U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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. 7 )
clickNsettle.com, Inc. (formerly NAM Corporation)
(Name of Issuer)
Common Stock, $.001 Par Value
(Title of Class of Securities)
18682E-205
(CUSIP Number)
Robert S. Matlin, Esq.
Thelen Reid & Priest LLP
875 Third Avenue
New York, New York 10022-6225
(212) 603-2215
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
January 13, 2005
(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 5 Pages)
SCHEDULE 13D
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CUSIP No. 18682E-205 Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
Roy Israel
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON 106-42-0287
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |X|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
2,801,982 shares (see Item 5)
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 2,801,982 shares (see Item 5)
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,074,582 shares (see Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X|
(see Item 5)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.82%
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14 TYPE OF REPORTING PERSON*
IN
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*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.
SCHEDULE 13D
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CUSIP No. 18682E-205 Page 3 of 5 Pages
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1 NAME OF REPORTING PERSON
Carla Israel
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON 129-56-8116
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |X|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
123,806 shares (see Item 5)
-----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 123,806 shares (see Item 5)
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
274,806 shares (see Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.99%
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14 TYPE OF REPORTING PERSON*
IN
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*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.
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Page 4 of 5 Pages
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Explanatory Note
The purpose of this amendment is to update certain information contained
in Items 3 and 5. On August 20, 2001, the Company effectuated a 1-for-3 reverse
stock split of its common stock. On December 22, 2003, the Company effectuated a
6-for-1 forward stock split of its common stock. All references to number of
shares and prices per share in this document have been restated accordingly.
Item 3. Source and Amount of Funds or Other Consideration
On January 11, 2005, Mr. Israel sold 14,490 shares at a price of $0.08 per
share. On January 12, 2005, Mr. Israel sold 5,000 shares at a price of $0.08 per
share, 10,000 shares at a price of $0.07 per share and 55,000 shares at a price
of $0.06 per share. On January 12, 2005, Mr. Israel exercised 600,000 options at
the stated option price of $0.4166 per share. All purchases were made from Mr.
Israel's personal funds.
On January 13, 2005, the Company sold its dispute resolution business, its
sole operating business, to a company affiliated with Mr. Israel. As part of
this transaction, the Company no longer had any employees as such personnel
became employed by the buyer. As a result, as of January 13, 2005, in accordance
with the Company's Amended and Restated 1996 Stock Option Plan (the "Plan"), all
options granted to employees pursuant to the Plan vested as of that date. All
employee options will terminate on April 13, 2005. Accordingly, options to
purchase 830,000 shares of common stock of the Company vested for Mr. Israel
with exercise prices ranging from $0.046 to $0.154. Also, options to purchase
40,000 shares of common stock of the Company vested for Mrs. Israel with an
exercise price of $0.14.
Item 5. Interest in Securities of the Issuer
A. (i) Mr. Israel has beneficial ownership of 5,074,582 shares of
Common Stock, or 44.82% of the outstanding Common Stock. 2,801,982 shares are
owned directly by Mr. Israel. Mr. Israel owns options to purchase 2,272,600
shares of Common Stock that are currently exercisable. In addition, Mr. Israel
is an indirect beneficial owner of 274,806 shares owned by Mrs. Israel. If the
shares which Mr. Israel indirectly owns are included, Mr. Israel has beneficial
ownership of 5,349,388 shares or 46.63% of the outstanding. Mr. Israel disclaims
beneficial ownership for the shares owned by Mrs. Israel.
(ii) Mr. Israel has the sole right to vote 5,074,582 shares of
Common Stock.
(iii) Mr. Israel has not effected any transactions in the securities
reported on during the past 60 days except as noted above.
(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 274,806 shares of Common
Stock or 2.99% of the outstanding Common Stock. 123,806 shares of Common Stock
are owned directly by Mrs. Israel. Mrs. Israel owns options to purchase 151,000
shares of Common Stock that are currently exercisable. In addition, Mrs. Israel
is an indirect beneficial owner of 5,074,582 shares of Common Stock owned by Mr.
Israel. Mrs. Israel disclaims beneficial ownership for shares owned by Mr.
Israel.
(ii) Mrs. Israel has the sole right to vote 123,806 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.
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Page 5 of 5 Pages
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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.
January 17, 2005
/s/ ROY ISRAEL
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Roy Israel
January 17, 2005
/s/ Carla Israel
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Carla Israel