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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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).
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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
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
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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 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.
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(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.
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Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
None.
Item 7. Material to be Filed as Exhibits
None.
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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: November 6, 1996
Congregation Ahavas Tzedokkah Vachesed, Inc.
By: /s/ Nusyn Ehrlich
Rabbi Nusyn Ehrlich, Secretary
