-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TUybLLLw61Q2+f3kqRynxwTySz/ao/Nl6C7OfBCCf4QVoRApMCDaaloU3U0a/nZE O7vxhEq0BacC/g4zKGY+yQ== 0000950156-00-000133.txt : 20000229 0000950156-00-000133.hdr.sgml : 20000229 ACCESSION NUMBER: 0000950156-00-000133 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000228 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INSCI STATEMENTS COM CORP CENTRAL INDEX KEY: 0000878612 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 061302773 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-46727 FILM NUMBER: 555764 BUSINESS ADDRESS: STREET 1: TWO WESTBOROUGH BUSINESS PARK CITY: WESTBOROUGH STATE: MA ZIP: 01581 BUSINESS PHONE: 5088704000 MAIL ADDRESS: STREET 1: TWO WESTBOROUGH BUSINESS PARK CITY: WESTBOROUGH STATE: MA ZIP: 01581 FORMER COMPANY: FORMER CONFORMED NAME: INSCI CORP DATE OF NAME CHANGE: 19940411 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PRINCE DR E TED CENTRAL INDEX KEY: 0001107583 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 2 WESTBOROUGH BUSINESS PARK CITY: WESTBOROUGH STATE: MA ZIP: 01581 BUSINESS PHONE: 5088704000 SC 13D 1 INSCI-STATEMENTS.COM,CORP. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under The Securities Exchange Act Of 1934 (Amendment No. 1 ) insci-statements.com, corp. --------------------------------------------------------------- (Name of Issuer) Common Stock $/01 par value per share --------------------------------------------------------------- (Title of Class of Securities) 45765T106 -------------------------------------------- (CUSIP Number) Joseph A. Baratta Baratta & Goldstein 597 Fifth Avenue New York, NY 10017 212-750-9700 -------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) -------------------------------------------- (Date of Event which Requires the Filing of this Statement) * * If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. * 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 the disclosures provided in a prior cover page. The information required in 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). CUSIP No. 45765T106 13D 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Dr. E Ted Prince --------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* ------------------------------------------------------------ (a) [ ] ------------------------------------------------------------ (b) [ ] 3. SEC USE ONLY ----------------------------------------------------------------------- 4. SOURCE OF FUNDS (See Instructions) OO ----------------------------------------------------------------------- 5. CHECK IF DISCLOSURE LO LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ------------------------------------------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A ------------------------------------------------------------------------ NUMBER OF 7. SOLE VOTING POWER SHARES 1,456,787 BENEFICIALLY ------------------------------- OWNED BY 8. SHARED VOTING POWER EACH 0 REPORTING ------------------------------- PERSON 9. SOLE DISPOSITIVE POWER WITH 1,456,787 ------------------------------- 10. SHARED DISPOSITIVE POWER 0 ------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,456,787 ---------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] ---------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 12.4% ---------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* IN ---------------------------------------------------------------------------- SCHEDULE 13D ITEM 1. SECURITY AND ISSUER. This Schedule is filed with respect to the Common Stock , $.01 par value (the "Common Stock") of the issuer, insci-statements.com, corp., formerly known as Insci Corp. ("insci"). insci's principal executive offices are located at Two Westborough Business Park, Westborough, Massachusetts 01581. ITEM 2. IDENTITY AND BACKGROUND. (a) This Schedule 13D is filed on behalf of Dr. E. Ted Prince (the "Reporting Person"). (b) The Reporting Person's principal business address at Two Westborough Business Park, Westborough, Massachusetts 01581. (c) The present principal occupation of the Reporting person Chairman of the Board of Directors and Chief Executive Officer of insci. The address of insci is at Two Westborough Business Park, Westborough, Massachusetts 01581. (d) During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) The Reporting Person is a citizen of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The reporting person has previously reported beneficial ownership of 1,248,180 shares of Common Stock on Schedule 13D. Subsequently, the Reporting Person has acquired and or has become vested in an additional 325,000 options pursuant to his employment contract with the Issuer . Additionally, the Reporting Person had previously purchased nominal amounts of Common Stock (11,000 shares) with personal funds and converted shares of 10% Convertible Preferred Stock and received dividends, both in the form of Common Stock (26,787 shares). ITEM 4. PURPOSE OF TRANSACTION. (a) The shares of Common Stock reported in this Schedule are held for investment purposes. Depending upon trading prices of Common Stock and upon the Reporting Person's personal financial position and goals from time to time, the Reporting Person may, subject to applicable statutory and other limitations, purchase additional shares of Common Stock or dispose of Common Stock in the open market, in privately negotiated transactions, or otherwise. The Reporting Person retains the right to evaluate his position in the future and change his intent with respect to any future actions. Other than as described above, the Reporting Person has no plans or proposals which relate to, or may result in, any of the matters listed in Item 4 (a) through (I) of Schedule 13D (although he reserves the right to develop such plans). (b), (c), (d), (e), (f), (g), (h), (i) and (j): Not Applicable. ITEM 5: INTEREST IN SECURITIES OF THE ISUER. (a) After giving effect to the transaction described in Item 3, the aggregate number of shares of Common Stock beneficially owned by the Reporting Person is 1,456,787 or approximately 12.4% of the issued and outstanding shares of Common Stock. The shares beneficially owned by the Reporting Person include 1,434,000 shares of Common Stock which may be acquired pursuant to options to purchase Common Stock owned by the Reporting Person. (b) The number of shares of Common Stock as to which the Reporting Person has the sole power to vote, direct the vote, to dispose and to direct the disposition is 1,456,787 shares, and the number of shares of Common Stock as to which the Reporting Person shares the power to vote, to direct the vote, to dispose and to direct the disposition is 0. (c) Within the last 60 days, the Reporting Person exercised and sold 50,000 stock options on or about February 7, 2000, 50,000 stock options on or about February 11, 2000 and 16,000 stock options on or about February 14, 2000. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERTAKINGS OR RELATIONSHIPS WITH RESPECT TO SECURITES OF THE ISSUER. There are no contracts, arrangements, undertakings or relationships (legal or otherwise) between the Reporting Person and any person with respect to the securities of the Issuer. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS. Not applicable SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. February 25, 2000 ----------------- Date /s/ Dr. E. Ted Prince ---------------------- Dr. E. Ted Prince -----END PRIVACY-ENHANCED MESSAGE-----