-----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, Qj+EwtXK8SQos0/xuJ0PRWYq5BqsKFJ9jRJVEQC3ouV4KMCtYPcrX37Sg2bkNLNC f9FF9IQLq5uXbUONqlRXgg== 0000889812-96-001619.txt : 19961107 0000889812-96-001619.hdr.sgml : 19961107 ACCESSION NUMBER: 0000889812-96-001619 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961106 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL NURSING SERVICES INC CENTRAL INDEX KEY: 0000890784 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 841123311 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-46523 FILM NUMBER: 96655241 BUSINESS ADDRESS: STREET 1: 360 S GARFIELD ST STREET 2: STE 400 CITY: DENVER STATE: CO ZIP: 80209-3130 BUSINESS PHONE: 3033942900 MAIL ADDRESS: STREET 1: 360 S GARFIELD ST STREET 2: STE 400 CITY: DENVER STATE: CO ZIP: 80209-3130 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CONGREGATION AHAVAS TZEDDAKKAH CENTRAL INDEX KEY: 0001021092 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 3814A 15TH AVE CITY: BROOKLYN STATE: NY ZIP: 11218 BUSINESS PHONE: 7183543532 MAIL ADDRESS: STREET 1: 3814A 15TH AVE CITY: BROOKLYN STATE: NY ZIP: 11218 SC 13D 1 STATEMENT OF BENEFICIAL OWNERSHIP SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* INTERNATIONAL NURSING SERVICES, INC. (Name of Issuer) Common Stock, $.001 par value (Title of Class of Securities) 460093404 (CUSIP Number) Rabbi Nusyn Ehrlich 3814A 15th Avenue, Brooklyn, New York 11218 718-854-3532 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 13, 1996 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement of Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-I(b)(3) or (4), check the following box [ ] Check the following box if a fee is being paid with the statement. [X] (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7) NOTE: Six copies of this statement, including all exhibits should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. (Continued on following pages) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Schedule 13D CUSIP No. 460093404 13D 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Congregation Ahavas Tzedokkah Vachesed, Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER 7. SOLE VOTING POWER OF -0- SHARES BENEFICIALLY 8. SHARED VOTING POWER OWNED -0- BY EACH 9. SOLE DISPOSITIVE POWER REPORTING 440,000 PERSON WITH 10. SHARED DISPOSITIVE POWER -0- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 440,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.44% 14. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT Item 1. Security and Issuer This statement relates to Common Stock, $.001 par value per share (the "Common Stock"), of International Nursing Services, Inc. (the "Company"). The address of the principal executive office of the Company is 360 South Garfield Street, Suite 640, Denver, Colorado 80209. Item 2. Identity and Background (a) This statement is filed on behalf of Congregation Ahavas Tzedokkah Vachesed, Inc. (the "Congregation"). (b) The business address for the Congregation is 3814A 15th Avenue, Brooklyn, New York 11218. (c) The Congregation is a religious institution. (d) During the last five years, the Congregation has not been convicted in a criminal proceeding. (e) During the last five years, the Congregation has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction relating to the violation of any federal or state securities law. (f) The Congregation is organized under the laws of the State of New York. Item 3. Source and Amount of Funds or other Consideration All of the funds used in the acquisition of the securities came from internal funds. The Congregation purchased a total of 18 Units for $180,000. Item 4. Purpose of Transaction All securities listed under Item 5 below have been acquired for investment. The Congregation has no plans with respect to any of such securities which is referred to in Items 4(a)-4(j) of this Schedule 13D. Item 5. Interest in Securities of the Issuer. (a) and (b) The Congregation beneficially owns 440,000 shares of the Company's Common Stock, assuming that the Conversion Price (as defined below) as of the date of this filing is $1.25, representing 8.44% of the total outstanding. As set forth in subsection (c) hereof, this number may be subject to adjustment based on fluctuations in the market price of the Common Stock which may affect the Conversion Price. This assumes further that all Preferred Stock and Warrants (as hereinafter defined) are converted and exercised, as the case may be, and that the total number of outstanding shares of the Company's Common Stock is 4,770,456 prior to such conversion and exercise. The Congregation has the sole power to direct the disposition of such securities. (c) Pursuant to a private placement (the "Placement"), the Congregation purchased from the Company 1 unit on July 18, 1996 and 17 units on September 13, 1996 (collectively, the "Units"). Each Unit consists of one share of 1996 Convertible Preferred Stock ("Preferred Stock") having a conversion value of $10,000 and warrants ("Warrants") to purchase 8,000 shares of Common Stock at $2.50 per share for a period of three years. The expiration date of the Warrants will be extended by one day for each day after February 1, 1997 on which a registration statement (the "Registration Statement") with respect to the Common Stock underlying the Preferred Stock and the Warrants which the Company has undertaken to file is not in effect. For a period of three years, the Preferred Stock will at the option of the holder be convertible into shares of Common Stock at the lesser of $1.25 per share or 75% of the average closing sales price of the Common Stock as quoted on the Nasdaq during the last five trading days prior to conversion (the "Conversion Price"). In addition, the Congregation was granted an option (the "Option") to purchase up to an additional number of Units equal to the number of Units purchased in the Placement at $10,000 per Unit. The expiration date of the Option is December 31, 1997, or, if earlier, the 30th day of the effectiveness of the Registration Statement. On October 14, 1996, the Congregation converted seventeen shares of Preferred Stock (including accrued dividends) into 137,467 shares of Common Stock at $1.25 per share. On October 14, 1996, the Congregation sold 110,000 shares at $2.125 per share. On October 16, 1996, the Congregation sold 27,467 shares at $1.9375 per share. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer None. Item 7. Material to be Filed as Exhibits None. SIGNATURES After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: November 6, 1996 Congregation Ahavas Tzedokkah Vachesed, Inc. By: /s/ Nusyn Ehrlich Rabbi Nusyn Ehrlich, Secretary -----END PRIVACY-ENHANCED MESSAGE-----