SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 11, 1997.
PHYSICIANS LASER SERVICES, INC.
- - ------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 2-89401 13-3188137
- - ------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3200 North Federal Highway No. 226
P.O. Box 907, Boca Raton, FL 33429-0907
- - ------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (561) 750-2300
N/A
- - -----------------------------------------------------------------
(Former name or former address, if changed since last report)
Item 4. Changes in Registrant's Certifying Accountant.
(a) On January 13, 1997, pursuant to a special meeting of the
Board of Directors (the "Board") of Physicians Laser Services, Inc.
(the "Registrant"), the Board discharged Robert M. Shindler, CPA,
P.A. ("Shindler") as the Registrant's independent certifying
accountant and engaged the accounting firm of Ahearn, Jasco +
Company, P.A. ("AJC"), as its independent certifying accountants
for the year ended December 31, 1996.
Shindler's report on the financial statements for the year
ended December 31, 1995 contained no adverse opinion or disclaimer
of opinion and was not qualified or modified as to uncertainty,
audit scope or accounting principles. However, Shindler has
withdrawn his auditor's report on those statements effective
January 13, 1997. No audited report on the financial statements
for the year ended December 31, 1994 was provided by Shindler or
any other independent certifying accountant because during that
time, the Registrant was a development stage company with no
operations and engaged in no business.
During Shindler's audit of the year ended December 31, 1995,
there were no disagreements with Shindler on any matter of
accounting principles or practices, financial statement disclosure,
or auditing scope or procedure or any reportable events. The
Registrant has not engaged Shindler for any services after he
issued his opinion dated April 10, 1996. Management of the
Registrant has concluded, and the Board concurs, that the financial
statements for December 31, 1995, as reported on by Shindler, are
not in accordance with generally accepted accounting principles.
Shindler has withdrawn his auditor's report on those statements
effective January 13, 1997. See Item 5 below.
The Registrant has disclosed to Shindler the statements made
in this Form 8-K to be filed with the Securities and Exchange
Commission and has requested that Shindler furnish it with a letter
addressed to the SEC stating whether Shindler agrees with the
statements contained herein. A copy of Shindler's letter to the
SEC and his statements regarding the withdrawal of his auditor's
report, dated January 13, 1997, is filed as Exhibit 3 to this Form
8-K.
(b) As stated in (a) above, the Board engaged AJC as its
independent certifying accountants for the year ended December 31,
1996. In conjunction with the termination of Shindler and the
Registrant's notification to Shindler of the issues described in
Item 5 below, pursuant to a letter to the Registrant dated January
13, 1997, Shindler withdrew his auditor's report on the 1995
financial statements effective January 13, 1997, and declined any
further involvement with the Registrant's 1995 financial
statements. As a result, AJC was engaged to perform an audit of
the Registrant's restated 1995 financial statements.
On January 6, 1997, in anticipation of changing the
Registrant's independent certifying accountants, for reasons
unrelated to the information discussed in this Form 8-K, management
interviewed AJC and provided them with copies of the Registrant's
prior SEC filings and other documentation for review. On January
10, 1997, a representative of AJC informed the Registrant's
President that, based on the information reviewed, AJC had reason
to believe that the Registrant may have incorrectly accounted for
certain acquisitions.
At the request of the Registrant's President, a conference
call was held the next day on January 11, 1997 to discuss the
issues involved. During this conference call, management concluded
that its use of the pooling of interests method of accounting to
account for two acquisitions (Ex-Cel Resources, Inc. in November
1995, and United Laser Systems, Inc. in May 1996) was incorrect,
and that the purchase method of accounting should have been applied
to these transactions. As a result of the conclusion that the
accounting for the acquisitions was incorrect, management dismissed
its certifying accountants, and engaged AJC to audit the
Registrant's 1996 financial statements and restated financial
statements for 1995.
The Registrant has disclosed to AJC the statements made in
this Form 8-K and has requested that AJC furnish it with a letter
addressed to the SEC containing any new information, clarification
of the Registrant's expression of its views, or the respects in
which it does not agree with the statements made in response to
this item. A copy of AJC's letter to the SEC and their statements
regarding the above, dated January 14, 1997, is filed as Exhibit 4
to this Form 8-K.
Item 5. Other Events.
On January 6, 1997, in anticipation of changing the
Registrant's independent certifying accountants, for reasons
unrelated to the information discussed in this Form 8-K, management
interviewed AJC and provided them with copies of the Registrant's
prior SEC filings and other documentation for review. On January
10, 1997, a representative of AJC informed the Registrant's
President that, based on the information reviewed, AJC had reason
to believe that the Registrant may have incorrectly accounted for
certain acquisitions.
At the request of the Registrant's President, a conference
call was held the next day on January 11, 1997 to discuss the
issues involved. During this conference call, management concluded
that its use of the pooling of interests method of accounting to
account for two acquisitions (Ex-Cel Resources, Inc. in November
1995, and United Laser Systems, Inc. in May 1996) was incorrect and
that the purchase method of accounting should have been applied to
these transactions. As a result of the conclusion that the
accounting for the acquisitions was incorrect, management
implemented the following corrective action plan:
1. As soon as practicable, notify the SEC and the investing
public that the Registrant will restate its financial statements
for the year ended December 31, 1995, and for the quarters ended
March 31, 1996, June 30, 1996, and September 30, 1996. (This
notification will be completed through the filing of this Form 8-K
and through the concurrent issuance of a general press release.)
2. To dismiss its certifying accountants, and to engage new
accounts to audit the 1996 financial statements, and to audit the
restated financial statements for 1995. (See Item 4 above).
3. To amend its Forms 10-QSB for the first three quarters of
1996, and to amend its Form 10-K for 1995. The re-accounting and
auditing necessary to complete these amendments is in process.
Management expects to issue amended Forms 10-QSB and Form 10-K, and
corrected financial statements, simultaneously with the filing of
its 1996 Form 10-KSB.
The change from the use of the pooling of interests method to
the purchase method of accounting for these acquisitions will have
a significant effect on the financial statements of the Registrant.
Financial statement elements that are expected to change include
the following:
a. An elimination of the deficit of Ex-Cel Resources, Inc.
at the date of acquisition which amounts to about $160,000;
b. The recording of goodwill (which is the excess of the
purchase price paid over net assets required) for both
acquisitions, and the resulting charge to earnings for amortization
of such goodwill;
c. An expected increase in the amount of shareholders'
equity of the Registrant for the fair value of stock issued to
complete the acquisitions.
The Directors and management of the Registrant strongly advise
users of its financial statements to consider the above facts and
events and avoid relying on the previously issued (and now
recalled) financial statements.
EXHIBITS.
1. Registrant's termination letter to Shindler dated January
13, 1997.
2. Shindler's response letter to Registrant dated January 13,
1997.
3. Shindler's letter to SEC dated January 13, 1997, concurring
with statements contained in Item 4 herein.
4. New certifying accountant's comment letter, dated January
14, 1997 concurring with statements contained in Item 4
herein.
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, President
Dated January 14, 1997
EXHIBIT 1
PLSI
Physicians Laser Services, Inc. supplying laser technology
3200 N. Federal Highway to medical practitioners
No. 226, P.O. Box 907 ---------------------------
Boca Raton, FL 33429-0907
Tel: 561 750-2300
Fax: 561 750-8840
M E M O R A N D U M
DATE: January 13, 1997
TO: Robert M. Shindler, CPA Via FAX: 941-922-3619
FROM: Raymond F. Stack
President
Dear Mr. Shindler,
Effective today, you are terminated as our certifying accountant.
We have engaged the firm of Ahearn, Jasco + Company, P.A., as our
new independent certifying accountant.
On January 11, 1997, the management of the Company concluded that
our financial statements for the year ended December 31, 1995, and
for the quarters ended March 31, 1996, June 30, 1996, and September
30, 1996, are not in accordance with generally accepted accounting
principles. These financial statements will need to be re-issued
by the Company. The primary reason for the re-issuance of these
statements is to correct the method of accounting used to record
various mergers and acquisitions.
Sincerely,
/s/
Raymond F. Stack
President
the first publicly traded mobile medical laser company (PHLZ)
EXHIBIT 2
Robert M. Shindler, CPA, P.A.
================================================================
January 13, 1997
Physician Laser Services, Inc.
3200 North Federal Highway 226
P.O. Box 907
Boca Raton, FL 33429-0907
Dear Mr. Stack:
I am in receipt of your letter of January 13, 1997, in which you
have terminated my firm as the independent certifying accountant.
In conjunction, with our dismissal, you have informed me of your
belief that the 1995 financial statements, upon which we reported,
are not in accordance with Generally accepted accounting
Principles. We, therefore, withdraw our 1995 Auditors Report.
Toward this end, we do not wish to be responsible to reissue the
1995 opinion, and suggest that your company take all necessary
actions that are appropriate under the circumstances.
Very truly yours,
/s/
Robert M. Shindler
RMS/mz
3646 Benova Oaks Drive Sarasota, FL 34238
162 Rte. 34N Suite 170 Matawan, NJ 07747
EXHIBIT 3
Robert M. Shindler, CPA, P.A.
================================================================
January 13, 1997
Securities and Exchange Commission
Washington DC 20549
Gentlemen:
We were previously principal accountants for Physician's Laser
Services, Inc. ("PLS") and on April 10, 1996 we reported on the
consolidated financial statement of PLS as of and for the year
ended December 31, 1995. On January 13, 1997, we were dismissed as
principal accountants of PLS. In conjunction, with our dismissal,
the Company has informed us of its belief that the 1995 financial
statements, upon which we reported, are not in accordance with
Generally Accepted Accounting Principles. We, therefore, withdraw
our 1995 Auditor's Report. We advise that the company take all
necessary actions that are appropriate under the circumstances.
We have read PLS statement included under Item 4 of its Form 8-K
for January 13, 1997 and we agree with such statements.
Very truly yours,
/s/
Robert M. Shindler
RMS/mz
3646 Benova Oaks Drive Sarasota, FL 34238
162 Rte. 34N Suite 170 Matawan, NJ 07747
EXHIBIT 4
AHEARN JASCO + COMPANY
190 Southeast 19th Avenue
Pompano Beach, Florida 33060
January 14, 1997
Securities and Exchange Commission
Washington, DC 20549
Gentlemen:
We have been requested by Physicians Laser Services, Inc. to
comment on statements made in its Form 8-K, date of such report
being January 11, 1997. We have read the statements made under
Item 4 and Item 5 of this report, and for those statements about
which we have any knowledge, we agree with such statements.
/s/
Ahearn, Jasco + Company, P.A.