOSITIVE POWER | | -0- _______________|_____|_________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 79,653 shares (see Item 5.) ______________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] ______________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.32% ______________________________________________________________________________ 14 TYPE OF REPORTING PERSON* IN ______________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. ------------------- Page 4 of 6 Pages ------------------- Item 1. Security and Issuer This statement relates to the Common Stock, $.001 par value (the "Common Stock"), of NAM Corporation (the "Company"). The Company's principal executive offices are located at 1010 Northern Boulevard, Suite 336, Great Neck, New York 11021. Item 2. Identity and Background This report is being filed by Roy Israel and Carla Israel. The business address for both individuals is 1010 Northern Boulevard, Suite 336, Great Neck, New York 11201. Mr. Israel is the President, Chief Executive Officer and Chairman of the Board of Directors of the Company. Mrs. Israel is the Secretary of the Company. Mr. and Mrs. Israel are spouses. During the last five years, neither Mr. Israel nor Mrs. Israel have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which either was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Mr. and Mrs. Israel are citizens of the United States. Item 3. Source and Amount of Funds or Other Consideration Mr. Israel acquired 1,135,236 shares of Common Stock as a foundation shareholder. On December 28, 1998 Mr. Israel purchased 2,000 shares of Common Stock, at a price of $1.0625 per share. On December 31, 1998 Mr. Israel purchased 1,000 shares of Common Stock, at a price of $1.125 per share. On January 7, 1999 Mr. Israel purchased 5,000 shares of Common Stock, at a price of $1.375 per share. All purchases were made from Mr. Israel's personal funds. Mr. Israel has the option, granted to him under the Company's Amended and Restated 1996 Stock Option Plan (the "Plan"), to purchase 60,000 shares of Common Stock at exercise prices ranging from $1.79 to $2.25 per share. 30,000 of such options vested on September 18, 1998 and 30,000 of such options vested on September 18, 1999. 105,000 options to purchase shares of Common Stock shall vest on November 18, 1999 at exercise prices ranging from $1.375 to $1.5125. Mr. Israel acquired, out of personal funds, warrants, at $0.125 each, to purchase 5,000 shares of Common Stock, on December 31, 1998 and warrants, at $0.187 each, to purchase 2,000 shares of Common Stock, on January 7, 1999. All of such warrants are currently exercisable. The source and the amount of funds or other consideration used by Mrs. Israel to acquire 61,903 shares of Common Stock were personal funds. Mrs. Israel received options to purchase 35,500 shares of Common Stock on November 18, 1998 which are not currently exercisable. 17,750 of those options shall vest on November 18, 1999 at an exercise price of $1.375 per share and the remaining 17,750 shall vest on November 18, 2000 at an exercise price of $1.375 per share. Item 4. Purpose of Transaction (i) Mr. Israel purchased: 2,000 shares of Common Stock on December 28, 1998; 1,000 shares of Common Stock on December 31, 1998; 5,000 shares of Common Stock on January 7, 1999. (ii) Mr. Israel acquired warrants to purchase 5,000 shares of Common Stock on December 31, 1998 and warrants to purchase 2,000 shares of Common Stock on January 7, 1999, each of which is currently exercisable. ------------------- Page 5 of 6 Pages ------------------- (iii) The number of shares held by Mr. Israel was described in error in the original filing on Form 13D. Mr. Israel was described as being an indirect beneficial owner of 114,436 shares held by the Roy Israel Irrevocable Trust. Such shares are not held by this trust. Mr. Israel is in fact a direct beneficial owner of those shares and this amendment is being filed to correct such error. (iv) The number of shares held indirectly by Mrs. Israel was described in error in the original filing on Form 13D. Mrs. Israel was described as being an indirect beneficial owner of 1,050,800 shares of Common Stock, beneficially owned by Mr. Israel. Mr. Israel was in fact a direct beneficial owner of 1,165,236 shares of Common Stock, and therefore, Mrs. Israel was in fact an indirect beneficial owner of such 1,165,236 shares of Common Stock, at that time. This amendment is being filed in part to correct such error. Item 5. Interest in Securities of the Issuer A. (i) Mr. Israel has beneficial ownership of 1,315,236 shares of Common Stock, or 36.69% of the outstanding Common Stock. 1,143,236 shares are owned directly by Mr. Israel. Mr. Israel owns options to purchase 165,000 shares of Common Stock and warrants to purchase 7,000 shares of Common Stock each of which are exercisable within 60 days. In addition, Mr. Israel is an indirect beneficial owner of 79,653 shares owned by Mrs. Israel. If the shares which Mr. Israel indirectly owns are included, Mr. Israel has beneficial ownership of 1,394,889 shares or 38.71% of the outstanding. Mr. Israel disclaims beneficial ownership for the shares owned by Mrs. Israel. Mr. Israel also holds options to purchase 105,000 shares of Common Stock, such options are not currently exercisable. (ii) Mr. Israel has the sole right to vote 1,143,236 shares of Common Stock. (iii) Mr. Israel has not effected any transactions in the securities reported on during the past 60 days. (iv) Mr. Israel does not know of any person who has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of the Common Stock. (v) Not applicable. B. (i) Mrs. Israel has beneficial ownership of 79,653 shares of Common Stock or 2.32% of the outstanding Common Stock. 61,903 shares of Common Stock are owned directly by Mrs. Israel. Mrs. Israel owns options to purchase 35,500 shares of Common Stock which are not currently exercisable. 17,750 of such options shall vest on November 18, 1999. In addition Mrs. Israel is an indirect beneficial owner of 1,315,236 shares of Common Stock owned by Mr. Israel (inclusive of options to purchase 30,000 shares of Common Stock which vested on September 18, 1998, options to purchase 30,000 shares of common stock which vested on September 18, 1999 and options to purchase 105,000 shares of common stock which will vest on November 18, 1999). Mrs. Israel disclaims beneficial ownership for shares owned by Mr. Israel. (ii) Mrs. Israel has the sole right to vote 61,903 shares of Common Stock. (iii) Mrs. Israel has not effected any transactions in the Securities reported on during the past 60 days. (iv) Mrs. Israel does not know of any person who has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock. (v) Not applicable. ------------------- Page 6 of 6 Pages ------------------- Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Mrs. Israel has executed an agreement by which she has agreed to vote her 61,903 shares of Common Stock in the same manner as Mr. Israel votes his shares of Common Stock. Except as otherwise noted, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between Mr. Israel and any other person or between Mrs. Israel and any other person with respect to any securities of the Company, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to Be Filed as Exhibits Exhibit A - Letter Agreement of Carla Israel* Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. September 29, 1999 /s/ Roy Israel ------------------ Roy Israel September 28, 1999 /s/ Carla Israel ------------------ Carla Israel - -------- * Incorporated by reference to the original filing by Mr. Israel on Form 13D, dated September 29, 1998. -----END PRIVACY-ENHANCED MESSAGE-----