FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
July 17, 1996
(Date of Report, date of earliest event reported)
INTERNATIONAL NURSING SERVICES, INC.
(Exact name of Registrant as specified in its charter)
Colorado 0-24768 84-1123311
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
360 So. Garfield Street, Suite 400 Denver, Colorado 80209
(Address of principal executive offices) (Zip Code)
(303) 393-1515
(Registrant's telephone number, including area code)
_______________________________________________
(Former name or address, if changed since last report)
Exhibit Index on Page 5
Page 5 of ___
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report
to be signed on its behalf by the undersigned hereunto duly
authorized.
INTERNATIONAL NURSING SERVICES, INC.
(Registrant)
By: /s/ Robin M. Bradbury
Robin M. Bradbury
Chief Financial Officer
Date: July 17, 1996
Item 2. Acquisition of assets
Acquisition of certain assets of STAT Health
Care Services, Inc. ("STAT")
On July 17, 1996 the Registrant completed
the acquisition of the operations and certain minimal assets
of STAT through the issuance of 200,000 shares of
International Nursing Services, Inc. ("NURS") common stock
to STAT valued at $1.88 per share (which was the fair market
value at the time of the acquisition), $1,550,000 cash to
STAT and the issuance to STAT of a warrant to purchase
125,000 shares to STAT of NURS common stock at $1.88 per
share. NURS is obligated to file a registration statement
covering the shares of common stock issued in connection
with the acquisition, including the 125,000 shares of common
stock covered by the warrant by November 14, 1996.
The assets acquired consisted of
approximately $10,000 of property and equipment. The
remainder of the purchase price is allocated to the current
value of the future cash flow of the operations of STAT.
STAT is a home health care provider and NURS intends to
continue the business of STAT and to use the assets
accordingly.
The funding for the cash portion of the
acquisition price was provided by funds received from the
private placement described in Item 5 below.
Item 5. Other Events
Private placement of units
Concurrent with the acquisition discussed above,
NURS also completed a private placement of 189 units at $10,000
per unit, each unit consisting of one share of a 1996 convertible
preferred stock which is convertible on or before July 17, 1999
to $10,000 worth of common stock of NURS at a conversion price of
the lesser of $1.25 per share or 75% of the prior five day
average closing price (as quoted on NASDAQ) and one three-year
warrant to purchase 8,000 shares of NURS common stock at $2.50
per share. The 1996 convertible preferred stock carries a 10%
dividend payable quarterly (which may increase to 18% in certain
circumstances) and a liquidation preference of $10,000 per share.
NURS is obligated to file a registration statement covering the
common stock underlying the new class of convertible preferred
stock and the warrant by November 14, 1996.
Investors in the private placement also received
an option to purchase an equivalent number of units until
December 31, 1997 on equivalent terms. The private placement
raised net proceeds to the Company of approximately $1,700,000.
Item 7. Financial Statements, pro forma financial statements and
exhibits
(a) It is impracticable at this time to provide the
required financial information of STAT and the required proforma
information of the Registrant and STAT as the information is
being audited by NURS independent public accountants. The
Registrant will file the required financial information under
cover of Form 8-K/A on or before September 15, 1996.
(c) Exhibits
Exhibit 10.19 First amendment to "Purchase and Sale
Agreement" dated as of July 17, 1996 among Registrant, JJ
Care Resources, Inc. (a wholly-owned subsidiary of the
Registrant), and STAT (without exhibits and schedules which
will be furnished to the Commission upon request)
Exhibit 99.1 Press Release announcing the completion of
the Registrant's private placement and acquisition of the
operations and certain assets of STAT dated July 23, 1996.
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
This First Amendment is made this ___ day of July,
1996 by and between STAT HEALTH CARE SERVICES, INC.,
("Seller"), INTERNATIONAL NURSING SERVICES, INC. ("INS") and
JJ CARE RESOURCES, INC., formerly known as SJ Care
Resources, Inc., ("Purchaser").
RECITALS
The parties hereto have entered into a Purchase
and Sale Agreement dated January 10, 1996 (the "Purchase
Agreement"), pursuant to which the Purchaser agreed to
purchase substantially all of the assets of the Seller,
which assets do not include the cash or accounts receivable
of Seller.
The parties hereto have agreed to amend the
Purchase Agreement as hereinafter set forth.
NOW THEREFORE, in consideration of the premises
and the mutual promises herein contained, the parties hereto
agree as follows:
Article I of the Purchase Agreement is hereby amended
by deleting the definition of the following terms contained
therein: "Adjusted Number of Shares of Acquisition Stock",
"Acquisition Stock", "Average Share Price", "Demand
Registration Rights", "Guaranty", "Installment Note", "PIC
Amount", "PIC Note", and "Piggy Bank Registration Rights".
Article I of the Purchase Agreement is hereby further
amended by amending the definitions of the terms
"Subscription Agreement" and "Registration Rights Agreement"
contained therein to read in their
entirety as follows:
"'Subscription Agreement' has the meaning
given it in Section 2.2.
'Registration Rights Agreement' has the
meaning given it in Section 2.2."
Article I of the Purchase Agreement is hereby further
amended by adding a new definition thereto to read in its
entirety as follows:
"'Warrant' has the meaning given it in
Section 2.2."
Section 2.1 of the Purchase Agreement is hereby amended
by adding the following sentence at the end thereof:
"The Assets shall not include any accounts
receivable or cash of Seller or the Seller's rights under
its existing lease of office space located at 3071 Perry
Avenue."
Section 2.2 of the Purchase Agreement is hereby amended
to read in its entirety as follows:
"2.2 Purchase Price for Assets; Allocation of
Purchase Price. The aggregate purchase price for the Assets
(the "Purchase Price") is (i) $1,550,000 payable in cash at
the Closing, (ii) 200,000 shares of fully paid and non-
assessable common stock of INS, and (iii) a warrant for the
purchase of 125,000 shares of common stock of INS with an
exercise price equal to the closing "ask" price for INS
common stock on July 16, 1996, which warrant (the "Warrant")
shall in substantially the form of Exhibit 2.2(c)(i).
Seller acknowledges and agrees that Purchaser has paid
Seller a cash deposit in the amount of $50,000 which shall
be credited against the cash portion of the Purchase Price
at the Closing. At the Closing, the remaining $1,500,000 of
the cash portion of the Purchase Price shall be paid by
Purchaser to Seller in the form of a cashier's check or wire
transfer immediately available funds. At the Closing,
Purchaser shall also deliver the Warrant to Seller and shall
deliver to Joel A. Klarreich in escrow pursuant to binding
instructions that such shares of stock shall not be released
to Seller prior to January 1, 1997, the 200,000 fully paid
and nonassessable shares of common stock of INS. The shares
of common stock of INS
delivered as part of the Purchase Price shall be delivered
pursuant to a Subscription Agreement executed by Seller at
the Closing in substantially the form of Exhibit 2.2(c)(ii)
(the "Subscription Agreement") hereto and such shares and
the shares of INS common stock which are subject to the
Warrant shall be subject to the terms of a Lockup and
Registration Rights Agreement in substantially the form of
Exhibit 2.2(c)(iii) (the "Registration Rights Agreement").
The Purchase Price shall be allocated to the Assets as set
forth in Exhibit 2.2(d). INS, Purchaser and Seller agree
that they will not take a position on any income tax return
or before any governmental agency or in any judicial
proceeding that is inconsistent in any way to this
allocation and shall cooperate to complete IRS form 8594 as
soon as practicable following the closing date."
Section 8.1(h) of the Purchase Agreement is hereby
amended to read in its entirety as follows:
"(h) Opinion of Counsel. Seller shall
receive from counsel to Purchaser and INS an opinion dated
the closing date in form and substance reasonably
satisfactory to Seller."
Sections 8.2(j), 10.2(b), 12.3(c) and 12.4(e) and
12.4(f) of the Purchase Agreement are hereby deleted.
Section 10.2 of the Purchase Agreement is hereby
amended by amending the amount "$1,500,000" where it appears
therein to be "$1,000,000."
The conditions precedent set forth in Sections 8.2(k)
and 8.3 of the Purchase Agreement are hereby deemed to have
been satisfied and Purchaser and INS waive their right to
terminate the Purchase Agreement as a result of the failure
of either such condition to be satisfied. Purchaser and INS
understand that Seller has repurchased the shares of its
stock owned by Margaret D. Ryniker and have reviewed the
financial condition, business and operations of Seller, and,
as a result, agree that neither the repurchase of such
shares nor any material adverse change in the financial
condition, business or operations of Seller
since the date of the Purchase Agreement shall be grounds
for termination under Sections 8.2(d) or 8.2(n) of the
Purchase Agreement.
Section 12.4(g) of the Purchase Agreement is hereby
amended to read in its entirety as follows:
"(f) Non-Cash Purchase Price. 200,000
shares of common stock of INS, the Warrant, and the
Registration Rights Agreement."
Exhibits 2.2(c)(i), 2.2(c)(ii), 2.2(c)(iii) and
8.1(j)(iii) are hereby amended to be in the forms of
Exhibits 2.2(c)(i), 2.2(c)(ii), 2.2(c)(iii) and 8.1(j)(iii)
to this First Amendment.
Except as specifically amended hereby, the Purchase
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused
this First Amendment to be duly executed as of the date
first above written.
STAT HEALTH CARE SERVICES,
INC.
By:
Its:
INTERNATIONAL NURSING
SERVICES, INC.
By:
Its:
JJ CARE RESOURCES, INC.
By:
Its:
EXHIBIT 2.2(c)(i)
Neither this Warrant nor the shares of Common Stock issuable
on exercise of this Warrant have been registered under the
Securities Act of 1933 or have been registered or qualified
under any applicable state securities laws. 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 receipt by Individual
Nursing Services, Inc. of an opinion of counsel to the
effect that such registration is not required.
INTERNATIONAL NURSING SERVICES, INC.
WARRANT DATED: July __, 1996
Number of Shares: 125,000
Holder: STAT Health Care Services, Inc.
Address: c/o James Bozzomo
77 Browers Lane
Roslyn Heights, New York 11577
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 $_____ 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.
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 reasonably satisfactory to the Company
a written opinion 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; provided,
however, that the Warrant and such underlying shares may be
distributed to the shareholders of STAT Health Care
Services, Inc. upon the liquidation of such holder. The
Warrant and the Underlying Shares shall be appropriately
legended to reflect this restriction and appropriate stop
transfer instructions shall apply.
(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 (iii) 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.
The term "Holder" should be deemed to include any
permitted record transferee of this Warrant.
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.
This Warrant shall not entitle the Holder to any voting
rights or other rights as a stockholder of the Company.
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 it would have been had it owned immediately
prior to the occurrence of such events the Common Stock
subject to this Warrant. Such adjustment shall be made
successively 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.
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 ten 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.
This Warrant shall be governed by and construed in
accordance with the laws of the State of Colorado. The
federal and state courts located in the State of Colorado
shall have non-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 well as other remedies.
IN WITNESS WHEREOF, INTERNATIONAL NURSING SERVICES,
INC. has caused this Warrant to be signed by its duly
authorized officers under Its corporate seal and to be dated
as of the date set forth above.
INTERNATIONAL NURSING
SERVICES, INC.
By:
Title:
Attest: ___________________________
Secretary
EXHIBIT 2.2(c)(ii)
SUBSCRIPTION AGREEMENT FOR
PURCHASE OF COMMON STOCK
Pursuant to Section 2.2 of the Purchase and Sale
Agreement dated as of January 10, 1996, as amended, among
STAT HEALTH CARE SERVICES, INC. ("Purchaser"), INTERNATIONAL
NURSING SERVICES, INC. ("INS") and SJ CARE RESOURCES, INC.,
Purchaser hereby subscribes for
200,000 shares of common stock of INS, par value $0.01 (the
"Shares").
Purchaser acknowledges that the Shares will not be
registered under the Securities Act of 1933, as amended (the
"Federal Act"), in reliance upon the exemption from
registration under Section 4(2) of the Federal Act as not
involving any public offering. Purchaser also acknowledges
that reliance by INS on the foregoing exemptions from
registration is predicted in part upon its representations,
warranties and agreements contained in this Subscription
Agreement.
Purchaser hereby represents, warrants, covenants
and agrees as follows:
(1) Purchaser is purchasing the Shares solely for
its own account, with the intention of holding the Shares
for investment, with no present intention of dividing or
allowing others to participate in this investment or of
reselling or otherwise participating, directly or
indirectly, in a distribution of the Shares; and it shall
not make any sale, transfer or other disposition of the
Shares in violation of state or federal law, provided,
however, that in connection with the liquidation of
Purchaser, the Shares may be distributed to Purchaser's
shareholders.
(2) Purchaser understands that the Shares will
constitute "restricted securities" under the Federal Act
inasmuch as they are being or will be acquired in a
transaction not involving a public offering and that under
the Federal Act and applicable regulations thereunder may be
resold without registration under the Federal Act only in
certain limited circumstances.
(3) Purchaser has such knowledge and experience
in business and financial matters that it is capable of
evaluating the risks and merits associated with the
acquisition of the Shares and has had the opportunity to
review and evaluate financial and other information relating
to INS and to obtain copies of such other information as
deemed appropriate prior to executing this Agreement.
(4) Purchaser acknowledges that any certificates
representing the shares subscribed for hereunder will
contain a legend indicating that said shares have not been
registered under the Federal
Act or any applicable state securities laws, and prohibiting
further transfer, sale or conveyance of such securities
until such securities may, in the opinion of counsel to the
issuer, be so transferred, sold or
conveyed without a violation of any state or federal
securities law.
IN WITNESS WHEREOF, Purchaser has executed this
Subscription Agreement on the ___ day of July, 1996.
"PURCHASER"
STAT HEALTH CARE SERVICES,
INC.
By:
Title:
EXHIBIT 2.2(c)(iii)
LOCKUP AND REGISTRATION RIGHTS AGREEMENT
This Agreement made this _____ day of July, 1996, by
and among INTERNATIONAL NURSING SERVICES, INC., a Colorado
corporation ("INS"), and STAT HEALTH CARE SERVICES, INC., a
New York corporation ("STAT").
Recitals
Pursuant to a Purchase and Sale Agreement dated January
10, 1996, as amended (the "Purchase Agreement") between
STAT, INS and JJ Care Resources, Inc., a New York
corporation formerly known as SJ Care Resources, Inc., JJ
Care Resources, Inc. has delivered to STAT 200,000 shares of
INS common stock and a warrant to purchase an additional
125,000 shares of INS stock (the "Warrant"). INS has agreed
to register the 200,000 shares of INS common stock delivered
to STAT pursuant to the Purchase Agreement and the 25,000
shares which are subject to the Warrant (the "Subject
Shares") pursuant to the terms of this Agreement.
NOW, THEREFORE, in consideration of the premises and
the mutual covenants hereinafter contained, the parties
hereto agree as follows:
INS shall, within 120 days from the date of this
Agreement, file a registration statement on Form S-1, SB-2
or S-3 or on another form available to INS and satisfactory
to STAT to register under the Securities Act of 1933 (the
"1933 Act") for sale or distribution to the public all (but
not less than all) of the Subject Stock, and thereafter
shall file such amendment or amendments to such registration
statement as shall be necessary to cause the same to become
effective.
INS shall:
Have such registration statement declared effective as
promptly as reasonably practicable after the filing thereof
and will promptly notify STAT and its underwriters, if any,
and confirm such advice in writing, (i) when such
registration statement has become effective, (ii) when any
post-effective amendment to any such registration statement
becomes effective and (iii) of any request by the SEC for
any amendment or supplement to such registration statement
or any prospectus relating thereto or for additional
information;
Furnish to STAT or the underwriters such number of
copies of any prospectus (including any preliminary
prospectus) as STAT may reasonably request in order to
effect the offering and sale of the Subject Stock being
offered and sold by STAT, but only while INS is required
under the provisions hereof to cause the registration
statement to remain current;
Qualify not later than the effective date of such
registration statement the Shares or Other Securities
registered thereunder under the "blue sky" laws of such
states as STAT may reasonably request;
and For a period of at least one year from the effective
date of the registration statement or, if the registration
statement becomes effective prior to December 31, 1996,
until at least December 31, 1997,
keep such registration statement in effect and current and
from time to time amend or supplement or file post effective
amendments to the registration statement and the prospectus
in connection therewith to the
extent necessary to permit the completion within said period
of the sale or distribution of the Subject Stock with
respect to which such registration statement shall have
become effective in compliance with the 1933 Act and the
rules and regulations adopted thereunder. If at any time
the SEC should institute any proceedings for the purpose of
issuing, or should issue a stop order suspending the
effectiveness of any such registration statement, INS will
promptly notify STAT and will use its best efforts to
prevent the issuance of any such stop order or to obtain the
withdrawal thereof as soon as possible. INS will advise
STAT promptly of any order or communication of any public
board or body addressed to INS suspending or threatening to
suspend the qualification of any of the Subject Stock for
sale in any jurisdiction.
The entire cost and expense of any registration
pursuant to paragraph 1 and the state qualifications related
thereto, other than the fees and expenses of counsel to
STAT, if any, and any compensation or fees and expenses of
underwriters for STAT, which shall remain the obligation of
STAT, pursuant to paragraph 2(c) shall be borne by INS.
INS hereby indemnifies and agrees to hold harmless
STAT, any underwriter (as defined in the 1933 Act) for STAT,
any broker or dealer to or through whom STAT sells Subject
Stock who may be deemed an underwriter and each person, if
any, who controls STAT or any such underwriter, broker or
dealer within the meaning of the 1933 Act against any
losses, claims, damages or liabilities, joint or several, to
which any such persons may be subject, under the 1933 Act or
otherwise, and to reimburse any of such persons for any
legal or other expenses incurred in connection with
investigating or defending against any such losses, claims,
damages or liabilities, insofar as such losses, claims,
damages or liabilities arise out of or are based upon any
untrue statement or alleged untrue statement of a material
fact contained in any registration statement under which the
Subject Stock was registered under the 1933 Act pursuant to
this Agreement, any prospectus contained therein, or any
amendment or supplement thereto, or arise out of or are
based upon the omission or alleged omission to state therein
a material fact required to be stated therein or necessary
to make the statements therein not misleading, except
insofar as such losses, claims, damages or liabilities arise
out of or are based upon information furnished to INS in
writing by STAT or any underwriter for STAT specifically for
use therein. By requesting registration under this
Agreement, STAT will be deemed thereby to indemnify and to
have agreed to hold harmless INS and its directors and
officers and each person, if any, who controls INS within
the meaning of the 1933 Act against any losses, claims,
damages or liabilities, joint or several, to which any of
such persons may be subject under the 1933 Act or otherwise,
and to reimburse any of such persons for any legal or other
expenses incurred in connection with investigating or
defending against any such losses, claims, damages or
liabilities, but only to the extent caused by an untrue
statement or alleged untrue statement or omission or alleged
omission of a material fact in any registration statement
under which the Subject Stock was registered under the 1933
Act pursuant to this Agreement, any prospectus contained
therein, or any amendment or supplement thereto, which was
based upon and in conformity with information furnished to
INS in writing by STAT or its underwriters expressly for use
therein.
INS will permit counsel and other representatives of
STAT to participate in meetings in connection with the
preparation of the registration statement, but at STAT's
cost and expense. Before
filing the registration statement or amendments or
supplements thereto with respect to registrations pursuant
to paragraph 1, INS shall furnish to STAT copies of all such
documents proposed to be filed, which shall be subject to
the approval of counsel for STAT, although the presence of
STAT's counsel or other representatives at any such meetings
or his or her approval of all or any of such documents to be
filed shall not alter the rights to indemnification noted in
the preceding paragraph 4. INS shall promptly deliver to
STAT copies of the registration statement and amendments
thereto as filed with the SEC and upon the effectiveness of
the registration statement, such number of copies of the
prospectus included in such registration statement as STAT
may reasonably request.
Upon the registration statement applicable thereto
becoming effective, INS shall issue to STAT, at the expense
of INS, unlegended certificates representing the Subject
Stock so registered in such numbers and denominations as
STAT shall reasonably request.
Notwithstanding anything to the contrary contained in
this Agreement, STAT agrees that, except as may be otherwise
provided in this paragraph 7, it shall not assign, sell or
otherwise transfer any of the
Subject Shares to any party (other than a transfer to a
shareholder of STAT provided that such shareholder agrees in
writing to be bound by the provisions of this paragraph 7 (a
"Qualifying Shareholder Transfer"))
prior to January 1, 1997, and further agrees that it will
not assign, sell or transfer, other than in a Qualifying
Shareholder Transfer, more than 100,000 of the Subject
Shares during the three month period ending
March 31, 1997, or more than 10,000 of the Subject Shares in
any calendar week ending prior to June 30, 1997. If, at any
time after January 1, 1997, STAT desires to sell more shares
than may be permitted by this paragraph 7, it shall first
provide INS with at least three days written notice of its
intent to sell such additional shares and shall offer to
sell such shares to INS or its designee at a price equal to
the lesser of the closing "bid" price for INS common stock
on the date of such offer or $4.50 per share. INS or its
designee shall have two business days to accept and close
such offer. If INS declines to accept any such offer, and
if at the time the offer was made, the closing "bid" price
for INS common stock exceeded $4.50 per share, the volume
limitations on subsequent sales of INS shares by STAT
contained in this paragraph 7 shall be eliminated and STAT
shall be free to sell its INS shares without regard to any
such volume limitations.
This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective
successors and assigns, but shall not be assignable by any
party hereto without the prior written
consent of the other parties hereto.
Any notice or other communication provided for herein
or given hereunder to a party hereto shall be in writing and
shall be mailed by facsimile transmission or recognized
overnight courier service addressed as follows:
If to STAT: c/o James Bozzomo
77 Browers Lane
Roslyn Heights, New York
11577
If to INS: International Nursing
Services, Inc.
360 South Garfield Street,
Suite 660
Denver, Colorado 80209
Attention: John Yeros
Facsimile: (303) 394-3653
or to such other address with respect to a party as such
party shall notify the others in writing as above provided.
This Agreement contains the complete agreement among
the parties hereto with respect to the transactions
contemplated by this Agreement and supersedes all prior
agreements and understandings among the parties hereto with
respect thereto.
This Agreement shall be construed and enforced in
accordance with the laws of the State of New York without
regard to the provisions of New York law regarding conflicts
of laws.
This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but
all of which shall constitute but one instrument.
INS and STAT acknowledge and agree that each party
would be irreparably damages in the event any of the
provisions hereto were not performed by parties in
accordance with their specific terms or were
otherwise breached. It is accordingly agreed that INS or
STAT, as the case may be, shall be entitled to injunctive
relief (including, without limitation, a temporary
restraining order or a preliminary injunction) to prevent
breaches of this Agreement and to specifically enforce the
terms and provisions hereof in any action instituted in any
court of the United States or any state thereof having
subject matter jurisdiction, in addition to any other remedy
to which INS and STAT may be entitled, at law or in equity.
IN WITNESS WHEREOF, the parties have set their hands
the day and year first above written.
INTERNATIONAL NURSING
SERVICES, INC.
By:___________________________
STAT HEALTH CARE
SERVICES, INC.
By:___________________________
Subj: News Release
Date: 96-08-05 15:19:34 EDT
From: GLHobson
To: JPYEROS
News Release
FROM: Williamson & Associates FOR:
International Nursing
Services, Inc.
730 Fifth Avenue, 9th Floor
(NASDAQ SmallCap: NURS)
New York, NY 10019-4105
Contact: Edward Williamson Contact:
John P. Yeros, Chairman
Tel: (800) 992-6616
International
Nursing Services, Inc.
Tel: (303) 393-1515
FOR IMMEDIATE RELEASE
International Nursing Services Acquires
STAT Health Care Services
DENVER, CO July 24, 1996 International
Nursing Services, Inc. (NASDAQ NURS) today announced
that it has completed the acquisition of STAT Health
Care Services, New York, for $1.5 million cash and
200,000 shares of common stock.
STAT Health Care Services, Inc. provides nurse
and home care staffing services in the metropolitan New
York area. For 1995, STAT Health Care Services had
unaudited revenues of $5.6 million and earnings of
$550,000. John P. Yeros, Chairman of International
Nursing Services, said, With the acquisition of STAT,
our combined 1996 revenues will be about $17 million.
The acquisition increases NURSs presence in New York
in accordance with its corporate strategy of acquiring
complementary businesses in strategic geographic
markets in the U.S.
The Company purchased Paxxon Services in
September 1994 and Ellis Registry in April 1996, both
of Yonkers, New York. With the acquisition of STAT and
Ellis, the Company is a licensed home care provider
with a service area that includes the Bronx, Manhattan,
Queens, and the counties of Nassau, Rockland, Putnam,
Suffolk and Westchester.
The STAT acquisition brings to the Company
additional strengths, including a home health aide
training program sanctioned by New York State and a
concentration of business that will assist in extending
the service area to other boroughs and counties. The
training program continues to be a successful
recruiting mechanism for STAT and the Company is
looking to replicate it for Ellis.
International Nursing Services provides skilled
nursing, rehabilitation and other medical personnel for
flexible staffing in the home care market and in
more than 750 hospitals, clinics, nursing homes, and
other health care and educational facilities. The
Company reported earnings of $507,000 or 10-cents per
share on revenues of $3,364,000 for the first quarter
ending March 31, 1996.
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