SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest Event reported): October 30,
1996.
PHYSICIAN'S LASER SERVICES, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 2-89401 13-3188137
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3200 N. Federal Highway #226
P.O. Box 907
Boca Raton, FL 33429-0907
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (561)750-2300
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(Former name or former address, if changed since last report)
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On November 16, 1996, the Registrant filed a Form 8-K Report
with the Securities and Exchange Commission in connection with its
acquisitions (the "Acquisitions") of Mobilase, Inc. ("Mobilase"),
a North Carolina corporation and P.L.S.N.Y., Inc. ("PLSNY"), a New
York corporation. The Acquisitions were reported pursuant to Item
2 of the Registrant's Form 8-K Report. Pursuant to the
instructions of Item 2 of Form 8-K, the Acquisitions did not
constitute a significant amount of the Registrant's assets.
Therefore, the Registrant hereby amends such Form 8-K Report filed
on November 15, 1996 to delete in its entirety the disclosure of
the Acquisitions made pursuant to Item 2 of such Form 8-K and to
insert in its entirety to this Form 8-K/A disclosure of the
Acquisitions pursuant to Item 5.
ITEM 5. OTHER EVENTS.
(a) On October 30, 1996 Physicians Laser Services, Inc. (the
"Registrant") acquired from Howard Holderness, Jr., M.D. and
Richard Snell (collectively the "Mobilase Selling Shareholders")
100% of all of the issued and outstanding stock (1,000 shares) of
Mobilase, Inc. ("Mobilase"), a North Carolina corporation based in
Virginia. Mobilase's assets include, among other things, (i) a
1990 transport van; (ii) a 1996 transport van; and (iii) four (4)
cosmetic surgical lasers, which it leases to physician's offices,
hospitals and medical clinics. Mobilase will continue in its
business of leasing medical lasers as a wholly owned subsidiary of
the Registrant. Richard Snell shall serve as vice president and
chief operating officer of Mobilase pursuant to an employment
agreement with Mobilase entered into on October 18, 1996. Howard
Holderness, Jr. will continue to serve as president of Mobilase.
At this time, Mr. Holderness has not entered into an employment
agreement with either Mobilase or the Registrant to serve as
Mobilase's president, and he receives no compensation as such. No
material relationship exists between the Mobilase Selling
Shareholders and the Registrant or any of its affiliates, any
officer or director of the Registrant, or any associates of any
such director of officer. The Registrant transferred to the
Mobilase Selling Shareholders 238,728 shares ("Base Shares") of
the Registrant's restricted stock, subject to certain conditions
set forth below, in exchange for such Mobilase stock.
Pursuant to the stock purchase agreement, the Base Shares were
derived from a formula relating to Mobilase's projected profit and
loss statement for the period 11/1/96 to 10/31/97. The Base
Shares were derived by multiplying Mobilase's projected income
before taxes by five (5) and then dividing the product by $2.00.
Within 90 days of 10/31/97, the Base Shares shall be adjusted
("Adjusted Base Shares") to the extent that if Mobilase's income
before taxes increases or decreases, then the Base Shares shall be
adjusted accordingly pursuant to the same above-mentioned formula.
Such adjustment shall be limited to an increase or decrease of
50%. Within 90 days of 10/31/98, the Adjusted Base Shares shall
be adjusted to the extent that if Mobilase's income before taxes
increases or decreases, then the Adjusted Base Shares shall be
adjusted accordingly pursuant to the same above-mentioned formula.
Such adjustment shall be limited to an increase or decrease of
50%. An equitable adjustment is also provided for in the event
the Registrant's shares trade at less than $3.00 per share
averaged over the previous 20 trading days. The adjustment shall
be equal to the proportionate amount that the Registrant's shares
are trading below $3.00 per share. There shall be no adjustment
if the Registrant's shares are trading above $3.00 per share. As
of the date hereof, the Registrant's shares are trading below
$3.00 and such adjustment to the base shares has been made. Also,
for the Mobilase Selling Shareholders to be eligible for any
additional shares of the Registrant provided for in the first and
second adjusted base periods, Richard Snell must be an employee of
the Registrant in good standing in accordance with his employment
contract at the time the above adjustments are made.
(b) On November 4, 1996 the Registrant acquired from Mark
Pinter and Jonah Yavne (collectively the "PLSNY Selling
Shareholders") 100% of all of the issued and outstanding stock
(100 shares) of P.L.S.N.Y., Inc. ("PLSNY"), a New York corporation
based in New York. PLSNY presently leases its business assets
which include, among other things, (i) a 1995 leased transport
truck; (ii) a Coherent Ultrapulse CO2 5000 C Aesthetic 117
surgical laser; (iii) a Truespot Collimated Handpiece; (iv) an
Aesthetic Preceptorship Trng; and (v) a Computer Pattern
Generator. The Registrant has agreed to jointly assume with PLSNY
the lease obligations of the above-mentioned equipment. PLSNY
will continue in its business of leasing medical lasers to
physician's offices, hospitals and medical clinics as a wholly
owned subsidiary of the Registrant, and Mark Pinter shall serve as
president and chief operating officer of PLSNY pursuant to an
employment agreement with PLSNY entered into on September 24,
1996. No material relationship exists between the PLSNY Selling
Shareholders and the Registrant or any of its affiliates, any
officer or director of the Registrant, or any associate of any
such director or officer. The Registrant transferred to the PLSNY
Selling Shareholder's affiliates 325,066 shares ("Base Shares") of
the Registrant's restricted stock, subject to certain conditions
set forth below, in exchange for such PLSNY stock.
Pursuant to the stock purchase agreement, the Base Shares were
derived from a formula relating to PLSNY's projected profit and
loss statement for the period 11/1/96 to 10/31/97. The Base
Shares were derived by multiplying PLSNY's projected income before
taxes by five (5) and then dividing the product by $2.00. Within
90 days of 10/31/97, the Base Shares shall be adjusted ("Adjusted
Base Shares") to the extent that if PLSNY's income before taxes
increases or decreases, then the Base Shares shall be adjusted
accordingly pursuant to the following formula. Such excess or
deficient income shall be multiplied by 2.5, then the product
shall be divided by $2.00. Within 90 days of 10/31/98, the
Adjusted Base Shares shall be adjusted to the extent that if
PLSNY's income before taxes increases or decreases, then the
Adjusted Base Shares shall be adjusted accordingly pursuant to the
same above-mentioned formula. An equitable adjustment is also
provided for in the event the Registrant's shares trade at less
than $3.00 per share averaged over the previous 20 trading days.
The adjustment shall be equal to the proportionate amount that the
Registrant's shares are trading below $3.00 per share. There
shall be no adjustment if the Registrant's shares are trading
above $3.00 per share. As of the date hereof, the Registrant's
shares are trading below $3.00 and such adjustment to the base
shares has been made. Also, for the PLSNY Selling Shareholders,
or their affiliates, to be eligible for any additional shares of
the Registrant provided for in the first and second adjusted base
periods, Mark Pinter must be an employee of the Registrant in good
standing in accordance with his employment contract at the time
the above adjustments are made.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934,
the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Physicians Laser Services, Inc.
By: /s/Raymond F. Stack
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Raymond F. Stack, President
Dated March 27, 1997