Item 1. Change of Control. NONE.
Item 2. Acquisition or Disposition of Assets. The Registrant has
signed and entered into a contract for the acquisition of
all outstanding shares of common stock ("Stock Purchase
Agreement") of a closely held Connecticut corporation
known as United Laser Systems, Inc. ("ULS"), which is the
successor corporation to United Laser Systems, LLC. ULS
acquired all assets and assumed all liabilities of United
Laser Systems, LLC as of April 17, 1996 and prior to
signing the Stock Purchase Agreement.
The closing of Registrant's acquisition of ULS's stock
under the Stock Purchase Agreement is to take place
within 10 days after receipt by the Registrant of audited
financial statements for ULS's predecessor, United Laser
Systems, LLC for its 1995 tax year. The Registrant
anticipates receipt of such audited financial statements
on or about May 31, 1996. A copy of such Stock Purchase
Agreement, containing pro-forma financial information of
the acquired company, is attached hereto as an exhibit.
Upon completion of the closing of the Stock Purchase
Agreement, ULS will be and became, and will continue its
operations as, a wholly owned subsidiary of the
Registrant.
The Stock Purchase Agreement provides for the reversal
and avoidance of the acquisition if either of the
following conditions subsequent occurs: (i) the
Registrant is unable to raise $150,000 as working capital
funds for the operations of ULS as a subsidiary of the
Registrant within 90 days after the receipt by Registrant
of audited financial statements for ULS's predecessor,
United Laser Systems, LLC; and (ii) within 20 days after
the execution of delivery of the Stock Purchase
Agreement, either party determines that the financial and
other information exchanged between the Registrant and
ULS in furtherance of the Agreement is contrary to the
representations made in the Stock Purchase Agreement by
ULS and/or the Registrant.
Item 3. Bankruptcy or Receivership. NONE.
Item 4. Changes in Registrant's Certifying Accountants. NONE.
Item 5. Other Events. On or about March 31, 1996, the
Registrant issued eleven separate options for the
purchase of its common stock, which shall be "restricted
securities" as defined in Rule 144(a)(3) of the General
Rules under the Securities Act of 1933, as amended, to
the individuals and corporations whose names and
addresses are shown on the attached Schedule I. These
options were granted by the Registrant (though not
issued) on varying dates between January 2, 1996 and
March 31, 1996 and are referred to and described in Item
7 of the Registrant's Form 10-K for its fiscal year ended
December 31, 1995, as a basis for an increase of
Registrant's liquidity upon their exercise by the owners
of such options.
As of May 1, 1996, the Registrant changed the address of
its principal office, which is now located at 115 E. Boca
Raton Road, Boca Raton, FL 33432.
Item 6. Resignation of Directors. NONE.
Item 7. Financial Statements and Exhibits. It is impracticable
to provide the financial statements for the business of
ULS, the acquisition of which will be completed upon the
closing of the Stock Purchase Agreement referred to and
described in Item 2 above without unreasonable effort or
great expense at the time of filing the original of this
Form 8-K. Registrant anticipates that the required
financial statements will be filed with the Commission on
or about May 31, 1996 when Registrant receives the same
pursuant to the Stock Purchase Agreement. The unaudited,
pro-forma financial statements of ULS are attached hereto
as part of the Stock Purchase Agreement included in
composite Exhibit A hereto.
Item 8. Change in Fiscal Year. NONE.
IN WITNESS WHEREOF, pursuant to the requirements of the
Securities Act of 1934, the Registrant has duly caused this report
to be signed in the name and on behalf of the Registrant in the
City of Boca Raton, State of Florida on this 10th day of May, 1996.
Physicians Laser Services, Inc.
f/k/a Ex-Cel Resources, Inc.
By:/s/ Raymond F. Stack
Raymond F. Stack, president
SCHEDULE I
Gary L. and Karen Waterman
5238 Windsor Park Drive
Boca Raton, FL 33496
5,000 at $1.00 per share
Americo and Barbara Centocanti
706 Tyler Street
Hollywood, FL 33019
5,000 at $1.00 per share
Richard Bentancourt
6183 S.W. 6th Street
Margate, FL 33068
7,500 at $1.00 per share
Roman and Ofra Fisher
705 Poinciana Drive
Fort Lauderdale, FL 33301
40,000 at $0.25 per share
50,000 at $0.50 per share
Euro Atlantic Securities, Inc.
4800 N. Federal Highway
Suite 303A
boca Raton, FL 33431
25,000 at $2.00 per share
Kathleen and Fred Windridge
2 Isla Bahia Terrace
Fort Lauderdale Beach, FL
50,000 at $1.00 per share
Margaret Cousineau
3400 Gulfshore Blvd.
Naples, FL 33940
1,000 at $1.00 per share
Patrick G. Farnand
100 Ferndale Green
Wyazata, MN 55391
10,000 at $1.00 per share
Brian C. Smith
1606 N.E. 18th Avenue
Fort Lauderdale, FL 33305
100,000 at $1.00 per share
Michael Nissenbaum
1811 S.E. 21st Avenue
Pompano Beach, FL 33062
5,000 at $1.00 per share
Dorothy A. Ison
121 St. Croix Avenue
Cocoa Beach, FL 32931
2,000 at $1.00 per share