-----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, PgEy49ZI8XqXAly0IOKV6eErAjagAdAdSoQh3yto9E6K3fgnRfCN/Vnyr5m/Ei2L hnZtpKGMcnn1oEZfm4U8MA== 0001125282-01-502686.txt : 20020411 0001125282-01-502686.hdr.sgml : 20020411 ACCESSION NUMBER: 0001125282-01-502686 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20011115 EFFECTIVENESS DATE: 20011115 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLICKNSETTLE COM INC CENTRAL INDEX KEY: 0000925741 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 232753988 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-73402 FILM NUMBER: 1792632 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 FORMER COMPANY: FORMER CONFORMED NAME: NAM CORP DATE OF NAME CHANGE: 19960802 S-8 1 b314824_s8.txt REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on November 15, 2001 Registration No. 333-________ U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 clickNsettle.com, Inc. (formerly NAM Corporation) (Exact Name of Registrant as Specified in Its Charter) 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) clickNsettle.com, Inc. AMENDED AND RESTATED 1996 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN (Full Title of the Plan) Patricia Giuliani-Rheaume Chief Financial Officer clickNsettle.com, Inc. 1010 Northern Boulevard, Suite 336, Great Neck, New York 11021 (Name and Address of Agent For Service) (516) 829-4343 (Telephone Number, Including Area Code, of Agent For Service) Please send copies of all communications to: Robert S. Matlin, Esq. Akin, Gump, Strauss, Hauer & Feld, L.L.P. 590 Madison Avenue, New York, New York 10022 (212) 872-8090
CALCULATION OF REGISTRATION FEE ========================= ======================= ======================= ======================= ======================= 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, $.001 par value 333,333 shares $0.80 $266,666 $67 ========================= ======================= ======================= ======================= =======================
(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 9, 2001. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT The Contents of the Registration Statements on Forms S-8 (File No. 333-66893 and 333-90285), filed with the Commission on November 6, 1998 and November 4, 1999, respectively, 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 Quarterly Report on Form 10-QSB for the quarter ended September 30, 2001; (b) the Company's Annual Report on Form 10-KSB for the fiscal year ended June 30, 2001; (c) the Company's Proxy Statement, filed October 25, 2001, relating to the Annual Meeting of Shareholders to be held on December 14, 2001; (d) the Company's Registration Statement on Form 8-A/A, filed on October 26, 1996; and (e) 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 Item 6. Indemnification of Directors and Officers. The Company's Certificate of Incorporation provides that the personal liability of the directors of the Company shall be limited to the fullest extent permitted by the provisions of Section 102 (b) (7) of the General Corporation Law of the State of Delaware (the "DGCL"). Section 102 (b) (7) of the DGCL generally provides that no director shall be liable personally to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that the Certificate of Incorporation does not eliminate the liability of a director for (i) any breach of the director's duty of loyalty to the Company or its stockholders; (ii) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (iii) acts or omissions in respect of certain unlawful dividend payments or stock redemptions or repurchases; or (iv) any transaction from which such director derives improper personal benefit. The effect of this provision is to eliminate the rights of the Company and its stockholders (through stockholders' derivative suits on behalf of the Company) to recover monetary damages against a director for breach of her or his fiduciary duty of care as a director (including breaches resulting from negligent or grossly negligent behavior) except in the situations described in clauses (i) through (iv) above. The limitations summarized above, however, do not affect the ability of the Company or its stockholders to seek non-monetary remedies, such as an injunction or rescission against a director for breach of her or his fiduciary duty. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that in the opinion of the Commission (the "Commission"), such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In addition, the officers and directors have entered into indemnification agreements with the Company which provide that the Company shall, to the fullest extent permitted by Section 145 of the DGCL, indemnify all persons whom it may indemnify pursuant to Section 145 of the DGCL. Section 145 of the DGCL permits a company to indemnify an officer or director who was or is a party or is threatened to be made a party to any proceeding because of his or her position, if the officer or director acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The Company maintains a directors' and officers' liability insurance policy covering certain liabilities that may be incurred by directors and officers in connection with the performance of their duties. The entire premium for such insurance is paid by the Company. 3 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 Akin, Gump, Strauss, Hauer & Feld, L.L.P. regarding the legality of shares of Common Stock being registered. 23.1 Consent of Grant Thornton LLP. 23.2 Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in Exhibit 5.1). 4 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 14, 2001. clickNsettle.com, Inc. 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 Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ Roy Israel Chairman of the Board, November 14, 2001 - ------------------------------------ President and Chief Executive Roy Israel Officer (Principal Executive Officer) /s/ Patricia Giuliani-Rheaume Vice President, Treasurer November 14, 2001 - ------------------------------------ and Chief Financial Officer Patricia Giuliani-Rheaume (Principal Financial and Accounting Officer) * Director November 14, 2001 - ------------------------------------ Anthony J. Mercorella *By: /s/ Roy Israel November 14, 2001 - ------------------------------------ Attorney-in-Fact
5 EX-4.1 3 b314824_ex4-1.txt AMENDED AND RESTATED STOCK OPTION PLAN clickNsettle.com, Inc. 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 clickNsettle.com, Inc. 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. -1- (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 833 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. (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 one million (1,000,000) 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. -2- 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. 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. -3- 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 SmallCap 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. (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. -4- 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 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. -5- 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. (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. -6- 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. 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. -7- (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. -8- EX-5.1 4 b314824_ex5-1.txt OPINION OF AKIN, GUMP, STRAUSS, HAUER & FELD Exhibit 5.1 AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. ATTORNEYS AT LAW A REGISTERED LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS AUSTIN BRUSSELS 590 MADISON AVENUE DALLAS 20TH FLOOR HOUSTON NEW YORK, NY 10022 LONDON (212) 872-1000 LOS ANGELES FAX (212) 872-1002 MOSCOW NEW YORK PHILADELPHIA November 15, 2001 SAN ANTONIO WASHINGTON, D.C. clickNsettle.com, Inc. 1010 Northern Boulevard Suite 336 Great Neck, New York 11021 Re: clickNsettle.com, Inc. Registration Statement on Form S-8 Ladies and Gentlemen: We have acted as counsel to clickNsettle.com, Inc., a Delaware corporation (the "Company"), in connection with the registration, pursuant to a registration statement on Form S-8 (the "Registration Statement"), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), of the offering and sale by the Company of up to 333,333 shares (the "Company Shares") of the Company's common stock, par value $0.001 per share ("Common Stock"), which may be issued upon exercise of stock options pursuant to the Company's Amended and Restated 1996 Incentive and Nonqualified Stock Option Plan (the "Plan"). The Company Shares are in addition to 666,667 shares of Common Stock which were previously registered on Forms S-8 dated November 6, 1998 and November 4, 1999. We have examined originals or certified copies of such corporate records of the Company and other certificates and documents of officials of the Company, public officials and others as we have deemed appropriate for purposes of this letter. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all copies submitted to us as conformed and certified or reproduced copies. Based upon the foregoing and subject to the assumptions, exceptions, qualifications and limitations set forth hereinafter, we are of the opinion that if, as and when the Company Shares are issued and sold (and the consideration therefor received) pursuant to the provisions of the option agreements duly authorized under the Plan in accordance with the Registration Statement, the Company Shares will be validly issued, fully paid and non-assessable. The opinions and other matters in this letter are qualified in their entirety and subject to the following: A. We express no opinion as to the laws of any jurisdiction other than any published constitutions, treaties, laws, rules or regulations or judicial or administrative decisions ("Laws") of the Laws of the General Corporation Law of the state of Delaware. B. This law firm is a registered limited liability partnership organized under the laws of the State of Texas. C. This opinion is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated. We assume herein no obligation, and hereby disclaim any obligation, to make any inquiry after the date hereof or to advise you of any future changes in the foregoing or of any fact or circumstances that may hereafter come to our attention. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act and the rules and regulations thereunder. Very truly yours, /s/ Akin, Gump, Strauss, Hauer & Feld, L.L.P. AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. 2 EX-23.1 5 b314824_ex23-1.txt CONSENT OF GRANT THORNTON LLP EXHIBIT 23.1 CONSENT OF GRANT THORNTON LLP Exhibit 23.1 Consent of Independent Certified Public Accountants We have issued our report dated August 23, 2001 accompanying the consolidated financial statements of clickNsettle.com, Inc. and Subsidiaries appearing in the Annual Report on Form 10-KSB for the year ended June 30, 2001 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. /s/ Grant Thornton LLP GRANT THORNTON LLP Melville, New York November 12, 2001 EX-23.2 6 b314824_ex23-2.txt CONSENT OF AKIN, GUMP, STRAUSS, HAUER & FELD EXHIBIT 23.2 CONSENT OF AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. (Contained in EXHIBIT 5.1) -----END PRIVACY-ENHANCED MESSAGE-----