SC TO-T/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule TO

(Rule 14d-100)

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

Amendment No. 3

EXCEL TECHNOLOGY, INC.

(Name of Subject Company (Issuer))

Eagle Acquisition Corporation

and

GSI Group Inc.

(Names of Filing Persons (Offerors))

Common Stock, par value $0.001 per share

(Title of Class of Securities)

30067T103

(CUSIP Number of Class of Securities)

Daniel J. Lyne, Esq.

GSI Group Inc.

125 Middlesex Turnpike

Bedford, Massachusetts 01730

(781) 266-5700

(Name, Address and Telephone Numbers of Person Authorized

to Receive Notices and Communications on Behalf of Filing Persons)

Copy to:

Kent A. Coit, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

One Beacon Street

Boston, MA 02108

(617) 573-4800

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$385,496,768	$15,151

* For purposes of calculating the filing fee pursuant to Rule 0-11(d) only, the Transaction Valuation was calculated on the basis of (i) the aggregate of 12,046,774 shares of common stock, par value $0.001 per share, of Excel Technology, Inc. outstanding on a fully diluted basis, consisting of: (a) 10,866,561 shares of common stock issued and outstanding, (b) 1,132,809 shares of common stock issuable on or before expiration of the offer pursuant to existing stock options, and (c) 47,404 shares of restricted common stock, and (ii) the tender offer price of $32.00 per Share.

** The filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, is calculated by multiplying the Transaction Valuation by 0.00003930.

x Check the box if any part of the fee is offset as provided by Rule 0-11 (a) (2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $15,151	Filing Party: Eagle Acquisition Corporation and GSI Group Inc.
Form or Registration No.: Schedule TO-T	Date Filed: July 23, 2008

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

x third-party tender offer subject to Rule 14d-1.

¨ issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨

CUSIP Number:

30067T103

This Amendment No. 3 (“Amendment No. 3”) further amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission (the “SEC”) on July 23, 2008, as amended on July 29, 2008 and July 31, 2008 (the “Schedule TO”), by Eagle Acquisition Corporation, a Delaware corporation (“Purchaser”) and an indirect wholly-owned subsidiary of GSI Group Inc., a New Brunswick corporation (“GSI”), and GSI. The Schedule TO relates to the offer by Purchaser to purchase all outstanding shares of common stock, par value $0.001 per share, of Excel Technology, Inc., a Delaware corporation (the “Company”), at a price of $32.00 per share, net to the seller in cash, without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated July 23, 2008 (the “Offer to Purchase”) and in the related Letter of Transmittal, which were annexed to and filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported on the Schedule TO. The information set forth in the Offer to Purchase is incorporated by reference to all the items of this Amendment No. 3.

Item 11. Additional Information.

Item 11 of the Schedule TO is hereby amended and supplemented by adding the following text thereto:

“On August 6, 2008, a purported stockholder of the Company filed a complaint seeking certification of a class action lawsuit in the Supreme Court of the State of New York, County of New York, docketed as Joseph Choquette, v. Antoine Dominic, Steven Georgiev, Donald E. Weeden, Ira J. Lamel, J. Donald Hill and Excel Technology, Inc., Index No. 08/602294 (the “Choquette Action”) against the Company and each of its directors. The Choquette Action purports to be brought individually and on behalf of all public stockholders of the Company. The Choquette Action alleges that the Company’s director defendants breached their fiduciary duties to the Company’s stockholders in connection with the Offer and that each of the defendants aided and abetted such alleged breach of the Company’s director defendants’ fiduciary duties. Based on these allegations, the Choquette Action seeks, among other relief, declaring the action to be a class action, injunctive relief enjoining preliminarily and permanently the Offer and the Merger, rescinding, to the extent already implemented, the Offer and the Merger or any of the terms thereof or awarding rescissory damages, directing that the defendants account to plaintiff and other members of the class for all damages caused by them and account for all profits and any special benefits obtained as a result of a breaches of their fiduciary duties to the purported stockholder and other members of the class, awarding plaintiff the costs of the Choquette Action including a reasonable allowance for the expenses of plaintiff’s attorneys and experts and granting plaintiff and other members of the class such further relief as the court deems just and proper.

“A copy of the complaint in the Choquette Action is attached hereto as Exhibit (a)(5)(A) and is hereby incorporated herein by reference. The foregoing description of the Choquette Action is qualified in its entirety by reference to Exhibit (a)(5)(A) to this Schedule 14D-9.”

Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented to add the following exhibit:

“(a)(5)(A) Complaint filed by Joseph Choquette in the Supreme Court of the State of New York on August 6, 2008”

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

GSI Group Inc.
By:	/s/ Robert L. Bowen
Name:	Robert L. Bowen
Title:	Vice President and Chief Financial Officer
Eagle Acquisition Corporation
By:	/s/ Robert L. Bowen
Name:	Robert L. Bowen
Title:	Treasurer

Dated: August 7, 2008

EXHIBIT INDEX

(a)(1)(A)	Offer to Purchase, dated July 23, 2008*
(a)(1)(B)	Form of Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9)*
(a)(1)(C)	Form of Notice of Guaranteed Delivery*
(a)(1)(D)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees*
(a)(1)(E)	Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees*
(a)(1)(F)	Transcript of Conference Call on July 10, 2008 (incorporated by reference to Schedule TO filed by GSI Group Inc. and Eagle Acquisition Corporation with the Securities and Exchange Commission on July 10, 2008)*
(a)(1)(G)	GSI Group Inc. Investor Presentation (incorporated by reference to the Current Report on Form 8-K filed by GSI Group Inc. with the Securities and Exchange Commission on July 18, 2008)*
(a)(1)(H)	Form of summary advertisement, published July 23, 2008*
(a)(1)(I)	Form of Customer Letter (incorporated by reference to Schedule TO filed by GSI Group Inc. and Eagle Acquisition Corporation with the Securities and Exchange Commission on July 10, 2008)*
(a)(1)(J)	Joint press release issued by GSI Group Inc. and Excel Technology, Inc., dated July 10, 2008 (incorporated by reference to Schedule TO filed by GSI Group Inc. and Eagle Acquisition Corporation with the Securities and Exchange Commission on July 10, 2008)*
(a)(1)(K)	Joint press release issued by GSI Group Inc. and Excel Technology, Inc. on July 29, 2008**
(a)(5)(A)	Complaint filed by Joseph Choquette in the Supreme Court of the State of New York on August 6, 2008
(b)(1)	Form of Indenture (including the Forms of Notes), by and among GSI Group Corporation, as Issuer, GSI Group Inc., as a Guarantor, Eagle Acquisition Corporation, as a Guarantor, and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to the Current Report on Form 8-K filed by GSI Group Inc. with the Securities and Exchange Commission on July 11, 2008)*
(b)(2)	Securities Purchase Agreement, dated as of July 9, 2008, by and among GSI Group Inc., GSI Group Corporation, Tempo Master Fund LP, Hale Capital Partners, LP, Interlachen Convertible Investments Limited, Special Value Opportunities Fund, LLC, Special Value Expansion Fund, LLC, Special Value Continuation Partners, LP, Tennenbaum Opportunities Partners V, LP, Silver Oak Capital, L.L.C., Highbridge International LLC, UBS O’Connor LLC F/B/O: O’Connor Global Convertible Arbitrage Master Limited, UBS O’Connor LLC F/B/O: O’Connor Global Convertible Arbitrage II Master Limited and Liberty Harbor Master Fund I, L.P. (incorporated by reference to the Current Report on Form 8-K filed by GSI Group Inc. with the Securities and Exchange Commission on July 11, 2008)*
(b)(3)	Form of Warrant Agreement (including the Form of Warrant), by and among GSI Group Inc., Tempo Master Fund LP, Hale Capital Partners, LP, Interlachen Convertible Investments Limited, Special Value Opportunities Fund, LLC, Special Value Expansion Fund, LLC, Special Value Continuation Partners, LP, Tennenbaum Opportunities Partners V, LP, Silver Oak Capital, L.L.C., Highbridge International LLC, UBS O’Connor LLC F/B/O: O’Connor Global Convertible Arbitrage Master Limited, UBS O’Connor LLC F/B/O: O’Connor Global Convertible Arbitrage II Master Limited and Liberty Harbor Master Fund I, L.P. (incorporated by reference to the Current Report on Form 8-K filed by GSI Group Inc. with the Securities and Exchange Commission on July 11, 2008)*
(b)(4)	Form of Registration Rights Agreement, by and among GSI Group Inc., Tempo Master Fund LP, Hale Capital Partners, LP, Interlachen Convertible Investments Limited, Special Value Opportunities Fund, LLC, Special Value Expansion Fund, LLC, Special Value Continuation Partners, LP, Tennenbaum Opportunities Partners V, LP, Silver Oak Capital, L.L.C., Highbridge International LLC, UBS O’Connor LLC F/B/O: O’Connor Global Convertible Arbitrage Master Limited, UBS O’Connor LLC F/B/O: O’Connor Global Convertible Arbitrage II Master Limited and Liberty Harbor Master Fund I, L.P. (incorporated by reference to the Current Report on Form 8-K filed by GSI Group Inc. with the Securities and Exchange Commission on July 11, 2008)*
(d)(1)	Agreement and Plan of Merger dated as of July 9, 2008, by and among GSI Group Inc., Eagle Acquisition Corporation and Excel Technology, Inc. (incorporated by reference to the Current Report on Form 8-K filed by GSI Group Inc. with the Securities and Exchange Commission on July 11, 2008)*
(d)(2)	Tender and Support Agreement, dated as of July 9, 2008, by and among GSI Group Inc., Eagle Acquisition Corporation, Antoine Dominic, Alice Varisano, Steven Georgiev, James Donald Hill, Ira Lamel and Donald Weeden (incorporated by reference to the Current Report on Form 8-K filed by GSI Group Inc. with the Securities and Exchange Commission on July 11, 2008)*

(d)(3)	Confidentiality Agreement, dated May 16, 2008, by and between GSI Group Inc. and Excel Technology, Inc.*
(g)	Not applicable
(h)	Not applicable

* Previously filed on July 23, 2008 as an exhibit to the Schedule TO.

** Previously filed on July 29, 2008 as an exhibit to Amendment No. 1 to the Schedule TO.

EX-99.(A)(5)(A)

Exhibit. (a) (5) (A)

SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK.
	X
JOSEPH CHOQUETTE, individually and on behalf	:
of all others similarly situated	:
	:
Plaintiff,	:	Index No. 08/602294
	:
v.	:	CIVIL ACTION
	:
ANTOINE DOMINIC, STEVEN GEORGIEV,	:	CLASS ACTION SUMMONS
DONALD E. WEEDEN, IRA I LAMEL, J.	:
DONALD HILL and EXCEL TECHNOLOGY INC.	:
	:
Defendants.	:
	X

To the above named Defendants:

YOU ARE HEREBY SUMMONED to answer the complaint in this action and to serve a copy of your answer, or, if The complaint is not served with this summons, to serve a notice of appearance, on the plaintiffs attorneys within 20 days after the service of this summons, exclusive of the day of service (or within 30 days after the service is complete if this summons is not personally delivered to you within the State of New York); and in case of your failure to appear or answer, judgment will be taken against you by default for the relief demanded herein.

Dated: August 6, 2008
	LEVI & KORSINSKY, LLP
	/s/ Joseph Levi
	Joseph Levi, Esq
	Juan E. Monteverde, Esq.
	39 Broadway, Suite 1601
	New York, New York 10006
	P. (212)363-7500
	F. (212) 363-7171

TO:	ANTOINE DOMINIC
	STEVEN GEORGIEV
	DONALD E. WEEDEN
	IRA J. LAMEL
	J. DONALD HILL
	EXCEL TECHNOLOGY INC.
	41 RESEARCH WAY
	EAST SETAUKET
	NEW YORK, NY 11733

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SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK
	X
JOSEPH CHOQUETTE, individually and on	:
behalf of all others similarly situated	:
	:
Plaintiff,	:	Index No. 08/602294
	:
v.	:	CIVIL ACTION
	:
ANTOINE DOMINIC, STEVEN GEORGIEV,	:	CLASS ACTION COMPLAINT
DONALD E. WEEDEN, IRA J LAMEL, J.	:
DONALD HILL and EXCEL TECHNOLOGY	:
INC.
	:
Defendants.	:
	X

Plaintiff, by his attorneys, allege upon information and belief, except for his own acts, which are alleged on knowledge, as follows:

1. Plaintiff brings this action on behalf of the public stockholders of Excel Technology Inc. (“Excel” or the “Company”) seeking injunctive and other appropriate relief with respect to a proposed transaction in which GSI Group, Inc. (“GSI”) and Eagle Acquisition Corporation (“Eagle”) plan to acquire all the outstanding shares of Excel through a cash tender offer for $32.00 per share without adequate disclosure (the “Proposed Transaction”).

PARTIES

2. Plaintiff is, and has been at all relevant times, the owner of shares of the common stock of Excel.

3. Excel is a corporation organized and existing under the laws of the State of Delaware, maintains its principal corporate offices at 41 Research Way, East Setauket, New York, 11733, and designs, manufactures, and markets laser systems and electro-

optical components, primarily for industrial and scientific applications. It offers industrial beam-steered laser marking systems, and mechanical marking and engraving systems used for coding, marking, engraving, deep engraving, 3D engraving, and permanent marks on various materials. The company also provides laser micro-machining systems for cutting, drilling, ablating, and other micro machining applications; custom micro-machining systems, such as active and passive resistor trimmers, glove box welders, diamond cutting systems, and sub-micron processing systems; and sealed C02 lasers for cutting, marking, drilling, and other machining applications for various materials. In addition, Excel Technology manufactures galvanometer based optical scanners used in product laser marking and coding, laser machining and welding, high density via hole PCB drilling for the cell phone industry, and for various uses in healthcare industry; and solid-state lasers and ultrafast lasers for science, industry, and original equipment manufacturing uses. Further, the company produces custom precision optical components, such as flying height test disks used in the disk drive industry; and a range of thin film coatings, including edge filters, bandpass filters, hot mirrors, cold mirrors, beamsplitters, neutral density filters, enhanced metallics, polarizer’s, broadband antireflection coatings, V coats, high reflectors, dielectric and metallic mirrors, and scanning mirrors. It also provides electro-optical instrumentation and systems, such as light and color measurement solutions, serving the cathode ray tube/flat panel display, automotive, aerospace, lighting, motion picture, research and development, and related industries. Excel Technology operates in the United States, Europe, and Asia.

4. Defendant Antoine Dominic (“Dominic”) has been Chief Executive Officer of the Company since October 2000 and President and Chief Operating Officer of

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the Company since 1998. He served as Chief Financial Officer of the Company from March 1995 until December 26, 2004 and as a Director of the Company from January 1996 through April 2004 and since December 2006.

5. Defendant Steven Georgiev (“Georgiev”) has been a Director of the Company since 1991.

6. Defendant Donald E. Weeden (“Weeden”) has been a Director of the Company since 2003.

7. Defendant Ira J. Lamel (“Lamel”) has been a Directory of the Company since 2004.

8. Defendant J. Donald Hill (“Hill”) has been Chairman of the Board of Directors since 1996.

9. Defendants referenced in 4 through 8 are collectively referred to as Individual Defendants and/or the Excel Board. The Individual Defendants, as officers and/or directors of Excel, have a fiduciary relationship with Plaintiff and other public shareholders of Excel and owe them the highest obligations of good faith, fair dealing, loyalty and due care.

INDIVIDUAL DEFENDANTS’ FIDUCIARY DUTIES

10. By reason of Individual Defendants’ positions with the Company as officers and/or Directors, they are in a fiduciary relationship with Plaintiff and the other public shareholders of Excel and owe them, as well as the Company, a duty of highest good faith, fair dealing, loyalty and full, candid and adequate disclosure, as well as a duty to maximize shareholder value.

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11. Where the officers and/or Directors of a publicly traded corporation undertake a transaction that will result in either: (i) a change in corporate control, or (ii) a break up of the corporation’s assets, or (iii) sale of the corporation, the Directors have an affirmative fiduciary obligation to obtain the highest value reasonably available for the corporation’s shareholders, and if such transaction will result in a change of corporate control, the shareholders are entitled to receive a significant premium. To diligently comply with their fiduciary duties, the Directors and/or officers may not take any action that:

(a) adversely affects the value provided to the corporation’s shareholders;

(b) favors themselves or will discourage or inhibit alternative offers to purchase control of the corporation or its assets;

(c) contractually prohibits them from complying with their fiduciary duties;

(d) will otherwise adversely affect their duty to search and secure the best value reasonably available under the circumstances for the corporation’s shareholders; and/or

(e) will provide the Directors and/or officers with preferential treatment at the expense of, or separate from, the public shareholders.

12. In accordance with their duties of loyalty and good faith, the Individual Defendants, as Directors and/or officers of Excel, are obligated to refrain from:

(a) participating in any transaction where the Directors or officers’ loyalties are divided;

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(b) participating in any transaction where the Directors or officers receive, or are entitled to receive, a personal financial benefit not equally shared by the public shareholders of the corporation; and/or

(c) unjustly enriching themselves at the expense or to the detriment of the public shareholders.

13. Plaintiff alleges herein that the Individual Defendants, separately and together, in connection with the Proposed Transaction are knowingly or recklessly violating their fiduciary duties, including their duties of loyalty, good faith and independence owed to Plaintiff and other public shareholders of Excel, or are aiding and abetting others in violating those duties.

14. Defendants also owe the Company’s stockholders a duty of truthfulness, which includes the disclosure of all material facts concerning the Proposed Transaction. Defendants are knowingly or recklessly breaching their fiduciary duties of candor and good faith by failing to disclose all material information concerning the Proposed Transaction, and/or aiding and abetting other Defendants’ breaches.

CONSPIRACY, AIDING AND ABETTING AND CONCERTED ACTION

15. In committing the wrongful acts alleged herein, each of the Defendants has pursued, or joined in the pursuit of, a common course of conduct, and acted in concert with and conspired with one another, in furtherance of their common plan or design. In addition to the wrongful conduct herein alleged as giving rise to primary liability, the Defendants further aided and abetted and/or assisted each other in breach of their respective duties as herein alleged.

16. During all relevant times hereto, the Defendants, and each of them, initiated a course of conduct which was designed to and did further Defendants’ wrongful

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efforts to recommend a tender of Excel’s shares and permit GSI and Eagle to attempt to eliminate the public shareholders’ equity interest in Excel without providing the public shareholders with adequate disclosures concerning the transaction. In furtherance of this plan, conspiracy and course of conduct, Defendants, and each of them, took the actions as set forth herein,

17. Each of the Defendants herein aided and abetted and rendered substantial assistance in the wrongs complained of herein. In taking such actions, as particularized herein, to substantially assist the commission of the wrongdoing complained of, each Defendant acted with knowledge of the primary wrongdoing, substantially assisted the accomplishment of that wrongdoing, and was aware of his or her overall contribution to, and furtherance of, the wrongdoing. The Defendants’ acts of aiding and abetting included, inter alia, the acts each of them are alleged to have committed in furtherance of the conspiracy, common enterprise and common course of conduct complained of herein.

CLASS ACTION ALLEGATIONS

18. Plaintiff brings this action on his own behalf and as a class action on behalf of all owners of Excel common stock and their successors in interest, except Defendants and their affiliates (the “Class”).

19. This action is properly maintainable as a class action for the following reasons:

(a) the Class is so numerous that joinder of all members is impracticable. As of August 5, 2008, Excel has approximately 10.86 million shares outstanding.

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(b) questions of law and fact are common to the Class, including, inter alia, the following:

(i) Have the Individual Defendants breached their fiduciary duties owed by them to Plaintiff and the others members of the Class;

(ii) Have the Individual Defendants misrepresented and omitted material facts in violation of their fiduciary duties owed by them to Plaintiff and the other members of the Class; and

(iii) Is the Class entitled to injunctive relief or damages as a result of Defendants’ wrongful conduct.

(c) Plaintiff is committed to prosecuting this action and has retained competent counsel experienced in litigation of this nature.

(d) Plaintiff’s claims are typical of those of the other members of the Class.

(e) Plaintiff has no interests that are adverse to the Class.

(f) The prosecution of separate actions by individual members of the Class would create the risk of inconsistent or varying adjudications for individual members of the Class and of establishing incompatible standards of conduct for Defendants.

(g) Conflicting adjudications for individual members of the Class might as a practical matter be dispositive of the interests of the other members not parties to the adjudications or substantially impair or impede their ability to protect their interests.

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CLAIM FOR RELIEF

20. In a press release dated July 10, 2008, the Company announced that it had entered into an agreement to be acquired by GSI through a cash tender offer at $32.00 per share.

BEDFORD, MA July 10, 2008; GSI Group Inc., (Nasdaq: GSIG) and Excel Technology Inc. (Nasdaq: XtTC) announced today that they have entered into a defimtiye agreement for GSI to acquire Excel in an all-cash transaction for $32,00 per share,, or approximately $360 . million, before fees and transaction costs. The offer price represents a 30.2% premium to the’ average Excel closing share price over the last 30 trading days.

The acquisition will be effected through a cash tender offer for all outstanding shares of Excel common stock at a price of $32,00 per share, followed by a second-step merger in which any untendered shares will be acquired at the same per share price. The boards of directors .of both companies have unanimously approved the transaction. The tender offer is expected to commence on or about July 23, 2008. Subject to customary conditions and regulatory approvals, GSI expects that the transaction will close in the 3 quarter.

GSI intends to pay (he aggregate purchase price through a combination of available cash and .external financing. GSI . and its wholly owned subsidiary, GSI Group Corporation, have entered into definitive agreements with various investors to provide, subject to customary conditions, financing of $210 million for the transaction through the Issuance of senior unsecured notes and warrants. On a non-GAAP cash basis, excluding the impact of any acquisition and purchase accounting related charges, the transaction is expected to be accretive to GSI for the full year 2009.

*

“This acquisition constitutes a major step in the execution of our strategy to expand our presence in our most attractive markets,” said Dr. Sergio Edelstein, President and CEO of GSI. “GSI and Excel have a set of uniquely complementary products, technologies, and distribution

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channels, which will enable the combined company to provide customers with a significantly broader set of solutions.”

Mr. Antoine Dominic, President and Chief Executive Officer of Excel commented; “As the industry evolves, geographical reach and breadth of product offerings become paramount. By joining forces, GSI and Excel will be in a very strong position to accelerate new product introductions and global market penetration. Although Excel has performed quite well independently over the years, this combination rewards our shareholders, creates opportunities for employees and offers more solutions for our customers.”

For the twelve months ended December 31, 2007, Excel reported revenues of $160.0 million and net Income of $17.7 million. For the same period, GSI Group Inc. reported revenues of $317.8 million and net income of $19.0 million.

GSI reaffirmed that its second quarter results will be slightly above the midpoint of the previously stated range with revenue expected between $64.0 million and $68.0 million and earnings per share of approximately two cents. The company expects to release its full second quarter earnings on Thursday, July 31^st, 2008.

UBS Investment Bank acted as exclusive financial advisor and placement agent to GSI Group, Inc. in connection with the transaction. Needham & Company, LLC provided a fairness opinion to Excel’s Board of Directors.

On July 11, 2008, the Company filed a Form 8K with the United States Securities and Exchange Commission (“SEC”) wherein it disclosed the operating Agreement and Plan of Merger for the Proposed Transaction (the “Merger Agreement”).

21. On July 23, 2008, the Company filed a Form 14D-9 Recommendation Statement (“Recommendation Statement”) in support of the Board’s recommendation of the Proposed Transaction. However, Plaintiff did not receive the Recommendation Statement in the mail until August 1, 2008.

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22. The Recommendation Statement fails to provide the Company’s shareholders with material information and/or provides them with materially misleading information, so they are unable to make a fully informed decision about whether or not to tender their shares on or before August 19, 2008. Specifically, the Recommendation Statement is deficient, inter alia, because it;

(a) Fails to disclose if UBS continued to advise the Company regarding pursuing strategic or consolidation opportunities after the merger with Coherent failed on November 1, 2006.

(b) Fails to disclose if the Company engaged an investment bank or financial advisor to assist and counsel regarding the overtures made by the Company to third parties during 2007 regarding a sale of the Company.

(c) Fails to disclose if the Board authorized management, Including Mr. Dominic, to contact third parties to seek a sale of the Company.

(d) Fails to disclose the mechanics and oversight imposed by Board imposed on management, including Mr. Dominic, regarding contacting and negotiating with third parties to seek a sale of the Company.

(e) Fails to disclose the reasons that GSI did not pursue a transaction with the Company when GSI first approached the Company in late 2006.

(f) Fails to disclose the reasons why in December 2007 and January 2008, Mr. Dominic extended an invitation to GSI to offer $34.00 to acquire the Company when the Board had resolved during that same time period to not consider an offer for less than $35.00.

(g) Fails to disclose the reasons the Board reduced the offer to $32.50 from $35.00 and whether the Board relied on the advise of any financial advisor in reaching such decision.

(h) Fails to disclose whether the Company waived any conflicts arising from the fact that UBS advised GSI regarding the Proposed Transaction and advised also the Company in connection with the recent Coherent merger.-

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(i) Fails to disclose the criteria the Company considered in retaining Needham & Company, LLC (“Needham”) to provide a fairness opinion regarding the Proposed Transaction.

(j) Fails to disclose the positions or stock ownership held by Needham in Excel at the time it rendered the fairness opinion and as of today.

(k) Fails to disclose the positions or stock ownership held by Needham in Excel at the time it rendered the fairness opinion and as of today.

(l) Fails to disclose the criteria Needham utilized to select the companies used in the Selected Company Analysis.

(m) Fails to disclose the range of values of the Company’s shares price that Needham calculated based on the multiples Needham derived using the Selected Company Analysis.

(n) Falls to disclose the criteria Needham utilized in selecting the companies used in the Selected Transaction Analysis.

(o) Fails to disclose the range of values of the Company’s shares price that Needham calculated based on the multiples Needham derived using the Selected Transaction Analysis.

(p) Fails to disclose management’s forecasts for 2008 through 2010 that Needham relied on and used to perform the Discount Cash Flow Analysis.

(q) Fails to disclose the criteria Needham used in selecting a wide range of discount rates of 10% to 15% in connection with its Discount Cash Flow Analysis.

23. Plaintiff seeks injunctive and other equitable relief to prevent the irreparable injury that the Company and its shareholders will continue to suffer absent judicial intervention and/or further disclosure by the Company for the shareholders to make an informed decision regarding the Proposed Transaction.

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COUNT I

Breach of Fiduciary Duty – Failure to Disclose

(Against All Individual Defendants)

24. Plaintiff repeats all previous allegations as if set forth in full herein,

25. The fiduciary duties of the Individual Defendants in the circumstances of the Proposed Transaction require them to disclose to Plaintiff and the Class all information material to the decisions confronting Excel’s shareholders,

26. As set forth above, the Individual Defendants have breached their fiduciary duty through materially inadequate disclosures and material omissions.

27. As a result, Plaintiff and the Class members are being harmed irreparably.

28. Plaintiff and the Class have no adequate remedy at law.

WHEREFORE, Plaintiff demands judgment against Defendants jointly and severally, as follows:

(A) declaring this action to be a class action and certifying Plaintiff as the Class representatives and their counsel as Class counsel;

(B) enjoining, preliminarily and permanently, the Proposed Transaction;

(C) in the event that the transaction is consummated prior to the entry of this Court’s final judgment, rescinding it or awarding Plaintiff and the Class rescissory damages;

(D) directing that Defendants account to Plaintiff and the other members of the Class for all damages caused by them and account for all profits and any special benefits obtained as a result of their breaches of their fiduciary duties;

(E) awarding Plaintiff the costs of this action, including a reasonable allowance for the fees and expenses of Plaintiff’s attorneys and experts; and

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(F) granting Plaintiff and the other members of the Class such further relief as the Court deems just and proper.

Dated: August 6, 2008

LEVI & KORSINSKY, LLP

/s/ Joseph Levi

Joseph Levi, Esq.

Juan E. Monteverde, Esq.

39 Broadway; Suite 1601

New York, New York 10006

P. (212) 363-7500

F. (212) 363-7171

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