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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)
Laura Huberfeld
152 West 57th Street, New York, New York 10019
212-581-0500
(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)
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).
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Schedule 13D
CUSIP No. 460093404 13D
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Laura Huberfeld
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7. SOLE VOTING POWER
N/A
8. SHARED VOTING POWER
N/A
9. SOLE DISPOSITIVE POWER
768,000
10. SHARED DISPOSITIVE POWER
N/A
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
768,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.91%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
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Schedule 13D
CUSIP No. 460093404 13D
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Naomi Bodner
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7. SOLE VOTING POWER
N/A
8. SHARED VOTING POWER
N/A
9. SOLE DISPOSITIVE POWER
768,000
10. SHARED DISPOSITIVE POWER
N/A
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
768,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.91%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
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Schedule 13D
CUSIP No. 460093404 13D
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Huberfeld/Bodner Family Foundation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
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) [x]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7. SOLE VOTING POWER
N/A
8. SHARED VOTING POWER
N/A
9. SOLE DISPOSITIVE POWER
320,000
10. SHARED DISPOSITIVE POWER
N/A
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
320,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
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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 Laura Huberfeld,
Naomi Bodner and the Huberfeld/Bodner Family Foundation of which
Laura Huberfeld and Naomi Bodner are officers ("Foundation")
(collectively the "Reporting Persons").
(b) The business address for all Reporting Persons is 152
West 57th Street, New York, New York 10019.
(c) Mmes. Huberfeld and Bodner's principal occupation is
personal investments. Foundation, a New York corporation, is a
charitable foundation. All Reporting Persons conduct their
respective businesses primarily at the address above.
(d) On January 7, 1993, David Bodner, President of
Foundation and Murray Huberfeld, Vice-President of Foundation
pled guilty in Federal District Court in the Eastern District of
New York to illegal possession of a false identification document
in connection with taking a government administered examination.
Each of Messrs. Huberfeld and Bodner were fined $5,000 for this
misdemeanor offense.
(e) During the last five years, none of the Reporting
Persons has 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) Each of the individual Reporting Persons is a US
citizen.
Item 3. Source and Amount of Funds or other Consideration
All of the funds used in the acquisition of the securities
came from personal or internal working capital of the Reporting
Persons.
Item 4. Purpose of Transaction
All securities listed under Item 5 below have been acquired
for investment. None of the Reporting Persons has any plans with
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respect to any of such securities which is referred to in Items
4(a)-4(j) of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) The following table shows the beneficial ownership of
each of the Reporting Persons in the Company's Common Stock, the
basis of such ownership, and the percentage of the total number
of outstanding shares of Common Stock as of July 22, 1996. The
table assumes that the Conversion Price (as defined below) as of
the date of this filing 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 Common Stock which may
affect the Conversion Price. The table assumes further that all
Preferred Stock and Warrants (as hereinafter defined) were
converted and exercised, as the case may be, and that the total
number of outstanding shares of the Company's Common Stock is
4,382,403 prior to such conversion and exercise.
Number of Shares Percentage of
Name Beneficially Owned Outstanding Shares
Huberfeld/Bodner
Family Foundation(1) 320,000 6.8%
Laura Huberfeld(2) 768,000 14.91%
Naomi Bodner(2) 768,000 14.91%
(1) Consists of 160,000 shares issuable upon conversion of
Preferred Stock and 160,000 shares issuable upon exercise of
Warrants.
(2) Consists of 384,000 shares issuable upon conversion of
Preferred Stock and 384,000 shares issuable upon exercise of
Warrants. Does not include shares and Warrants owned by
Foundation.
(b) Mmes. Huberfeld and Bodner each disclaim beneficial
ownership in the Common Stock that are owned by the other party
and by Foundation and that are reported herewith. In addition,
Foundation disclaims beneficial ownership in the Common Stock
owned by Mmes. Huberfeld and Bodner. There is no written
arrangement respecting voting and dispositive powers with respect
to the Common Stock.
(c) Pursuant to a private placement (the "Placement"), on
July 18, 1996, Ms. Huberfeld and Ms. Bodner each purchased from
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the Company 24 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 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"). On the same date,
Foundation purchased 10 Units. In addition, Reporting Persons
were 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.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
See the disclosures under Items 2 and 5(b).
Item 7. Material to be Filed as Exhibits
(1) Agreement among Reporting Persons to Joint Filing
of Schedule 13D.
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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: July 29, 1996
HUBERFELD/BODNER FAMILY FOUNDATION
By:/s/ Murray Huberfeld
Title: Vice-President
/s/ Laura Huberfeld
Laura Huberfeld
/s/ Naomi Bodner
Naomi Bodner
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EXHIBIT 1
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Agreement
Joint Filing of Schedule 13D
The undersigned hereby agree to jointly prepare and file a
Schedule 13D and any future amendments thereto reporting each of
the undersigned's ownership of securities of International
Nursing Services, Inc. and hereby affirm that such Schedule 13D
is being filed on behalf of each of the undersigned.
Dated: July 29, 1996
HUBERFELD/BODNER FAMILY FOUNDATION
By: /s/ Murray Huberfeld
Title: Vice-President
/s/ Laura Huberfeld
Laura Huberfeld
/s/ Naomi Bodner
Naomi Bodner
