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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.
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(Name of Issuer)
Common Stock, $.001 par value
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(Title of Class of Securities)
460093404
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(CUSIP Number)
Goida Wilk
377 Lange Leemstraat
Antwerpen, Belgium
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 23, 1996
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(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 5 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 5 Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Newark Sales Corporation
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
Bahamas
7. SOLE VOTING POWER
NUMBER OF 120,604
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 720,604
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
720,604
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.39%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
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Page 3 of 5 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 Newark Sales Corp. ("NSC"). 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 5. Interest in Securities of the Issuer.
(a) NSC beneficially owns 720,604 shares of the Company's Common Stock,
assuming that (i) the Conversion Price of the Preferred Stock as of the date of
this filing is $1.25 per share and (ii) all Preferred Stock and Warrants are
converted and exercised, as the case may be. Assuming further that the total
number of outstanding shares of the Company's Common Stock is 5,729,976 prior to
such conversion and exercise NSC beneficially owns approximately 11.39% of the
total outstanding.
(c) On December 20, 1996, NSC converted 10 shares of Preferred Stock,
including all accrued dividends, into 133,972 shares of Common Stock, at a
conversion price of $0.778125 per share. On January 9, 1997, NSC converted 15
shares of Preferred Stock, including all accrued dividends, into 209,589 shares
of Common Stock, at a conversion price of $0.75 per share. The following sale
transactions were effected by NSC during the past sixty days:
Purchase or
Date Sale Amount Price per Share
- ---- ----------- ------ ---------------
12/20/96 Sale 5,000 1.0625
12/20/96 Sale 5,000 1.05
12/23/96 Sale 2,700 1.03125
12/23/96 Sale 11,500 1.03125
12/23/96 Sale 13,500 1.03125
12/23/96 Sale 12,000 1.0
12/23/96 Sale 13,000 1.03125
12/23/96 Sale 257 1.0625
12/23/96 Sale 10,000 1.0625
12/24/96 Sale 12,500 1.03125
12/24/96 Sale 5,000 1.0625
12/24/96 Sale 5,000 1.0625
12/24/96 Sale 5,000 1.0625
12/24/96 Sale 10,000 1.0625
12/24/96 Sale 10,000 1.05
12/26/96 Sale 5,500 1.0625
12/26/96 Sale 2,000 1.0625
12/31/96 Sale 10,000 1.0
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Page 4 of 5 Pages
12/31/96 Sale 22,000 1.0
12/31/96 Sale 12,000 1.0
12/31/96 Sale 5,000 1.03125
12/31/96 Sale 10,000 1.03125
12/31/96 Sale 13,000 1.0
01/07/97 Sale 23,000 0.96875
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Page 5 of 5 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: July 19, 1996
NEWARK SALES CORPORATION
By: /s/ Goida Wilk
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Title: President
