UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: January 7, 1998
INTERNATIONAL NURSING SERVICES, INC
(Exact name of registrant as specified in its charter)
Colorado 000-24768 84-1123311
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
360 South Garfield Street, Suite 400, Denver, Colorado 80209
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 393-1515
None
(Former name or former address, if changes since last report)
Item 1. Changes in Control of Registrant. N/A.
Item 2. Acquisition or Disposition of Assets.
On November 17, 1997, International Nursing Services, Inc. (the "Company")
entered into an Agreement and Plan of Merger (the "Agreement") with Cymedix
Corporation, a California corporation ("Cymedix"), engaged in the development
of medical information software, and the Company's own wholly-owned
subsidiary, Cymedix Lynx Corporation, a Colorado corporation (the
"Subsidiary"). On January 7, 1998, Cymedix was merged into the Subsidiary,
and the Company issued or committed to issue 6,980,000 shares of it's Common
Stock to the shareholders of Cymedix and granted or committed to grant options
covering 1,200,000 shares of the Company's Common Stock to employees of the
Subsidiary. At the closing price for the Company's Common Stock on the Nasdaq
SmallCap Market on January 6, 1998, the shares issued as consideration for the
acquisition had a value of $1,418,000. Such shares were issued to 23
individuals, who were shareholders of Cymedix, in a private transaction. The
Company has agreed to file a registration statement with the U.S. Securities
and Exchange Commission by April 20, 1998, to register such shares to permit
them to be sold into the public market. The Subsidiary entered into
employment agreements with Keith Berman, former President of Cymedix, to be
President of the Sudsidiary, and Barbara Asbell, former Secretary of Cymedix
and who received the largest number of Company shares, 1,565,817, and options
covering 400,000 shares, in the transaction, to be Director of Operations and
Administration of the Subsidiary.
Item 3. Bankruptcy or Receivership. N/A.
Item 4. Changes in Registrant's Certifying Accountant. N/A.
Item 5. Other Events. Press Relase, dated January 13, 1998 announcing the
completion of the acquisition of
Cymedix Corporation by International Nursing Services, Inc., and
the initial sale of Cymedix Lynx
software.
Item 6. Resignations of Registrant's Directors. N/A.
Item 7. Financial Statements and Exhibits.
List below the financial statements, pro forma financial
information and exhibits, if any, filed as part of
this report:
(a) The required financial statements of the business acquired shall by
filed with an amendment to a prior Form 8-K filed by the Company,
by February 23, 1998.
(b) The required pro forma financial information shall be filed with an
amendment to a prior Form 8-K by the Company, by
February 23, 1998.
(c) Exhibits
Exhibit 99.1 Press Release announcing the completion
of the acquisition of Cymedix Corporation by
International Nursing Services,
Inc., and the initial sale of Cymedix Lynx software.
Item 8. Change in Fiscal Year. N/A.
Item 9. Sales of Equity Securities Pursuant to Regulation S. N/A.
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.
Date: January 14, 1998 By: /s/ John P. Yeros
------------
John P. Yeros, President
and Chief Executive Officer
INTERNATIONAL
NURSING
SERVICES, INC.
- --------------
COMPANY CONTACT: INVESTOR RELATIONS:
International Nursing Services, Inc. Lippert/Heilshorn & Associates, Inc.
John P. Yeros Keith L. Lippert ([email protected])
(303) 393-1515 Sue Yeoh ([email protected])
(212) 838-3777
Bruce Voss ([email protected])
(310) 575-4848
FOR IMMEDIATE RELEASE
INTERNATIONAL NURSING SERVICES CLOSES
ACQUISITION OF CYMEDIX CORPORATION
COMPANY COMPLETES FIRST COMMERCIAL SALE OF CYMEDIX LYNX
DENVER (JANUARY 13, 1998) - INTERNATIONAL NURSING SERVICES, INC. (NASDAQ:
NURS) today announced that it has completed the acquisition of Cymedix
Corporation. As previously disclosed, the Company acquired privately held
Cymedix for approximately seven million shares of International Nursing
Services common stock, and will operate Cymedix as a wholly owned subsidiary
under the name Cymedix Lynx.
John P. Yeros, chairman of International Nursing Services, stated, "The
Acquisition of Cymedix Corporation represents a tremendous turning point for
the company, as it significantly expands our operations and adds potential
synergies with our core supplemental staffing business. Given the increased
demand for healthcare information technology, we believe the acquisition
offers us significant revenue opportunities in this growing marketplace."
The Company also announced the first commercial sale of Cymedix Lynx. The
three-year contract with Loyola University Medical Center of Chicago calls for
the networking of at least 200 physicians with the medical center's laboratory
services outreach program. Affiliate hospitals of Loyola University Medical
Center are expected to be added in the near future, thereby increasing the
potential number of physicians utilizing Cymedix Lynx throughout the Chicago
area to more than 1,000.
"Loyola University Medical Center is the first institution to begin
experiencing the many benefits of secure medical communications utilizing the
Internet," said Keith Berman, president of Cymedix Lynx Corporation. "To
date, we have received increasing levels of interest in Cymedix Lynx from
leading healthcare organizations throughout the country. We are working to
address this demand by supplementing our direct-sales efforts with a sales
agreement with a major pharmaceutical company".
Mr. Berman added that the Company's comprehensive marketing of Cymedix Lynx
will include participating in the Health Information Management Society
Symposium in Orlando February 22 - 26. This is one of the nation's largest
healthcare information systems and technology conferences, drawing more than
20,000 participants.
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360 South Garfield Street, Suite 400
Denver, Colorado 80209-3136 USA
(303) 393-1515 (800) 852-5257 Facsimile (303) 394-3653
<PAGE>
Cymedix Lynx also plans to sponsor symposia in cooperation with a local HMO or
hospital in 12 cities during 1998, including Atlanta, Boston, Chicago, Dallas,
Denver, Houston, Los Angeles, Miami, New York, San Francisco, Tampa and
Washington, D.C./Baltimore. The marketing program also includes
trade-publication advertising as well as a 52,000-name direct-mail effort.
International Nursing Services is a medical resources Company with two
synergistic lines of business. The Company provides skilled nursing, therapy,
rehabilitation and other medical personnel for flexible staffing in home care
and in a broad spectrum of health care and educational facilities. Through
its wholly owned subsidiary, Cymedix Lynx Corporation, the Company also offers
Cymedix Lynx, a secure, patented medical communications product that makes use
of the Internet. Using Cymedix Lynx, medical professionals can order,
prescribe and access medical information from insurance companies and managed
care organizations, as well as from any participating outpatient service
provide such as laboratory, radiology center, pharmacy or hospital. The
Company has offices in Denver, Houston and San Antonio, Tex., and Emeryville
and Ontario, Calif., and Yonkers and the Bronx, N.Y.
***
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995: The statements contained in this release which are not historical facts
contain forward-looking information with respect to plans, projections and/or
future performance of the Company, the occurrence of which involve certain
risks and uncertainties detailed in the Company's filings with the Securities
and Exchange Commission. Reference is made to the Quarterly Report on form
10-QSB filed with the SEC on November 14, 1997.
