UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PHYSICIANS LASER SERVICES, INC. (f/k/a EXCEL RESOURCES, INC.)
(Name of Registrant as Specified in its Charter)
Delaware
(State or other jurisdiction of incorporation or organization)
13-3188137
(I.R.S. Employer Identification Number)
3200, N. Federal Highway, P.O. Box 907, Boca Raton, FL 33429-0907
(Address of Principal Executive Office)
Employee/Consultant Compensation Plan
(Full title of the plan)
Frank R. Brady, Esq.
Frank Brady, P.A.
370 Camino Gardens Blvd.
Boca Raton, FL 33432
(Name and Address of Agent for Service)
407-338-9256
(Telephone number, including area code, of Agent for Service)
Calculation of Registration Fee:
Title of securities to be reported - COMMON STOCK
Amount to be registered - 350,000 shares
Proposed maximum
offering price per unit - $1.00
Proposed maximum
aggregate offering price - $350,000.00
Amount of registration fee - $120.69<PAGE>
PART I
Item 1. Plan Information. (a)(1) The title of the Plan shall
be the "Employee/Consultant Compensation Plan" and the
name of the Registrant whose securities are to be
offered pursuant to the plan is Physicians Laser
Services, Inc.
(2) The general nature and purpose of the plan is to
pay and satisfy the compensation (in the form of shares
of the Registrant's common stock) owed to certain
officers, consultants and advisors of the Registrant
who have assisted the Registrant in organizing and
making current its filings with the Commission,
marketing the Registrant's mobile laser business,
planning and negotiating for the acquisition of
subsidiary companies for Registrant. The duration of
the plan shall be for a period of one year after the
date of filing of this Form S-8 with the Securities
Exchange Commission. There are no provisions for early
termination of modification of the plan. The plan is
not intended to be any form of tax deferred
compensation or other retirement benefit plan.
Rather, it is intended exclusively for payment of
compensation to officers, consultants and advisors
pursuant to written contracts between such consultants,
advisors or employees and the Registrant or outstanding
obligations of the Registrant to such consultants,
advisors and/or employees predating this Form S-8.
(3) The plan is not an employee retirement benefit plan
and is not subject to any provision of ERISA.
(4) The address and telephone number that may be used
to obtain additional information about the plan being
registered in this Form S-8 is (561) 750-2300. Since
the exclusive purpose of this plan is to provide
compensation (in the form of shares of the Registrant's
capital stock) to the officers, consultants and
advisors of the Registrant, there are no assets of the
plan, nor is there any investment of any funds in the
plan.
(b) (1) The title and total amount of securities to be
offered pursuant to the plan is 350,000 shares of
Registrant's common stock.
(2) The stock offered under the plan has been
registered under section 6 of the Securities Act of
1933 and an order declaring the registration statement
effective pursuant to section 8(a) of the Securities
Act of 1933 has been issued on June 13, 1984. The
Registrant's SEC file number is 2-89401, and the
information contained in the aforesaid registration
statement is hereby incorporated into this Form S-8 by
reference.
(c) Persons and parties who may participate in the plan
include, exclusively: the officers of the Registrant
and its consultants and business advisors who have
assisted the Registrant in applying for its
registration on the NASD bulletin board exchange,
negotiated in behalf of the Registrant with merger
and/or acquisition candidates, provided management
consulting services, legal advice and/or accounting
advice or services to Registrant, provided market
analysis for the Registrant's mobile laser business and
assisted the Registrant in making current all filings
necessary or appropriate under section 15(d) of the
Securities Exchange Act of 1934.
(d) The period of time within which the above described
officers, consultants and advisors may participate in
the plan is one year from the date of filing of this
Form S-8 with the Securities Exchange Commission. The
basis of the price at which the securities may be
purchased is one share of common stock for each $1.00
billed to the Registrant for services rendered by the
officers, consultants and advisors who are eligible to
participate as described in paragraph (c) above for the
bona fide services rendered by such officers, business
consultants and advisors. The securities are not to be
purchased in the open market, but instead, are to be
issued directly by the Registrant. Accordingly, no
commission or other charges are imposed for the
issuance of the shares.
(e) The Registrant has informed its consultants, advisors,
employees and others eligible to participate in the
plan that the shares issued under this plan are
restricted only as provided under and in accordance
with Rules 415 and 701 of the Rules and Regulations
under the Securities Act of 1933, as amended, and as
provided in subparagraphs 1(b), 2 and 3(b) of paragraph
C of the General Instructions to Form S-8.
(f) The plan is not, and is not in any way intended to be,
a "qualified plan" under section 401 of the Internal
Revenue Code. Paragraphs (g), (h), (i) and (j) of Item
1 are inapplicable.
<PAGE>
PART II
Item 3. Incorporation of Documents by Reference. The following
documents are incorporated herein by reference: (a) the
Registrant's registration statement and order declaring
the same to be effective dated June 13, 1984; (b) the
Registrant's latest form 10-QSB filed with the SEC on
May 22, 1996; (c) the Registrant's latest annual report
(Form 10-K for 1995) filed pursuant to section 13(a) or
15(d) of the Securities Exchange Act of 1934 and the
Registrant's audited financial statements for the
period ended October 31, 1995 attached to its Form 10-K
for 1995; and (d) all other reports filed pursuant to
section 13(a) or 15(d) of the Securities Exchange Act
of 1934 since the end of the fiscal year covered by the
documents referred to in (b) above.
Item 4. Description of Securities. (a)(1) The securities
registered under this compensatory benefit plan are the
Registrant's common stock, which bear the exclusive
right to vote on all matters requiring shareholder
approval under the Registrant's bylaws and the right to
receive all dividends declared by the Registrant board
of directors. The Registrant has authorized up to 10
million shares of preferred stock; however, there are
no shares of preferred stock currently issued or
outstanding by the Registrant or any other securities
having a preference on dividends, liquidation or assets
of the Registrant over the rights of the common equity
securities holders.
(2) The Registrant is not including any preferred
stock as part of this plan.
(3) Except as summarized in Item 4(a)(1), there are no
other material rights of the owners of the stock
included in this compensatory benefit plan.
(4) There are no material provisions of the
Registrant's articles of incorporation or bylaws that
may delay, defer or prevent the occurrence of a "Change
in Control".
(b) The Registrant is not offering or including in this
compensatory benefit plan any debt securities.
(c) The Registrant is not offering or including in this
compensatory benefit plan any other securities.
Item 5. Interests of Named Experts and Counsel. The Registrant
has not engaged any "expert" within the meaning of Item
509 of Regulation S-K for the purpose of preparing this
registration statement. The Registrant has engaged
Frank R. Brady, Esq. of the law office of Frank Brady,
P.A., 370 W. Camino Gardens Blvd., Suites 336 & 337,
Boca Raton, Florida 33432 as its "counsel" who is to
receive a substantial interest in the shares of
Registrant's common stock registered under this Form
S-8 in consideration for bona fide services rendered to
Registrant during the six month period preceding the
date of this Form S-8.
Item 6. Indemnification of Directors. The Registrant's
President & CEO and the Chairman of its Board of
Directors is each a controlling person and, pursuant to
their respective employment contracts, each has been
indemnified by the Registrant with respect to errors or
omissions in the performance of their duties as
officers and directors of the Registrant.
Item 7. Exemption from Registration. The Registrant is
claiming an exemption from registration for the
securities constituting part of this compensatory
benefit plan pursuant to Rule 415 and Regulation E,
Rule 701 of the Rules and Regulations under Securities
Act of 1933, as amended. Specifically, in accordance
with paragraph (b)(1)(i) of Rule 701, the Registrant
has established this compensatory benefit plan for the
participation of its employees, directors, officers,
consultants and advisors as compensation for bona fide
services rendered or to be rendered to the Registrant,
and has informed such employees, directors, officers,
consultants and advisors that compensation under this
plan must not be for services rendered in connection
with the offer and sale of securities in a capital
raising transaction.
The Registrant has also claimed an exemption for
reoffers and resales on a continuous and delayed basis
in the future of any restricted securities issued under
this compensatory benefit plan pursuant to general
instruction C of Form S-8 and, in connection therewith,
has prepared a separate reoffer prospectus as a part of
this Form S-8 registration statement.
Item 8. Exhibits. The Registrant has previously filed a
registration statement under section 6 of the
Securities Act of 1933 and an order declaring the
registration statement effective pursuant to section
8(a) of the Securities Act of 1933 has been issued by
the Securities Exchange Commission on June 13, 1984.
The Registrant's SEC file number is 2-89401, and the
stock offered under the plan is the same as has already
been so registered. The information contained in the
aforesaid registration statement is hereby incorporated
into this Form S-8 by reference. As indicated in Item
3 of this Form S-8, the Registrant also incorporates
the Registrant's latest annual report (Form 10-K for
1995) filed pursuant to section 13(a) or 15(d) of the
Securities Exchange Act of 1934 and the Registrant's
audited financial statements for the period ended
October 31, 1995 attached to its Form 10-K for 1995;
and all other reports filed pursuant to section 13(a)
or 15(d) of the Securities Exchange Act of 1934 since
the end of the Registrant's 1995 fiscal year. As
indicated in Item 7 of this Form S-8, the Registrant
also incorporates into this Form S-8 the reoffer
prospectus prepared and filed contemporaneously
with this Form S-8.
Item 9. Undertakings. The Registrant hereby undertakes to
comply, to the extent not previously complied with in
its June 13, 1984 registration statement, all
requirements of Item 512 of Regulation S-B or S-K, as
applicable.
IN WITNESS WHEREOF, pursuant to the requirements of the
Securities Act of 1933, the undersigned officer of the Registrant
hereby certifies that the Registrant has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-
8 and has duly caused this registration statement to be signed in
the name and on behalf of the Registrant by its undersigned duly
authorized officer, in the City of Boca Raton, State of Florida on
this 24th day of June, 1996.
Physicians Laser Services, Inc.
(f/k/a Ex-Cel Resources, Inc.)
By:/s/ Raymond F. Stack, president
and treasurer
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on this 24th day of June, 1996,
constituting the full board of directors of the Registrant.
/s/ Raymond F. Stack, as member of
Registrant's board of directors
/s/ Gerard D. Grau, as a member of
Registrant's board of directors
Reoffer Prospectus, dated as of June 15, 1996
PHYSICIANS LASER SERVICES, INC.
350,000 shares $0.01 par value Common Stock
The securities registered and herein described by this
Prospectus are "restricted securities" as defined in Rule 144 of
the Rules and Regulations under the Securities Act of 1933, as
amended, that are being registered for reoffer and resale for the
account of certain existing security holders of the issuer without
any limitation pursuant to a Form S-8 Registration Statement filed
with the Securities Exchange Commission contemporaneously with this
Prospectus.
Cross reference is hereby made to "Risk Factors" herein for
a discussion of material risks in connection with the purchase of
the captioned securities.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The securities reoffered or resold as described in this
prospectus are to be offered at the current market price at the
time of sale of these securities, as shown on the NASD<PAGE>
Inside Front Cover Page
Available Information: Physicians Laser Services, Inc. is
subject to the informational requirements of section 15(d) of the
Securities Exchange Act of 1934, as amended and, in accordance with
such Act, files reports and other information with the Securities
and Exchange Commission. The reports and other information filed
by Physicians Laser Services, Inc. can be inspected and copied at
the public reference facilities maintained by the Securities and
Exchange Commission in Washington, D.C. and copies of such material
may be obtained from the Public Reference Section of the Securities
Exchange Commission, Washington, D.C. at prescribed rates. The
common stock of Physicians Laser Services, Inc. is listed on the
National Association of Securities Dealers, Inc.'s bulletin board
exchange. Reports and other information concerning Physicians
Laser Services, Inc. can be inspected at the foregoing exchange at
its offices located at 9513 Key West Avenue, Rockville, MD 20850-
3389.
Reports to Security Holders. Physicians Laser Services, Inc.
will provide its registered owners with an annual report of its
financial operations, including financial information that has been
examined and reported upon, with an opinion expressed "by", a
certified public accountant in accordance with generally accepted
accounting principles.
Incorporation by Reference. Any document or part thereof
incorporated into this prospectus by reference but not delivered
herewith shall be provided, without charge, to each person,
including the beneficial owner, to whom a prospectus is delivered,
upon written or oral request of such person made to Physicians
Laser Services, Inc., 3200 N. Federal Highway, P.O. Box 907, Boca
Raton, Florida 33429-0907, Attention Raymond F. Stack, president
(561) 750-2300. <PAGE>
Physicians Laser Services, Inc.
3200 N. Federal Highway
P.O. Box 907
Boca Raton, FL 33429-0907
(561) 750-2300
RISK FACTORS
The shares of common stock of Physicians Laser Services, Inc.
referred to in this prospectus are securities that, but for the
Form S-8 and this reoffer prospectus, would be "restricted
securities" within the meaning of Rule 144 of the Rules and
Regulations under the Securities Act of 1933, as amended ("the 1933
Act"). The securities referred to in this reoffer prospectus are
registered with the United States Securities and Exchange
Commission under Form S-8 for reoffer and resale without
limitation, on a continuous and delayed basis, pursuant to Rule 415
of the Rules and Regulations under the 1933 Act and general
instruction C of Form S-8. Investment in these securities
is speculative or one of high risk due to, among other factors, the
absence of an operating history of Physicians Laser Services, Inc.
(the "Registrant") and the absence of profitable operations in its
1995 fiscal year and first fiscal quarter of 1996.
USE OF PROCEEDS
The shares of common stock of Physicians Laser Services, Inc.
referred to in this prospectus are reoffers and resales of
restricted securities registered with the United States Securities
and Exchange Commission under Form S-8 dated even date with this
Prospectus. Accordingly, the reoffers and/or resales are not
capital raising transactions, and there are no proceeds or net
proceeds to Physicians Laser Services, Inc. from the sale of these
securities.
DETERMINATION OF OFFERING PRICE
The reoffers and resales of restricted shares of common stock
of Physicians Laser Services, Inc. referred to in this Prospectus
are made at the current market price for such stock, as shown on
the NASD bulletin board exchange at the time of sale of these
securities.
DILUTION
There is a substantial disparity between the open market
price of the common equity securities referred to in this
Prospectus that are being registered with the United States
Securities and Exchange Commission under Form S-8 for reoffer and
resale on a continuous and delayed basis and the effective cash
cost to officers, directors, consultants and advisors that are
eligible to participate in this reoffer and resale pursuant to the
Form S-8 registration. For comparison purposes, the effective cash
cost to officers, directors, consultants and advisors for the
securities referred to in this Prospectus is $1.00 per share, while
the open market price for such shares upon reoffer and resale at
the time of filing its Form S-8 is approximately $2.63 per share.
The net tangible book value per share before and after
distribution of the shares is negative 1.72 cents per share and
negative 1.53 cents per share, respectively, based on the
Registrant's most recent Form 10-QSB.
Since the securities referred to in this prospectus are to be
issued as compensation for bona fide services rendered to the
Registrant, and are not issued as a capital raising transaction,
there are no cash payments made by purchasers of the
securities being registered under the Form S-8 to which this
reoffer prospectus relates and the amount of the increase in the
net tangible book value per share attributable to the securities
being so registered for reoffer and resale on a continuous
and delayed basis as described in this Prospectus is zero.
The amount of the immediate dilution from the public offering
price which will be absorbed by the purchasers of the securities
described in this Prospectus is approximately 1/5 of one cent,
based on the Registrant's most receint Form 10-QSB.
SELLING SECURITY HOLDERS
The name, position, office or other material relationship
with Physicians Laser Services, Inc. of the registered owners of
the securities referred to in this Prospectus, and the amount of
common stock owned by each such owner prior to the offering, are as
follows:
Gerard D. Grau
Chairman of the Board of Directors
total no. shares owned - 926,227
shares eligible for reoffer/resale - 52,000
Raymond F. Stack, president and member
of the board of directors
total no. shares owned - 1,233,147
shares eligible for reoffer/resale - 52,000
Harold M. Yanowitch, owner of record of
more than five percent (5%) of the
outstanding shares of Physicians Laser
Services, Inc.
total no. shares owned - 415,000
shares eligible for reoffer/resale - 46,000
Frank R. Brady, Esq.
Secretary of Corporation
total no. shares owned - 30,000
shares eligible for reoffer/resale - 30,000
PLAN OF DISTRIBUTION
The securities registered for reoffers and resales on a
continuous and delayed basis as described in this Prospectus are
not offered through underwriters. Rather, the securities described
herein are to be offered on the NASD bulletin board exchange by and
through Euro-Atlantic Securities, Inc., 4800 N. Federal Highway,
Boca Raton, FL 33431, as market makers for the securities.
DESCRIPTION OF SECURITIES BEING REGISTERED
The securities being registered pursuant to the Form S-8 to
which this Prospectus relates is the $0.01 par value common stock
of Physicians Laser Services, Inc. These securities bear the right
to dividends, if any, declared by the board of directors, but no
rate of dividends has been fixed and dividends are non-cumulative.
These common stock securities also bear the right to vote on all
matters for which shareholders are entitled to vote, the right to
the net assets of the issuer on its liquidation (if any) and other
rights ordinarily attendant or appurtenant to common stock.
INTERESTS OF NAMED EXPERTS AND COUNSEL
Physicians Laser Services, Inc. has not engaged any "expert"
within the meaning of Item 509 of Regulation S-K for the purpose of
preparing the registration statement to which this Prospectus
relates. Physicians Laser Services, Inc. has engaged Frank R.
Brady, Esq., Frank Brady, P.A., 370 W. Camino Gardens Blvd., Suites
336 & 337, Boca Raton, Florida 33432 as its "counsel" who has
received a substantial interest in the shares of the common stock
registered under the Form S-8 to which this Reoffer Prospectus
relates in consideration for bona fide services rendered to
Physicians Laser Services, Inc. during the six month period
preceding the date of this Prospectus and related Form S-8.
MATERIAL CHANGES
No material changes in the Registrant's affairs have occurred
which were not described in a report on Form 10-QSB or Form 8-K
filed with the Security and Exchange Commission.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The Registrant hereby incorporates by this reference the
following: (a) its latest annual report on Form 10-K, which was
filed with the Securities and Exchange Commission on or about April
14, 1996 for the period ended December 31, 1995; (b) its lates
Form 10-QSB, which was filed with the Securities and Exchange
Commission on May 22, 1996; (c) each of its current reports on
Form 8-K filed since the end of Registrant's 1995 fiscal year,
including any amendments thereto, which were filed on or about
March 11, 1996 and May 10, 1996; and (d) all documents subsequently
filed by the Registrant pursuant to sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended after the
date of the registration statement to which this prospectus
relates.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
AND COMMISSION POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES
The registrant's President & CEO and the Chairman of its
Board of Directors is each a controlling person within the meaning
of both the 1933 Act and the 1934 Act and, pursuant to their
respective employment contracts, each has been indemnified by the
registrant with respect to errors or omissions in the performance
of their duties as officers and directors of the registrant.
Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers or persons
controlling the Registrant pursuant the provisions of Item 510 of
Regulation S-K, the Registrant has been informed that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is therefore unenforceable.
UNDERTAKINGS
Pursuant to the requirements of the Securities Act of 1933,
the undersigned officer of the Registrant hereby certifies that the
Registrant has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and Form S-3 and has duly
caused this Reoffer Prospectus to be signed in the name and on
behalf of the Registrant by its undersigned duly authorized
officer, in the City of Boca Raton, State of Florida on this 24th
day of June, 1996.
Physicians Laser Services, Inc.
(f/k/a Ex-Cel Resources, Inc.)
By:/s/ Raymond F. Stack, president
and treasurer
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on this 24th day of June, 1996,
constituting the full board of directors of the Registrant.
/s/ Raymond F. Stack, as member of
Registrant's board of directors
/s/ Gerard D. Grau, as a member of
Registrant's board of directors<PAGE>
Outside back cover
Delivery of Prospectus by Dealers. Until 90 days after the
date of this Prospectus, all dealers effecting transactions in the
common stock of Physicians Laser Services, Inc. registered under
the Form S-8 dated even date with this prospectus, whether or not
participating in this distribution, may be required to deliver a
prospectus. This is in addition to the obligation of dealers to
deliver a prospectus when acting as underwriters and with respect
to their unsold allotments or subscriptions.
TABLE OF CONTENTS
RISK FACTORS .......................................... page 1
USE OF PROCEEDS ....................................... page 1
DETERMINATION OF OFFERING PRICE ....................... page 1
DILUTION .............................................. page 1
SELLING SECURITY HOLDERS............................... page 2
PLAN OF DISTRIBUTION .................................. page 3
DESCRIPTION OF SECURITIES BEING REGISTERED ............ page 3
INTERESTS OF NAMED EXPERTS AND COUNSEL ................ page 3
MATERIAL CHANGES....................................... page 3
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE...... page 3
INDEMNIFICATION OF OFFICERS AND DIRECTORS
AND COMMISSION POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES............................. page 4
UNDERTAKINGS .......................................... page 4
