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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. 1)*
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)
December 19, 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. [ ]
(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)
(Page 1 of 7 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
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CUSIP No. 460093404 13D Page 2 of 7 Pages
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
NUMBER OF 335,342
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 911,342
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
911,342
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.92%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
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Schedule 13D
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CUSIP No. 460093404 13D Page 3 of 7 Pages
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
NUMBER OF 335,342
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 911,342
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
911,342
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.92%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
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Schedule 13D
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CUSIP No. 460093404 13D Page 3 of 7 Pages
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
NUMBER OF -0-
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 240,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
240,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.02%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
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Page 5 of 7 Pages
This statement constitutes Amendment No. 1 to the statement on Schedule
13D filed with the Securities and Exchange Commission on July 30, 1996 (the
"Original Statement"), of the Huberfeld/ Bodner Foundation (the "Foundation"),
Laura Huberfeld and Naomi Bodner (collectively, the "Reporting Persons"), filing
jointly. All defined terms hereunder have the meanings set forth in the Original
Statement. This Amendment No. 1 reflects certain material changes in the
information set forth in the Original Statement, as follows:
Item 2. Identity and Background.
(e) During the last five years, the Foundation 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,
except that, without admitting or denying any findings of fact, Mr. Huberfeld,
Vice President of the Foundation, and Broad Capital Associates, Inc. ("Broad"),
a New York corporation of which Mr. Huberfeld is President, consented to the
entry of an order of the Securities and Exchange Commission, dated September 26,
1996, ordering them to cease and desist from committing or causing violations
and any future violations of Section 5 of the Securities Act of 1933 and also
requiring them to disgorge profits, in the amount of approximately $426,790
(including interest), resulting from certain transactions in unregistered
securities of an unaffiliated corporation.
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 January 10, 1997. The table assumes that the Conversion Price of the
Preferred Stock is $1.25 per share. The table assumes further that all Preferred
Stock and Warrants were converted and exercised, as the case may be, and that
the total number of outstanding shares of the Company's Common Stock is
5,729,976 prior to such conversion and exercise.
Number of Shares Percentage of
Name Beneficially Owned Outstanding Shares
- ---- ------------------ ------------------
Huberfeld/Bodner
Family Foundation(1) 240,000 4.02%
Laura Huberfeld(2) 911,342 13.92%
Naomi Bodner(2) 911,342 13.92%
(1) Consists of 80,000 shares issuable upon conversion of
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Page 6 of 7 Pages
Preferred Stock and 160,000 shares issuable upon exercise of Warrants.
(2) Consists of 335,342 shares of Common Stock, 192,000 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) On December 19, 1996 the Foundation converted 10 shares of
Preferred Stock, including all accrued dividends, into 137,243 shares of Common
Stock, at a conversion price of $.7594 per share. On January 10, 1997, Ms.
Huberfeld and Ms. Bodner each converted 24 Shares of Preferred Stock, including
all accrued dividends, into 335,342 shares of Common Stock, at a conversion
price of $.75 per share. The following sale transactions were effected by the
Foundation during the past sixty days:
Purchase or
Date Sale Amount Price per Share
- ---- ----------- ------ ---------------
12/06/96 Sale 43,000 1.03125
12/18/96 Sale 27,500 0.98438
12/18/96 Sale 42,000 0.96875
12/19/96 Sale 12,500 1.0
12/19/96 Sale 7,500 1.03125
12/23/96 Sale 4,743 1.0625
(e) On December 19, 1996, the Foundation ceased to be the beneficial
owner of more than 5% of the Company's Common Stock.
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Page 7 of 7 Pages
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: January 14, 1997
HUBERFELD/BODNER FAMILY FOUNDATION
By: /s/ Murray Huberfeld
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Title: Vice-President
/s/ Laura Huberfeld
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Laura Huberfeld
/s/ Naomi Bodner
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Naomi Bodner
