As filed with the Securities and Exchange Commission on March 25, 2010
Registration No. 333-161701
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1
TO
REGISTRATION STATTEMENT ON FORM S-4
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
PURESPECTRUM, INC.
(Exact name of Registrant as specified in its charter)
Delaware 41-2233302
(State or other jurisdiction of (I.R.S. Employee
incorporation or organization) Identification Number)
340 Eisenhower Dr.
Bldg. 600, Suite 610
Savannah, Georgia 31406
(912) 961-4980
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
___________________________
Delaware Corporation Organizers, Inc.
1201 North Market Street, 18th Floor
Wilmington, Delaware 19801
(302) 658-9200
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
___________________________
Copies to:
Daniel D. Dinur, Esq. and David Michael Conner, Esq.
Dinur and DeLuca, LLP Bouhan Williams & Levy, LLP
One Lakeside Commons The Armstrong House
990 Hammond Drive, Suite 760 477 Bull Street
Atlanta, Georgia 30328 Savannah, Georgia 31402
(770) 395-3170 (912) 236-2491
Approximate date of commencement of proposed sale to the public: Not applicable.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
-1-
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a registration statement pursuant to General Instruction I.D. or
a post-effective amendment thereto that shall become effective upon filing with
the Securities and Exchange Commission pursuant to Rule 462(e) under the
Securities Act, check the following box. [ ]
If this Form is a post-effective amendment to a registration statement filed
pursuant to General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities
Act, check the following box. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definition of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer [ ] Accelerated Filer [ ]
Non-Accelerated Filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
EXPLANATORY NOTE - DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to Registration Statement No. 333-161701
to Form S-4 and is being filed to deregister any securities of PureSpectrum,
Inc., a Delaware corporation, f/k/a International Medical Staffing, Inc.
("PSRU"), which were not issued in the exchange pursuant to the C-Reorg
transaction described in the Registration Statement and which was consummated on
November 3, 2009. These securities are as follows:
- 1,137,910 shares of common stock, $0.0001 par value, issuable to
the shareholders of PureSpectrum, Inc., a Nevada corporation ("PSPM")
in exchange for the shares of PSPM common stock held by them on the
record date,who did not tender those shares in the exchange;
- 1,449,298 warrants to purchase common stock registered in the
Registration Statement which have expired as of March 15, 2010,
without having been exercised (the "Expired Warrants"); and
- 1,449,298 shares of common stock underlying the Expired Warrants.
As of March 15, 2010, after the deadline for the completion of the exchanges,
(a) all of the remaining 194,967,438 shares of PSRU common stock registered in
the Registration Statement were issued to former PSPM shareholders, and (b) all
of the remaining 43,956,173 unexpired warrants and shares of common stock
underlying such warrants retain their registered status.
Pursuant to the undertakings contained in Registration Statement No. 333-161701
to remove from registration, by means of a Post-Effective Amendment, any
securities which remain unsold at the termination of the offering, PSRU is
filing this Post-Effective Amendment to Registration Statement No. 333-161701 to
Form S-4 to deregister the above unsold securities.
-2-
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing this Post-Effective Amendment No. 1 to Form S-4 and has
duly caused this Post-Effective Amendment No. 1 to Form S-4 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Savannah,
State of Georgia, on March 25, 2010.
Pure Spectrum, Inc.
(Registrant)
By: /S/ Lee L. Vanatta
------------------
Name: Lee L. Vanatta
Title: President, Principal Executive
Officer and Director
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 1 to Form S-4 has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/S/ Lee L. Vanatta President and Director March 24, 2010
------------------ [Principal Executive Officer]
Lee L. Vanatta
/S/ William R. Norton Executive Vice President, March 24, 2010
--------------------- Secretary and Director
William R. Norton
/S/ Susan W. Norton Vice President of Administration March 24, 2010
------------------- and Acting Chief Financial
Susan W. Norton Officer [Principal Financial and
Accounting Officer]
/S/ David Michael Conner Director March 24, 2010
------------------------
David Michael Conner
/S/ Bill G. Garlan Director March 24, 2010
------------------
Bill G. Garlan
/S/ Robert E. James, II Director March 24, 2010
-----------------------
Robert E. James, II
-3-