UNITED STATES
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
(Title of Class of Securities)
460093404
(CUSIP Number)
Theodore Altman, Esq.
Gordon Altman Butowsky Weitzen Shalov & Wein
114 West 47th Street, 20th Floor
New York, New York 10036
(212) 626-0812
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 18, 1996
(Date of Event which Requires Filing of this Statement)
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).
*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).
Page 1 of 4 Pages
List of Exhibits is on Page 4
<PAGE>
SCHEDULE 13D
CUSIP No. 460093404 Page of Pages
1 NAME OF REPORTING PERSON
Millenco L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
640,000
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
640,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
640,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.18%
14 TYPE OF REPORTING PERSON*
BD
<PAGE>
SCHEDULE 13D
Item 1. Security and Issuer
This Schedule 13D relates to the common stock, par value
$.001 per share ("Shares"), of International Nursing Services, Inc., a
Delaware corporation (the "Issuer" or "NURS"). The address of the
principal executive offices of the Issuer is 360 South Garfield Street,
Suite 640, Denver, Colorado 80209.
Item 2. Identity and Background
The person filing this statement is Millenco Limited
Partnership ("Millenco"), a Delaware limited partnership. Millennium
Management, LLC ("Millennium") is the general partner of Millenco. Israel
Englander is the sole managing member of Millennium, and he is a citizen of
the United States of America. The principal business address of Millenco is
111 Broadway, New York, New York, 10006.
Millenco is primarily engaged in the business of being a
securities broker-dealer.
Neither Millenco, Millennium Management, nor Israel
Englander have, during the last five years, (a) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors),
or (b) been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding 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 a finding of any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The aggregate purchase price for securities which, upon
conversion and exercise become Shares, as described herein in Item 5, was
$200,000. The source of funding for the purchase of the Shares was
Millenco's general working capital.
Item 4. Purpose of Transaction
The securities were acquired for investment purposes. There
are no plans or proposals with regard to any of the matters referred to in
Items 4(a)-4(j) of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) and (b) Based on the number of Shares outstanding as
shown in the Issuer's 10-QSB for the quarter ending June 30, 1996, Millenco
may be deemed to own beneficially 640,000 shares representing approximately
12.18% of the Issuer's outstanding Shares, assuming that the Conversion
Price (as defined below) is $1.25. As set forth in subsection (c) hereof,
this number may be subject to adjustment based on fluctuations in the
market price of the Shares which may affect the Conversion Price. Millenco
has the sole power to vote and direct the disposition of such securities.
<PAGE>
(c) Pursuant to a private placement (the "Placement"), on
July 18, 1996, Millenco purchased from the Issuer 20 units ("Units") at
$10,000 per unit. 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 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
Shares underlying the Preferred Stock and the Warrants which the Issuer 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 at the lesser of $1.25 and 75% of the average closing sales price of
the Shares as quoted on the Nasdaq during the last five trading days prior
to conversion (the "Conversion Price"). In addition, Millenco was granted
an option (the "Option") to purchase 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 the earlier of December 31, 1997 or the
30th day after the effectiveness of the Registration Statement.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
The Placement, Exhibit 1.
Item 7. Material to be Filed as Exhibits
The Placement, Exhibit 1.
<PAGE>
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.
Dated August 19, 1996
Millenco, LP
______________________
Israel Englander
Managing Member of Millennium Management, L.L.C., General Partner
EXHIBIT 1
July 18, 1996
International Nursing Services, Inc.
360 South Garfield Street, Suite 640
Denver, Colorado 80209
Gentlemen:
1. At a closing to occur at the offices of your company
(the "Company") simultaneously herewith, the undersigned
("Subscriber") will for $10,000 per Unit (as defined below)
purchase from you, and you will sell, the number of Units set
forth opposite Subscriber's name below. Such purchase by
Subscriber is part of an offering in which an aggregate of 189
Units will be sold simultaneously with such sale to Subscriber.
Each Unit consists of one share of the Company's 1996 Convertible
Preferred Stock with a conversion value of $10,000 (the
"Preferred") and 8,000 warrants to purchase a share of common
stock of the Company at $2.50 per share (each, a "Warrant" and,
collectively, the "Warrants"). The purchase price for these Units
is being paid to the Company, in cash, concurrently herewith.
2. (a) The Certificate of Designation for the Preferred
shall be in the form of Exhibit A. The Preferred and any accrued
but unpaid dividends thereon shall, at the option of the holder
and subject to the provisions of Section (b), be convertible at
any time prior to the third anniversary of the date of issue into
common stock of the Company ("Common Stock") at the lesser of
$1.25 per share or 75% of the average closing sales price of the
common stock on NASDAQ (or such other securities exchange where
the common stock may then be listed) during the last five trading
days prior to conversion. Dividends shall accrue on the Preferred
Stock from the date of issuance at 10% per annum, provided that
such rate shall be increased to 18% per annum during the period
(if any) after the 180th day after the date of this Agreement and
prior to the effectiveness of the Registration Statement (as
defined below). Dividends shall be payable on the last day of
each calendar quarter in cash. At the option of the Subscriber
and in addition to Subscriber's other remedies, the Company shall
redeem the Preferred at conversion value, together with accrued
dividends, on the second anniversary of the date of this
Agreement if the Company's common stock is not then trading on a
national securities exchange (including the NASDAQ National
Market System or the NASDAQ Small Cap Market or the New York
Stock Exchange or the American Stock Exchange, but excluding the
NASDAQ Bulletin Board or other NASDAQ or other listings) or if
the Registration Statement (as defined below) has not theretofore
been declared effective. The Preferred shall also be entitled to
priority over the common stock in liquidation.
<PAGE>
(b) The Preferred shall be convertible at less than
$0.875 only to the extent that authorized but unissued shares of
Common Stock are available for such conversion taking into
account unissued shares reserved for issuance pursuant to
outstanding warrants, options, or other convertible securities,
if any. The Company shall at its annual meeting initially called
for August 1996, which meeting shall in fact be held in September
1996, seek approval of an amendment of the Certificate of
Incorporation of the Company to authorize 10,000,000 additional
shares of Common Stock, the directors of the Company shall
recommend to the stockholders that they vote in favor of such
amendment and such increased number of authorized shares shall be
reserved for issuance on conversion of the Preferred and exercise
of the Warrants. If at any time or times thereafter there are
nevertheless not a sufficient number of authorized but unissued
shares of Common Stock available for the then conversion of the
Preferred and exercise of the Warrants, the Company shall
forthwith call a special stockholders' meeting to approve the
amendment of the Certificate of Incorporation of the Company to
authorize such additional shares of Common Stock as shall be
required for such conversion and exercise, the directors of the
Company shall recommend to the stockholders that they vote in
favor of such amendment and such increased number of authorized
shares shall be reserved for issuance on conversion of the
Preferred and exercise of the Warrants. By separate agreement,
John Yeros has agreed to vote his shares in favor of each such
amendment. The period during which the Preferred shall be
convertible and during which the Registration Statement is
required to be effective shall each be extended by one day for
each day on which the Preferred shall not be convertible by
reason of the operation of this Section (b) and by an additional
day for each day after February 1, 1997 that the Registration
Statement shall not be effective.
(c) The Warrants shall be in the form of Exhibit B.
3. Subscriber is hereby granted the option (the "Option"),
exercisable by notice to the Company given at any time or times
before the expiration date set forth below, to purchase from the
Company a number of additional Units ("Option Units") equal in
the aggregate to not more than the number of Units for which
Subscriber subscribes in this Agreement. The purchase price for
each Option Unit shall be $10,000, and shall accompany
Subscriber's notice of exercise. The expiration date of the
Option shall be December 31, 1997 or, if later, the 30th day of
the effectiveness of the Registration Statement. Each Option
Unit shall in all respects be identical to the non-Escrow Units
subscribed for herein, provided that the date of issuance of the
Option Units shall be the date on which the Option was exercised
with respect thereto.
<PAGE>
(a) The Company will on or before the 120th day after the
date of this Agreement file a registration statement on Form S-3
or, if Form S-3 is not then available, on such other SEC form as
the Company may select (the "Registration Statement") for the
public sale by the holders of the shares of common stock of the
Company which are issuable on conversion of the Preferred or upon
exercise of the Warrants (including any shares which were
theretofore issued or which may thereafter be issued on
conversion of Preferred or exercise of Warrants which were
theretofore issued upon exercise of the Option or which may
thereafter be issued should Subscriber thereafter exercise the
Option). The Company shall use its best efforts to cause the
Registration Statement to become effective not later than 90 days
after the date of filing, and to remain effective for three
years. The registration shall be accompanied by blue sky
clearances in such states as the holders may reasonably request.
The Company shall pay all expenses of the registration hereunder,
other than the holders' underwriting discounts. Registration
rights may be assigned to assignees of the Preferred, the
Warrants or the underlying stock.
4. (a) Subscriber represents and warrants that it is
purchasing the Units, and will purchase any Option Units, solely
for investment solely for its own account and not with a view to
or for the resale or distribution thereof. Subscriber
acknowledges receipt of a description attached hereto as Exhibit
C of certain risk factors concerning the Company and the Units,
and copies of the following information filed with the United
States Securities and Exchange Commission: (i) Annual Report on
Form 10-KSB for the fiscal year of the Company ended December 31,
1995, (ii) Quarterly Report on Form 10-QSB for the quarterly
period ended March 31, 1996, and (iii) Special Reports on Form
8-K dated December 28, 1995, January 10, 1996, January 15, 1996,
April 15, 1996 and April 19, 1996.
(b) Subscriber understands that it may sell or
otherwise transfer the Units, the Preferred, the Warrants or the
shares of Common Stock issuable on conversion or exercise of the
Preferred or the Warrants only if such transaction is duly
registered under the Securities Act of 1933, as amended, under
the Registration Statement or otherwise, and is duly registered
or qualified under any applicable state securities laws, or if
Subscriber shall have received the favorable opinion of counsel
to the holder, which counsel and opinion shall be reasonably
satisfactory to counsel to the Company, to the effect that such
sale or other transfer may be made in the absence of registration
under the Securities Act of 1933, as amended, and in the absence
of registration or qualification under applicable state
securities laws. The certificates representing the aforesaid
securities will be legended to reflect these restrictions, and
stop transfer instructions will apply. Subscriber realizes that
the Units are not a liquid investment.
5. (a) Subscriber has not relied upon the advice of a
"Purchaser Representative" (as defined in Regulation D of the
Securities Act) in evaluating the risks and merits of this
investment. Subscriber has the knowledge and experience to
evaluate the Company and the risks and merits relating thereto.
<PAGE>
(b) Subscriber represents and warrants that Subscriber
is an "accredited investor" as such term is defined in Rule 501
of Regulation D promulgated pursuant to the Securities Act of
1933, as amended, and shall be such on the date any shares are
issued to the holder; Subscriber acknowledges that Subscriber is
able to bear the economic risk of losing Subscriber's entire
investment in the shares and understands that an investment in
the Company involves substantial risks; Subscriber has the power
and authority to enter into this agreement, and the execution and
delivery of, and performance under this agreement shall not
conflict with any rule, regulation, judgment or agreement
applicable to the Subscriber; and Subscriber has invested in
previous transactions involving restricted securities.
6. This Agreement may not be changed or terminated except
by written agreement. It shall be binding on the parties and on
their personal representatives and permitted assigns. It sets
forth all agreements of the parties. It shall be enforceable by
decrees of specific performance (without posting bond or other
security) as well as by other available remedies.
Subscriber: INTERNATIONAL NURSING
SERVICES, INC.
Millenco L.P. /s/John Yeros
By:____________________
Title: President
Number of Units: 20 Units
<PAGE>
Exhibit B
Neither this Warrant nor the shares of Common Stock issuable on
exercise of this Warrant have been registered under the
Securities Act of 1933. None of such securities may be
transferred in the absence of registration under such Act and
registration or qualification under applicable state securities
laws or an opinion of counsel to the effect that such
registrations or qualifications are not required.
INTERNATIONAL NURSING SERVICES, INC.
WARRANT
DATED: July 18, 1996
Number of Shares 160,000 /s/JY
Holder: Millenco L.P.
Address: 111 Broadway
NY NY
________________________
THIS CERTIFIES THAT the holder of this Warrant ("Holder") is
entitled to purchase from INTERNATIONAL NURSING SERVICES, INC.,
a Colorado corporation (hereinafter called the "Company"), at
$2.50 per share the number of shares of the Company's common
stock set forth above ("Common Stock"). This Warrant shall expire
on the third anniversary of the date of the date of issuance of
this Warrant, but such expiration shall be extended by one day
for each day after February 1, 1997 on which the registration
statement referred to in an agreement of even date herewith is
not in effect with respect to the shares purchasable under the
Warrant.
1. This Warrant and the Common Stock issuable on exercise
of this Warrant (the "Underlying Shares") may be transferred,
sold, assigned or hypothecated, only if registered by the Company
under the Securities Act of 1933 (the "Act") and registered or
qualified under any applicable state securities laws, or if the
Company has received from counsel to the Holder who is reasonably
satisfactory to the Company a written opinion which is reasonably
satisfactory to the Company to the effect that registration of
the Warrant or the Underlying Shares is not necessary in
connection with such transfer, sale, assignment or hypothecation.
The Warrant and the Underlying Shares shall be appropriately
legended to reflect this restriction and stop transfer
instructions shall apply.
2. The Holder is entitled to certain registration rights
under an agreement of even date herewith.
<PAGE>
3. (a) Any permitted assignment of this Warrant shall be
effected by the Holder by (i) executing the form of assignment at
the end hereof, (ii) surrendering the Warrant for cancellation at
the office of the Company, accompanied by the opinion of counsel
to the Holder referred to above; and (ii) unless in connection
with an effective registration statement which covers the sale of
this Warrant and or the shares underlying the Warrant, delivery
to the Company of a statement by the transferee (in a form
acceptable to the Company and its counsel) that such Warrant is
being acquired by the transferee for investment and not with a
view to its distribution or resale; whereupon the Company shall
issue, in the name or names specified by the Holder (including
the Holder) new Warrants representing in the aggregate rights to
purchase the same number of Shares as are purchasable under the
Warrant surrendered. Such Warrants shall be exercisable
immediately upon any such assignment of the number of Warrants
assigned. The transferor will pay all relevant transfer taxes.
Replacement warrants shall bear the same legend as is borne by
this Warrant.
4. The term "Holder" should be deemed to include any
permitted record transferee of this Warrant.
5. The Company covenants and agrees that all shares of
Common Stock which may be issued upon exercise hereof will, upon
issuance, be duly and validly issued, fully paid and non-
assessable and no personal liability will attach to the holder
thereof. The Company further covenants and agrees that, during
the periods within which this Warrant may be exercised, the
Company will at all times have authorized and reserved a
sufficient number of shares of Common Stock for issuance upon
exercise of this Warrant and all other Warrants.
6. This Warrant shall not entitle the Holder to have
voting rights or other rights as a stockholder of the Company.
7. In the event that as a result of reorganization,
merger, consolidation, liquidation, recapitalization, stock
split, combination of shares or stock dividends payable with
respect to such Common Stock, the outstanding shares of Common
Stock of the company are at any time increased or decreased or
changed into or exchanged for a different number or kind of share
or other security of the Company or of another corporation, then
appropriate adjustments in the number and kind of such securities
then subject to this Warrant and/or the exercise price of this
Warrant shall be made effective as of the date of such occurrence
so that both the position of the Holder upon exercise and the
total exercise price payable on such exercise will be the same as
they would have been had Holder owned immediately prior to the
occurrence of such events the Common Stock subject to this
Warrant. Such adjustments shall be made successfully whenever
any event listed above shall occur and the Company will notify
the Holder of the Warrant of each such adjustment. Any fraction
of a share resulting from any adjustment shall be eliminated and
the price per share of the remaining shares subject to this
Warrant adjusted accordingly.
<PAGE>
8. The rights represented by this Warrant may be exercised
at any time within the period above specified by (i) surrender of
this Warrant at the principal executive office of the Company (or
such other office or agency of the (Company as it may designate
by notice in writing to the Holder at the address of the Holder
appearing on the books of the Company); (ii) payment to the
Company of the exercise price for the number of Shares specified
in the above-mentioned purchase form together with applicable
stock transfer taxes, if any; and (iii) unless in connection with
an effective registration statement which covers the sale of the
shares underlying the Warrant, the delivery to the Company of a
statement by the Holder (in a form acceptable to the Company and
its counsel) that such Shares are being acquired by the Holder
for investment and not with a view to their distribution or
resale.
The certificates for the Common Stock so purchased shall be
delivered to the Holder within a reasonable time, not exceeding
three business days after all requisite documentation has been
provided, after the rights represented by this Warrant shall have
been so exercised, and shall bear a restrictive legend with
respect to any applicable securities laws.
9. This Warrant shall be governed by and construed in
accordance with the laws of the State of Colorado. The Colorado
courts shall have exclusive jurisdiction over this instrument and
the enforcement thereof. Service of process shall be effective
if by certified mail, return receipt requested. All notices
shall be in writing and shall be deemed given upon receipt by the
party to whom addressed. This instrument shall be enforceable by
decrees of specific performances as well as other remedies,
IN WITNESS WHEREOF, INTERNATIONAL NURSING SERVICES, INC. has
caused this Warrant to be signed by its duly authorized under Its
corporate seal, and to be dated as of the date set forth above.
INTERNATIONAL NURSING SERVICES, INC.
By /s/ John Yeros
Title:President
In the presence of:
