-----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, VBU+coHjAlp7WvAh5dF2OSGim6ZeOJmBTwqNZbgKDBG/79tV5d+2ehypz4LVgcEW wqpgQ8kCy57lNy8J3NjB/A== 0001213900-05-000867.txt : 20050823 0001213900-05-000867.hdr.sgml : 20050823 20050823094435 ACCESSION NUMBER: 0001213900-05-000867 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050823 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Other Events FILED AS OF DATE: 20050823 DATE AS OF CHANGE: 20050823 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMPREHENSIVE HEALTHCARE SOLUTIONS INC CENTRAL INDEX KEY: 0000069623 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 580962699 STATE OF INCORPORATION: DE FISCAL YEAR END: 0225 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-08955 FILM NUMBER: 051042534 BUSINESS ADDRESS: STREET 1: 45 LUDLOW STREET, SUITE 602 CITY: YONKERS STATE: NY ZIP: 10705 BUSINESS PHONE: (914) 375-7591 MAIL ADDRESS: STREET 1: 45 LUDLOW STREET, SUITE 602 CITY: YONKERS STATE: NY ZIP: 10705 FORMER COMPANY: FORMER CONFORMED NAME: NANTUCKET INDUSTRIES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: NANTUCKET LINGERIE INC DATE OF NAME CHANGE: 19690715 8-K 1 f8k082305_comprehensive.htm FORM 8-K

 


 

                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 (DATE OF EARLIEST EVENT REPORTED): August 19, 2005

COMPREHENSIVE HEALTHCARE SOLUTIONS, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

 

DELAWARE

0-26715

58-0962699

(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)

(COMMISSION FILE NO.)

(IRS EMPLOYEE IDENTIFICATION NO.)

 

45 LUDLOW STREET, SUITE 602

YONKERS, NEW YORK 10705

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

(914) 375-7591

(ISSUER TELEPHONE NUMBER)

 

FORWARD LOOKING STATEMENTS

This Form 8-K and other reports filed by Registrant from time to time with the Securities and Exchange Commission (collectively the “Filings”) contain or may contain forward looking statements and information that are based upon beliefs of, and information currently available to, Registrant’s management as well as estimates and assumptions made by Registrant’s management. When used in the filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions as they relate to Registrant or Registrant’s management identify forward looking statements. Such statements reflect the current view of Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to Registrant’s industry, Registrant’s operations and results of operations and any businesses that may be acquired by Registrant. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

 

Although Registrant believes that the expectations reflected in the forward looking statements are reasonable, Registrant cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, Registrant does not intend to update any of the forward-looking statements to conform these statements to actual results.

 

 


 

 

ITEM 1.01 ENTRY INTO A MATERAL DEFINITIVE AGREEMENT

 

On August 19, 2005, the Company entered into a entered into an agreement with a private investment group (“Agreement”) under which the Company has received $235,000 in consideration for the issuance of two separate convertible debentures which are convertible at $.35 per share. In addition, the Company entered into agreement to issue warrants which could raise an additional $2,665,000 when the warrants are exercised. The following sets forth the exercise price for the warrants:

1.

500,000 warrants at $.35 for $175,000;

 

2.

500,000 warrants at $.40 for $200,000;

 

3.

2,000,000 warrants at $.50 for $1,000,000;

 

4.

1,000,000 warrants at $.60 for $600,000; and

5.

1,000,000 warrants at $.70 for $700,000.

 

SECTION 8.01 OTHER EVENTS

 

On August 12, 2005, the Company and Baruch Moskowitz agreed to deem that certain Stock Purchase Agreement between the Company and Mr. Moskowitz as null and void since the Agreement was not executed by Mr. Moskowitz and no consideration was paid pursuant to the terms of the Agreement. Mr. Moskowitz agreed to cancel and return to treasury the 1,800,000 shares of the Company’s common stock issued and held in escrow in accordance with the Agreement.

 

ITEM 9.01 FINANCIAL STATEMENT AND EXHIBITS.

 

(a)

Financial Statements of Business Acquired.

 

 

Not applicable.

 

(b)

Pro Forma Financial Information.

 

 

Not applicable.

 

(c)

Exhibits.

 

 

99.1 Press Release dated August 23, 2005

 

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.

Comprehensive Healthcare Solutions, Inc.

 

By: /s/ John Treglia

JOHN TREGLIA

CHIEF EXECUTIVE OFFICER

 

Dated: August 23, 2005

 

 

 

 

 

 

 EX-99 2 f8k082305ex99_comprehensive.htm PRESS RELEASE

COMPREHENSIVE ANNOUNCES EXECUTION OF FUNDING AGREEMENTS

 

Yonkers, NY, August 23, 2005 (Business Wire) -- Comprehensive HealthCare Solutions, Inc. (OTC:BB CMHS.OB) announced today that it has entered into a securities purchase agreement with a private investment group, under which Comprehensive received $235,000 in consideration for the issuance of two separate convertible debentures.

 

In addition, the agreement stipulates that Comprehensive issue warrants to the private investment group at various exercise prices. Under the terms of the agreement and upon exercise of all warrants, the private investment group would end up purchasing the Company’s common stock for up to approximately $2.9 million, including the original $235,000 investment. The details of the agreement are contained in Comprehensive’s Form 8-K filed today with the Securities and Exchange Commission.

 

John H. Treglia, CEO of Comprehensive HealthCare Solutions, Inc. said about the agreement, “We have entered into this financing agreement to further support the continuing national launch of our discount prescription cards as well as the marketing of our gold and platinum medical care discount cards. To date we have contracted for the distribution of more than 600,000 discount prescription cards for which distribution should be completed by September 30, 2005.”

 

Comprehensive HealthCare Solutions, Inc. is positioning itself to become a national leader in the distribution and marketing of discount prescription and medical benefit cards. The Company is currently marketing its discount cards to municipalities, large employers, unions, colleges and fraternal organizations.

 

Mr. Treglia continued, “The capital provided through this agreement affords Comprehensive HealthCare Solutions, Inc. the opportunity to accelerate the aggressive national marketing campaign of its benefits and services, with the prospect of significant potential growth in revenue and earnings.”

 

Comprehensive HealthCare Solutions, Inc. currently markets its discount medical benefit cards, which it has branded “The Solution Card™”. “The Solution Card™” is an innovative concept that allows individuals and their families to receive a significant discount on their health care costs. Comprehensive’s members will continue to have access to high quality networks of fully credentialed professionals and practitioners nationwide. Although “The Solution Card™” is not intended as a substitute for traditional health insurance, it does provide discount health care benefits that allow for substantial savings for its membership.

Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. This press release contains forward-looking statements regarding the intent, belief or current expectations of the Company and members of its senior management team. While the Company believes that its expectations are based on reasonable assumptions within the bounds of its knowledge of its business and operations, prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance, and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. Factors that would cause actual results to differ materially from those contemplated within this press release include but are not limited to, those associated with general business conditions; client concentration; dependence on network providers; the timely and efficient implementation of customer contracts; developments in health care reform and other regulatory issues and changes in laws and regulations in key states where the Company operates; future capitol needs; control by directors and officers; and the loss of key management personnel. Readers are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this release. The Company disclaims any obligation to publicly update or revise any forward-looking statements contained herein to reflect events or circumstances occurring after the date of this release or to reflect the occurrence of unanticipated events.

 

 

Contact:

Investors:

 

 

Comprehensive HealthCare Solutions, Inc.

 

John Treglia, 914-375-7591

 

 

Chairman and CEO

 

or

 

 

Brokers:

 

Surety Financial Group, LLC, 410-448-1130

 

Source: Comprehensive HealthCare Solutions, Inc.

 

 

 

 

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