Atc Healthcare Inc Watch

from 8-K ~20 pages Purchase Agreement Dated 9/17/99

from SC 13D 1 page Plan of reorganization, merger, acquisition or similar

from SC 13D 1 page Plan of reorganization, merger, acquisition or similar

from 8-A12G ~5 pages Plan of reorganization, merger, acquisition or similar

from 8-A12G ~5 pages Plan of reorganization, merger, acquisition or similar

from 8-A12G 1 page <page> Certificate of Amendment of Restated Certificate of Incorporation of Staff Builders, Inc. the Undersigned, Being the President and the Secretary, Respectively, of Staff Builders, Inc., Hereby Certify That: 1. the Name of the Corporation (Hereinafter Called "Corporation") Is Staff Builders, Inc. 2. the Restated Certificate of Incorporation of the Corporation Is Hereby Amended to Amend Article Fourth of the Restated Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock, $.01 Par Value Per Share, From 35,000,000 Shares to 50,000,000 Shares. as Amended, the First Paragraph of Said Article Fourth Shall Read in Its Entirety as Follows: Fourth: The Corporation Shall Be Authorized to Issue the Following Shares: Number Class of Shares Par Value Preferred 10,000 $1.00 Common 50,000,000 $ .01 3. the Amendment of the Certificate of Incorporation Herein Certified Has Been Duly Adopted in Accordance With the Provisions of Section 242 of the General Corporation Law of the State of Delaware. <page> in Witness Whereof, the Undersigned Have Executed This Document and Affirm That the Facts Contained Therein Are True Under Penalties of Perjury. Dated: August 15, 1994 /S/ Stephen Savitsky Stephen Savitsky, President Attest: /S/ David Savitsky - David Savitsky, Secretary

from 8-A12G 1 page <page> Certificate of Amendment of Restated Certificate of Incorporation of Staff Builders, Inc. the Undersigned, Being the President and the Secretary, Respectively, of Staff Builders, Inc., Hereby Certify That: 1. the Name of the Corporation (Hereinafter Called "Corporation") Is Staff Builders, Inc. 2. the Restated Certificate of Incorporation of the Corporation Is Hereby Amended to Amend Article Fourth of the Restated Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock, $.01 Par Value Per Share, From 35,000,000 Shares to 50,000,000 Shares. as Amended, the First Paragraph of Said Article Fourth Shall Read in Its Entirety as Follows: Fourth: The Corporation Shall Be Authorized to Issue the Following Shares: Number Class of Shares Par Value Preferred 10,000 $1.00 Common 50,000,000 $ .01 3. the Amendment of the Certificate of Incorporation Herein Certified Has Been Duly Adopted in Accordance With the Provisions of Section 242 of the General Corporation Law of the State of Delaware. <page> in Witness Whereof, the Undersigned Have Executed This Document and Affirm That the Facts Contained Therein Are True Under Penalties of Perjury. Dated: August 15, 1994 /S/ Stephen Savitsky Stephen Savitsky, President Attest: /S/ David Savitsky - David Savitsky, Secretary

from 8-A12G 1 page Plan of reorganization, merger, acquisition or similar

from 8-A12G 1 page Plan of reorganization, merger, acquisition or similar

from 8-A12G 1 page <page> Certificate of Retirement of Stock of Staff Builders, Inc. Staff Builders, Inc., a Corporation Organized and Existing Under the General Corporation Law of the State of Delaware (Hereinafter Referred to as the "Corporation"), Does Hereby Certify: First: That the Board of Directors (The "Board") of the Corporation, by the Unanimous Written Consent of Its Members, Filed With the Minutes of the Board, Duly Adopted Resolutions Retiring Shares of the Capital Stock of the Corporation, Which Were Issued but Not Outstanding, to the Extent Hereinafter Set Forth, and Which Retired Shares Had Capital Applied in Connection With Their Acquisition. Second: The Shares of Capital Stock of the Corporation, Which Are Retired, Are Identified as Being "$1.00 Preferred Stock, Class A", $1.00 Par Value Per Share (The "Class a Stock"). Third: That in Accordance With the Provisions of Section 243 of the Delaware General Corporation Law and in Accordance With the Provisions of the Restated Certificate of Incorporation of the Corporation, the Capital Stock of the Corporation Which Is Hereby Retired Shall Resume the Status of Authorized and Unissued Shares of Preferred Stock, Without Designation as to Series Until Such Shares Are Once More Designated as Part of a Particular Series by the Board of Directors of the Corporation And, Upon the Effective Date of the Filing of This Certificate, the Restated Certificate of Incorporation of the Corporation Shall Be Amended So as to Delete Therefrom All Reference to Said Class a Stock. in Witness Whereof, the Undersigned Have Executed This Document and Affirm the Facts Contained Herein Are True Under the Penalty of Perjury. Staff Builders, Inc. Dated: June 3, 1994 By: /S/ Stephen Savitsky Stephen Savitsky, President Attest: By: /S/ David Savitsky David Savitsky, Secretary

from 8-A12G 1 page <page> Certificate of Retirement of Stock of Staff Builders, Inc. Staff Builders, Inc., a Corporation Organized and Existing Under the General Corporation Law of the State of Delaware (Hereinafter Referred to as the "Corporation"), Does Hereby Certify: First: That the Board of Directors (The "Board") of the Corporation, by the Unanimous Written Consent of Its Members, Filed With the Minutes of the Board, Duly Adopted Resolutions Retiring Shares of the Capital Stock of the Corporation, Which Were Issued but Not Outstanding, to the Extent Hereinafter Set Forth, and Which Retired Shares Had Capital Applied in Connection With Their Acquisition. Second: The Shares of Capital Stock of the Corporation, Which Are Retired, Are Identified as Being "$1.00 Preferred Stock, Class A", $1.00 Par Value Per Share (The "Class a Stock"). Third: That in Accordance With the Provisions of Section 243 of the Delaware General Corporation Law and in Accordance With the Provisions of the Restated Certificate of Incorporation of the Corporation, the Capital Stock of the Corporation Which Is Hereby Retired Shall Resume the Status of Authorized and Unissued Shares of Preferred Stock, Without Designation as to Series Until Such Shares Are Once More Designated as Part of a Particular Series by the Board of Directors of the Corporation And, Upon the Effective Date of the Filing of This Certificate, the Restated Certificate of Incorporation of the Corporation Shall Be Amended So as to Delete Therefrom All Reference to Said Class a Stock. in Witness Whereof, the Undersigned Have Executed This Document and Affirm the Facts Contained Herein Are True Under the Penalty of Perjury. Staff Builders, Inc. Dated: June 3, 1994 By: /S/ Stephen Savitsky Stephen Savitsky, President Attest: By: /S/ David Savitsky David Savitsky, Secretary

from 8-A12G 1 page <page> Certificate of Retirement of Stock of Staff Builders, Inc. Staff Builders, Inc., a Corporation Organized and Existing Under the General Corporation Law of the State of Delaware (Hereinafter Referred to as the "Corporation"), Does Hereby Certify: First: That the Board of Directors (The "Board") of the Corporation, by the Unanimous Written Consent of Its Members, Filed With the Minutes of the Board, Duly Adopted a Resolution Retiring Shares of the Capital Stock of the Corporation, Which Were Issued but Not Outstanding, to the Extent Hereinafter Set Forth, and Which Retired Shares Had Capital Applied in Connection With Their Acquisition. Second: The Shares of Capital Stock of the Corporation, Which Are Retired, Are Identified as Being "$1.00 Preferred Stock, Class B", $1.00 Par Value Per Share (The "Class B Preferred Stock"). Third: That in Accordance With the Provisions of Section 243 of the Delaware General Corporation Law and in Accordance With the Provisions of the Restated Certificate of Incorporation of the Corporation, the Capital Stock of the Corporation Which Is Hereby Retired Shall Resume the Status of Authorized and Unissued Shares of Preferred Stock, Without Designation as to Series Until Such Shares Are Once More Designated as Part of a Particular Series by the Board of Directors of the Corporation And, Upon the Effective Date of the Filing of This Certificate, the Restated Certificate of Incorporation of the Corporation Shall Be Amended So as to Delete Therefrom All Reference to Said Class B Preferred Stock. <page> in Witness Whereof, Said Staff Builders, Inc. Has Caused This Certificate to Be Signed by Stephen Savitsky, Its President and Attested by David Savitsky, Its Secretary, This 16th Day of February, 1994. Staff Builders, Inc. By: /S/ Stephen Savitsky Stephen Savitsky President Attest: By: /S/ David Savitsky David Savitsky Secretary

from 8-A12G 1 page <page> Certificate of Retirement of Stock of Staff Builders, Inc. Staff Builders, Inc., a Corporation Organized and Existing Under the General Corporation Law of the State of Delaware (Hereinafter Referred to as the "Corporation"), Does Hereby Certify: First: That the Board of Directors (The "Board") of the Corporation, by the Unanimous Written Consent of Its Members, Filed With the Minutes of the Board, Duly Adopted a Resolution Retiring Shares of the Capital Stock of the Corporation, Which Were Issued but Not Outstanding, to the Extent Hereinafter Set Forth, and Which Retired Shares Had Capital Applied in Connection With Their Acquisition. Second: The Shares of Capital Stock of the Corporation, Which Are Retired, Are Identified as Being "$1.00 Preferred Stock, Class B", $1.00 Par Value Per Share (The "Class B Preferred Stock"). Third: That in Accordance With the Provisions of Section 243 of the Delaware General Corporation Law and in Accordance With the Provisions of the Restated Certificate of Incorporation of the Corporation, the Capital Stock of the Corporation Which Is Hereby Retired Shall Resume the Status of Authorized and Unissued Shares of Preferred Stock, Without Designation as to Series Until Such Shares Are Once More Designated as Part of a Particular Series by the Board of Directors of the Corporation And, Upon the Effective Date of the Filing of This Certificate, the Restated Certificate of Incorporation of the Corporation Shall Be Amended So as to Delete Therefrom All Reference to Said Class B Preferred Stock. <page> in Witness Whereof, Said Staff Builders, Inc. Has Caused This Certificate to Be Signed by Stephen Savitsky, Its President and Attested by David Savitsky, Its Secretary, This 16th Day of February, 1994. Staff Builders, Inc. By: /S/ Stephen Savitsky Stephen Savitsky President Attest: By: /S/ David Savitsky David Savitsky Secretary

from 8-A12G 1 page <page> Certificate of Amendment of Restated Certificate of Incorporation of Staff Builders, Inc. the Undersigned, Being the President and the Secretary, Respectively, of Staff Builders, Inc., Hereby Certify That: 1. the Name of the Corporation (Hereinafter Called "Corporation") Is Staff Builders, Inc. 2. the Restated Certificate of Incorporation of the Corporation Is Hereby Amended to Amend Article Fourth of the Restated Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock, $.01 Par Value Per Share, From 25,000,000 Shares to 35,000,000 Shares. as Amended, the First Paragraph of Said Article Fourth Shall Read in Its Entirety as Follows: Fourth: The Corporation Shall Be Authorized to Issue the Following Shares: Number Class of Shares Par Value Preferred 10,000 $1.00 Common 35,000,000 $ .01 3. the Amendment of the Certificate of Incorporation Herein Certified Has Been Duly Adopted in Accordance With the Provisions of Section 242 of the General Corporation Law of the State of Delaware. <page> in Witness Whereof, the Undersigned Have Executed This Document and Affirm That the Facts Contained Therein Are True Under Penalties of Perjury. Dated: August 13, 1992 /S/ Stephen Savitsky Stephen Savitsky, President Attest: /S/ David Savitsky - David Savitsky, Secretary

from 8-A12G 1 page <page> Certificate of Amendment of Restated Certificate of Incorporation of Staff Builders, Inc. the Undersigned, Being the President and the Secretary, Respectively, of Staff Builders, Inc., Hereby Certify That: 1. the Name of the Corporation (Hereinafter Called "Corporation") Is Staff Builders, Inc. 2. the Restated Certificate of Incorporation of the Corporation Is Hereby Amended to Amend Article Fourth of the Restated Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock, $.01 Par Value Per Share, From 25,000,000 Shares to 35,000,000 Shares. as Amended, the First Paragraph of Said Article Fourth Shall Read in Its Entirety as Follows: Fourth: The Corporation Shall Be Authorized to Issue the Following Shares: Number Class of Shares Par Value Preferred 10,000 $1.00 Common 35,000,000 $ .01 3. the Amendment of the Certificate of Incorporation Herein Certified Has Been Duly Adopted in Accordance With the Provisions of Section 242 of the General Corporation Law of the State of Delaware. <page> in Witness Whereof, the Undersigned Have Executed This Document and Affirm That the Facts Contained Therein Are True Under Penalties of Perjury. Dated: August 13, 1992 /S/ Stephen Savitsky Stephen Savitsky, President Attest: /S/ David Savitsky - David Savitsky, Secretary

from 8-A12G 1 page <page> Certificate of Amendment of Restated Certificate of Incorporation of Staff Builders, Inc. the Undersigned, Being the President and the Secretary, Respectively, of Staff Builders, Inc., Hereby Certify That: 1. the Name of the Corporation (Hereinafter Called "Corporation") Is Staff Builders, Inc. 2. the Restated Certificate of Incorporation of the Corporation Is Hereby Amended to Amend Article Fourth of the Restated Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock, $.01 Par Value Per Share, From 15,000,000 Shares to 25,000,000 Shares. as Amended, the First Paragraph of Said Article Fourth Shall Read in Its Entirety as Follows: Fourth: The Corporation Shall Be Authorized to Issue the Following Shares: Number Class of Shares Par Value Preferred 10,000 $1.00 Common 25,000,000 $ .01 3. the Amendment of the Certificate of Incorporation Herein Certified Has Been Duly Adopted in Accordance With the Provisions of Section 242 of the General Corporation Law of the State of Delaware. <page> in Witness Whereof, the Undersigned Have Executed This Document and Affirm That the Facts Contained Therein Are True Under Penalties of Perjury. Dated: August 8, 1991 /S/ Ephraim Koschitzki President, Ephraim Koschitzki Attest: /S/ David Savitsky - Secretary, David Savitsky

from 8-A12G 1 page <page> Certificate of Amendment of Restated Certificate of Incorporation of Staff Builders, Inc. the Undersigned, Being the President and the Secretary, Respectively, of Staff Builders, Inc., Hereby Certify That: 1. the Name of the Corporation (Hereinafter Called "Corporation") Is Staff Builders, Inc. 2. the Restated Certificate of Incorporation of the Corporation Is Hereby Amended to Amend Article Fourth of the Restated Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock, $.01 Par Value Per Share, From 15,000,000 Shares to 25,000,000 Shares. as Amended, the First Paragraph of Said Article Fourth Shall Read in Its Entirety as Follows: Fourth: The Corporation Shall Be Authorized to Issue the Following Shares: Number Class of Shares Par Value Preferred 10,000 $1.00 Common 25,000,000 $ .01 3. the Amendment of the Certificate of Incorporation Herein Certified Has Been Duly Adopted in Accordance With the Provisions of Section 242 of the General Corporation Law of the State of Delaware. <page> in Witness Whereof, the Undersigned Have Executed This Document and Affirm That the Facts Contained Therein Are True Under Penalties of Perjury. Dated: August 8, 1991 /S/ Ephraim Koschitzki President, Ephraim Koschitzki Attest: /S/ David Savitsky - Secretary, David Savitsky

from 8-A12G ~20 pages Plan of reorganization, merger, acquisition or similar

from 8-A12G ~20 pages Plan of reorganization, merger, acquisition or similar

from SC 13D ~5 pages Plan of reorganization, merger, acquisition or similar