8-K, 2000-10-10
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                            WASHINGTON, D.C. 20549

                                   FORM 8-K

                                CURRENT REPORT

           Pursuant to Section 13 or 15(d) of The Securities Exchange
                                  Act of 1934.

                                 October 6, 2000
                                 Date of Report
                        (Date of earliest event reported)

                                NIGHTINGALE, INC.
             (Exact name of Registrant as specified in its charter)

           Utah                   33-23429-D                   87-044988-8
          ------              -------------------           ----------------
         State of             Commission File No.             IRS Employer
       Incorporation                                       Identification No.

                              2232 Eastwood Blvd.
                               Ogden, Utah 84403
                   (Address of principal executive offices)

                                (801) 479-0742
                        (Registrant's telephone number)



Item 5.  Other Events


      Nightingale,  Inc. (the 'Company") was formed for the purpose of investing
in any and all types of assets,  properties  and  businesses.  On September  28,
1988, the United States Securities and Exchange Commission granted effectiveness
to a Registration Statement on Form S-18, filed by the Company. The Registration
Statement was for an offering of 2,000,000 Units of Common Stock and Warrants at
$.10 per Unit.  Each Unit consisted of one share of Common Stock,  one Class "A"
Common Stock Purchase  Warrant and one Class "B" Common Stock Purchase  Warrant.
The offering was a "blind pool" or "blank check" offering.

      The offering was closed on October 6, 1989.  All  2,000,000  Units offered
were  subscribed  for and a total of $200,000 was  deposited  into the Company's
Escrow  Account.  The offering was  registered for sale in the State of Utah and
therefore,  the Company  was and is  required  to comply  with Rule  164-11-1 as
promulgated  by the Utah  Securities  Division.  Rule  164-11-1 is applicable to
blank check  offerings.  The  Company's  offering was not subject to Rule 419 as
promulgated under the Securities Act of 1933, as amended, (the SEC's blank check
rule)  because  the  Company's  offering  registration  statement  was filed and
declared  effective  prior to the time Rule 419 was adopted.  Utah Rule 164-11-1
prohibits  the  issuance  of shares,  the  secondary  trading  of the  Company's
securities  and the  expenditure  of more than 20  percent  of the net  offering
proceeds  without first giving  subscribers a rescission  offering in connection
with an acquisition.

      Since the close of its offering, the Company has been attempting to locate
potential  business  acquisitions   ("Potential  Business   Acquisitions")  from
investors,  promoters,  finders,  entrepreneurs or others. A Potential  Business
Acquisition  may be a  concept  which  has not yet  been  placed  in  commercial
operation,  which has recently commenced operations and is in need of additional
funds for expansion  into new products or markets,  or an  established  business
which may be experiencing  financial or operating difficulties and is in need of
the limited  additional  capital the Company could  provide.  The Company is not
currently a party to any binding agreement to acquire or merge with any company.
The Company's management is continuing to seek suitable acquisition  candidates.
However,  there  can be no  assurance  that an  acquisition  or  merger  will be

Rule 164-11-1 As Promulgated by the Utah Securities Division

      As stated above,  the Company's offer was not subject to SEC Rule inasmuch
as Rule 419 had not been adopted at the time the Company registration  statement
was declared  effective.  The offering was  registered  for sale in the State of
Utah.  Therefore,  the offering and the Company were subject to Rule 164-11-1 as
promulgated  by the Utah  Securities  Division.  Rule  164-11-1 is applicable to
offerings in which eighty percent (80%) or more of the net offering proceeds are
not  specifically  allocated.  Following the close of offerings  subject to Rule
164-11-1,  a company  subject to the Rule is  required  to maintain a minimum of
eighty  percent  (80%) of the net offering  proceeds in an escrow  account until
such time as it can specifically allocate the use of proceeds.



      At the  time  that  the  additional  documentation  concerning  the use of
proceeds is filed with the  Securities  Division,  Rule  164-11-1  requires that
investors  in the  offering  be given no less than twenty (20) days to ratify or
rescind his or her investment.

      Rule 164-11-1 also prohibits the issuance of  securities,  the delivery of
stock  certificates  or the secondary  trading of the Company's  stock until the
offering proceeds have been released to the Company subsequent to the rescission

      The  Company  received a total of  $200,000  from the sale of Units of its
securities in its public offering. Nightingale deposited 80% of the net offering
proceeds,  or $140,000,  in an escrow account pending  compliance with Utah Rule
164-11-1.  As of June 30,  2000 (the date of the last 10-QSB of  Nightingale,  a
total of $239,476 was held in the Rule 164-11-1 Escrow Account.

Financial Position of Nightingale

      The Company  Nightingale  has cash in its escrow account of  approximately
$239,476. It has essentially no other cash or other assets. In order to fund its
audits,  financial  statement  reviews,  legal fees and other costs and expenses
related to its  operations,  The Company has been  required to obtain loans from
its management in the current  amount of  approximately  $235,746.  In order for
Nightingale to continue paying professional fees and paying the costs related to
seeking and reviewing potential  acquisitions,  it must continue to obtain loans
from management and others. There can be no assurance that additional loans will
be  available.  The  requirement  for  continued  loans has worked a hardship on

Practical Difficulties with Rule 164-11-1

      The  rescission  process  is seen by  potential  acquisition  targets as a
serious  impediment to completing an acquisition  transaction  with the Company.
Rule 164-11-1 is viewed as:

o    significantly increasing the time required to complete an acquisition;

o    significantly  increasing  the legal fees and other costs of  completing an
     acquisition; and

o    adding great uncertainty to the acquisition process.

      The Company has had numerous  discussions  with legitimate and substantive
acquisition  targets  during  the  last 10  years.  On each  occasion,  once the
principals  and counsel for the target  company  have become  fully aware of the
time  commitments  and costs of complying with Rule 164- 11-1, they have elected
to terminate further discussions.

      The public investors of the Company are not  shareholders  they are merely
subscribers.   They  have  no  statutory  rights  to  vote  at  any  meeting  of
shareholders including meetings held solely to elect



directors.  The public  investors  have had their funds tied up for 10 years and
have had no ability to liquidate their  investment  including a post acquisition
liquidation in a market transaction.

      The  Company  received a total of  $200,000  from the sale of Units of its
securities in its public offering. The Company deposited 80% of the net offering
proceeds,  or $140,000,  in an escrow account pending  compliance with Utah Rule
164-11-1.  As of December  31,  1999,  a total of $222,322  was held in the Rule
164-11-1 Escrow Account.

Request for waiver from the Utah Securities Division

      On July 31,  2000,  counsel  for the  Company  sent a  letter  to the Utah
Securities Division requesting a waiver of Rule 164-11-1 so far as it relates to
the Company. In lieu of complying with Rule 164-11-1, the Company suggested that
it take the following action:

o    The Company would  immediately  file a Form 8-K with the SEC describing the
     course of action set forth below.

o    The Company  would as soon as possible  offer a  rescission  to each of its
     public  investors.  Inasmuch  as there are only 41  investors,  a number of
     which are  accredited  investors,  the  rescission  offer  would be made in
     compliance with SEC Rule 506 or Section 4(2) of the Securities Act of 1933,
     as amended,  as a non-public  offering.  There are sufficient  funds in the
     Rule 164-11-1  escrow account to provide a full rescission of the principal
     amount  invested by the public  investors.  A Private  Rescission  Offering
     Memorandum  would be  distributed  to each public  investor  describing the

o    Any investor  electing to rescind  would be  immediately  repaid his or her
     investment and would thereafter have no interest in the Company.

o    Any investor  electing not to rescind would be issued shares of the Company
     common stock and would have no subsequent rights to rescind.

o    After the  rescission is completed,  all funds held in the escrow  account,
     after the payment of funds to  rescinding  investors,  will be delivered to
     the Company for its use for general corporate purposes.

o    At such time as the Company  locates an  acquisition  transaction,  it will
     prepare and distribute to its stockholders a proxy statement describing the
     acquisition  transaction.  Although  the  Company is not subject to the SEC
     Proxy Rules, it would substantially utilize the disclosure  requirements of
     the Proxy Rules in connection with such proxy statement



o    Regardless  of the  structure  of the  acquisition,  each of the  Company's
     stockholders  would be granted dissenting  stockholder  appraisal rights as
     provided  for in the  Utah  Revised  Business  Corporations  Act,  provided
     however, the amount to be paid to dissenting shareholders would not be less
     than the amount  invested  by such  dissenting  shareholders.  Accordingly,
     public  investors  would  have two  opportunities  to  receive  back  their

o    Management  of the  Company  would  vote  their  shares  for or  against an
     acquisition proposal in the same ratio as non-management  shares are voted.
     This would allow the public  shareholders to determine whether a particular
     acquisition is affected.

o    Prior to the completion of an acquisition, no public market for the Company
     common stock would be  developed  through the efforts of the Company or its

o    The Company would,  prior to the completion of an acquisition,  continue to
     file  reports  with the SEC  pursuant  to Section  15(d) of the  Securities
     Exchange Act, as amended.

Waiver of Rule 164-11-1

      On  September  13,  2000,  the  Utah  Securities  Division's  Director  of
Registration, Joel Nelson, sent a letter to the Company's counsel which notified
the Company that the Utah Securities  Division would waive  compliance with Rule
164-11-1  "provided  that you take the  proposed  action for the  protection  of
investors as stated in you letter dated July 31, 2000."

      The Company will proceed with action described above.


      Pursuant to the requirements of the Securities Act of 1934, the Registrant
has duly  caused  this  report  to be signed  on its  behalf by the  undersigned
thereunto duly authorized.

October 5, 2000

                                    NIGHTINGALE, INC.

                                    By:/s/ William Grilz
                                    William Grilz, President


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