PHYSICIANS LASER SERVICES, INC.
115 E. BOCA RATON ROAD
BOCA RATON, FL 33432
June 14, 1996
To: Securities and Exchange Commission
Washington, DC 20549
Gentlemen:
Pursuant to your message id number 6-57815 notifying the registrant of the
suspension of the filing of its Form S-8 filed under Accession number
0000740695-96-000004, and your message id number 0-27269 notifying the
registrant of suspension of its correction of suspended filing of accession
number 0000740695-96-000004, this constitutes a correction of the suspended
filing accession numbers 0000740695-96-000004 and 0000740695-96-000006.
Further, this filing constitutes a correction of the Form S-8 inadvertently
filed as a test filing under accession number 0000740695-96-000011. The
filing fee of $103.45 has been previously paid via wire transfer on May
6, 1996.
Very truly yours
/s/Raymond F. Stack
President
PART I
Item 1. Plan Information. (a)(1) The title of the Plan shall be
the "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 the consultants
and advisors of the Registrant who have assisted the
Registrant in marketing, 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 commencing on May 6, 1996. 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 consultants and advisors pursuant to pre-existing written
contracts with such consultants and advisors.
(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 (407) 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 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 500,000 shares of
Registrant's common stock.
(2) The stock offered under the plan has already 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 consultants and business
advisors of the Registrant who have introduced or
arranged for the introduction to the Registrant of, or
who have negotiated in behalf of the Registrant with,
merger and/or acquisition candidates, provided management
consulting services to Registrant and/or provided market
analysis for the Registrant's mobile laser business.
(d) The period of time within which the above described
consultants and advisors may participate in the plan is
one year from May 6, 1996. The basis upon which
the price at which the securities may be purchased is to
be determined is a flat payment of 100,000 shares, plus
an option to purchase 200,000 shares at an exercise price
of $0.50 per share and an option to purchase 200,000
shares at an exercise price of $1.00 per share for the
services rendered pursuant to the attached agreement
between the Registrant and its business consultants and
advisors described in paragraph (c) above. 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 and advisors
eligible to participate in the plan that the shares issued
under this plan are restricted only as provided under and in
accordance with Rule 701 of the Rules and Regulations under
the Securities Act of 1933, as amended.
(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 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, (b) the
Registrant's Form 8K and Form 8K/A filed on March 11, 1996
and April 18, 1996 respectively, and (c) 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 (a)
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 also offering or including in this
compensatory benefit plan other securities, which shall
provide the consultant's and advisors with an option or right
to purchase the Retistrant's common stock at a purchase
price of $0.50 per share for up to 200,000 shares and an
option to purchase an additional 200,000 shares at a
purchase price of $1.00 per share of the Registrant's
common stock.
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.
Item 6. Indemnification of Directors. The Registrant's president
and 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 registrantion for the securities constituting
a part of this compensatory benefit plan pursuant to
Regulation E, Rule 701 of the Rules and Regulations under
Securities Act of 1933, as amended. Specifically, in
accordance with paragraph (b)(ii) of Rule 701, the Registrant
has entered into a written contract relating to the
compensation of the persons entitled to participate in
this compensatory benefit plan. A copy of such written
contract has previously been filed with the Securities and
Exchange Commission as an attachment to the Form 13D filed
on or about October 2, 1995 and incorporated by reference
into the Form 8-K filed by the Registrant on March 11, 1996
and the Form 8-K/A filed by the Registrant on or about April
18, 1996. For purposes of this Item 7, the Registrant's
Form 8-K and Form 8-K/A, including the attached written
contracts relating to the compensation of the persons
entitled to participate in this plan are incorporated into
this Form S-8 by this reference.
Item 8. Exhibits. The Registrant has previously filed a registration
statement under section 6 of the Securities Act of 1933, as
amended and an order declaring such registration statement
to be effective pursuant to section 8(a) of the Securities Act
of 1933, as amended has been issued by the Securities Exchange
Commission on June 13, 1984. The Registrant's SEC file number
2-89401, and the stock offered under this compensatory benefit
plan is the same as has already been so registered. The
information contained in the Registrant's aforesaid registration
statement and SEC order declaring such registration statement
to be effective is hereby incorporated into this Form S-8
by reference. Also incorporated into this Form S-8 by reference
are the forms filed by the Registrant referred to and described
in Item 3 above.
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 Regulation S-K, as applicable.
IN WITNESS WHEREOF, pursuant to the requirements of the Securities
Act of 1933, as amended, 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 a duly authorized officer, in the city of Boca Raton,
State of Florida as of the 6th day of May, 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, as
amended, this registration statement has been signed by the following
persons in the representative capacities specified below on the
6th day of May, 1996, which signatures constitute the approval of the
full board of directors of the Registrant.
/s/ Raymond F. Stack, as a member of
the Registrant's Board of Directors
/s/ Gerard D. Grau, as a member of
the Registrant's Board of Directors
