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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
insci-statements.com, corp.
---------------------------
(Name of Issuer)
Common Stock, $.01 par value per share
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(Title of Class of Securities)
45765T106
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(CUSIP Number)
Selway Partners, LLC
100 Bomont Place
Totowa, New Jersey 07512
(973) 785-1774
with a copy to:
Marc P. Press, Esq.
c/o Cole, Schotz, Meisel, Forman & Leonard, P.A.
25 Main Street, Hackensack, New Jersey 07602-0800
(201)525-6271
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 6, 2000**
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(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 that is the subject of this Schedule 13D, and is
filing this schedule because of ss. ss.240.13d-I(e), 240.13d-l(f) or
240.13d-l(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 ss.240.13d-7 for
other parties to whom copies are to be sent.
================================================================================
<PAGE>
* 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.
** This filing is intended to cover the acquisition of common stock, $.01 par
value per share of the Issuer ("Common Stock") by the Reporting Person on
May 24, 2000 pursuant to a Share Exchange Agreement dated May 24, 2000 by
and between insci-statements.com, corp., Infinitespace.com,Inc. and Lognet
2000, Inc. (the "Share Exchange Agreement"), and the purchase of Common
Stock by the Reporting Person on October 5, 2000 and October 6, 2000.
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).
CUSIP No 45765T106
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1. Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons
Selway Partners, LLC 22-3605089
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2. Check the Appropriate Box if a Member of a Group
(a)
(b) X
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3. SEC Use Only
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4. Source of Funds
OO and WC
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e) [ ]
6. Citizenship or Place of Organization - United States of America
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<PAGE>
---------------------
Number of 7. Sole Voting Power - 843,558
Shares ---------------------------------------------------------
Beneficially 8. Shared Voting Power - 0
Owned by ---------------------------------------------------------
Each 9. Sole Dispositive Power - 843,558
Reporting ---------------------------------------------------------
Person With 10. Shared Dispositive Power - 0
------------------- --------------------------------------------------------
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11. Aggregate Amount Beneficially Owned by Each Reporting Person - 843,558
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
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13. Percent of Class Represented by Amount in Row (11) - 5.33%
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14. Type of Reporting Person (See Instructions) 00
----------
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ITEM 1. SECURITY AND ISSUER
Securities Acquired: Common Stock, $.01 par value per share
Issuer: insci-statements.com, corp.
Principal Executive Offices: Two Westborough Business Park, Westborough,
MA 01581
ITEM 2. IDENTITY AND BACKGROUND
Name: Selway Partners, LLC
State of Organization: New Jersey
Principal Business: Selway Partners, LLC is a privately owned
limited liability company which engages in the
business of investing in and providing business
management advice and services to start-up and early
stage technology, software and internet companies.
Principal Address: 100 Bomont Place, Totowa, New Jersey 07512
(d) No events have occurred which would require reporting under this item.
(e) No events have occurred which would require reporting under this item.
<PAGE>
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As more particularly set forth in the response to Item 6, the Reporting
Person acquired 833,558 shares of Common Stock (the "Share Exchange Stock")
pursuant to the terms of the Share Exchange Agreement.
As more particularly set forth in the response to Item 5, the Reporting
Person purchased an additional 10,000 shares of Common Stock with working
capital in two (2) separate transactions for an aggregate purchase price of
$16,719.00.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of each transaction was investment. The Reporting Person may,
from time to time, make additional purchases of Common Stock, or such other
securities of the Issuer as it so elects. The disposal of any or all of the
Share Exchange Stock shall be made in accordance with the terms and conditions
of the Share Exchange Agreement and that certain Registration Rights Agreement
dated May 24, 2000 (the "Registration Rights Agreement") executed in connection
therewith. Pursuant to the Registration Rights Agreement, the Reporting Person
may not sell any Share Exchange Stock for one (1) year commencing on the closing
date set forth therein. There is no restriction on the disposal of Common Stock
held by the Reporting Person that is not Share Exchange Stock.
The Reporting Person has not made any proposal to the Issuer which relates
to, or could result in, any of the matters referenced in paragraphs (b) through
(j), inclusive, of Item 4 of Schedule 13D, but such matters may be discussed or
considered by the Issuer's Board of Directors from time to time. Yaron Eitan is
a manager of the Reporting Person, and was appointed as a director of the Issuer
pursuant to the terms of the Share Exchange Agreement. The Reporting Person may,
at any time and from time to time, review or reconsider its position with
respect to the Issuer, and may change its intentions as stated above. The
Reporting Person may communicate with management and the other shareholders of
the Issuer with respect to its investment in or interest in the Issuer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a),(b) As of the date hereof, the Reporting Person is the direct beneficial
owner of and has sole voting and dispositive power over 843,558 shares of the
Common Stock. As of the date hereof, such shares represent 5.33% of the
outstanding capital stock of the Issuer.
The number of shares beneficially owned by the Reporting Person, and the
percentage of shares represented thereby have been computed in accordance with
Rule 13d-3 under the Securities Exchange Act of 1934, as amended. The percentage
of ownership described above is based on the 15,837,014 shares of common stock
of the Issuer reported outstanding by the Issuer on August 14, 2000.
(c) Transactions in the class of securities reported on herein effected within
the last sixty (60) days by the Reporting Person are as follows. All such
transactions were at the market purchases effected through broker dealers.
<PAGE>
Date No. of Shares Price Per Share Total
---- ------------- --------------- -----
10/5/00 5,000 $1.56 $7,813.00
10/6/00 5,000 $1.78 $8,906.00
(d) Not Applicable.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
The Share Exchange Stock was acquired by the Reporting Person pursuant to
the terms of the Share Exchange Agreement. The Share Exchange Agreement provided
for, among other things, the sale by the Reporting Person and other shareholders
of Lognet 2000, Inc. ("Lognet") of the shares of common stock of Lognet owned by
them to the Issuer in exchange for shares of the Issuer's Common Stock. Pursuant
to the terms of the Share Exchange Agreement, Yaron Eitan was appointed as a
member of the Board of Directors of the Issuer. Other than as set forth in the
Share Exchange Agreement and the Registration Rights Agreement, the Reporting
Person has no other agreements or understandings with respect to the purchase or
sale of securities; and the Reporting Person disclaims the existence of a group
for any purpose.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
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.
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Date
Selway Partners, LLC
By:
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Signature
Yaron Eitan, Manager
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Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement:
<PAGE>
provided, however, that a power of attorney for this purpose which is already on
file with the Commission may be incorporated by reference. The name and any
title of each person who signs the statement shall be typed or printed beneath
his signature.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
