


                       ---------------------------------
                                  OMB APPROVAL
                       ---------------------------------
                             OMB Number: 3235-0145
                           Expires: December 31, 1997
                            Estimated average burden
                           hours per response...14.90
                       ---------------------------------

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13D


                    Under the Securities Exchange Act of 1934
                                (Amendment No. )*



                                ARC Capital, Inc.
                                (Name of Issuer)


                              Class A Common Stock
                         (Title of Class of Securities)


                                   002044 10 5
                                 (CUSIP Number)


      Alan Steel, 2067 Commerce Drive, Medford, Oregon 97504, 541-776-7700
   (Name, Address and Telephone Number of Person Authorized to Receive Notices
                               and Communications)


                                January 10, 1997
             (Date of Event which Requires Filing of this Statement)


     If the filing  person has  previously  filed a statement on Schedule 13G to
report the acquisition  which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box  .

     Check the  following box if a fee is being paid with the statement . (A fee
is not required only if the reporting  person:  (1) has a previous  statement on
file  reporting  beneficial  ownership of more than five percent of the class of
securities  described  in Item 1;  and (2) has  filed  no  amendment  subsequent
thereto reporting  beneficial  ownership of five percent or less of such class.)
(See Rule 13d-7.)

     Note: Six copies of this statement, including all exhibits, should be filed
with the  Commission.  See Rule 13d-1(a) for other parties to whom copies are to
be sent.

     *The  remainder  of this cover  page  shall be filled  out for a  reporting
person's  initial  filing on this  form with  respect  to the  subject  class of
securities,  and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.

     The  information  required on the remainder of this cover page shall not be
deemed to be "filed"  for the purpose of Section 18 of the  Securities  Exchange
Act of 1934 ("Act") or otherwise  subject to the  liabilities of that section of
the Act but shall be subject to all other  provisions of the Act  (however,  see
the Notes).

                              Exhibit Index at Page 4
                                SEC 1746 (12-91)

<PAGE>


                                  SCHEDULE 13D

--------------------------------------------------------------------------------
CUSIP No.  002044 10 5
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
     1    NAME OF REPORTING PERSON
          S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

          William J. Young
--------------------------------------------------------------------------------
     2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                       (a)
                                                                       (b)

--------------------------------------------------------------------------------
     3    SEC USE ONLY


--------------------------------------------------------------------------------
     4    SOURCE OF FUNDS*
          OO
--------------------------------------------------------------------------------
     5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
          ITEMS 2(d) or 2(E)

--------------------------------------------------------------------------------
     6    CITIZENSHIP OR PLACE OF ORGANIZATION

          United States of America
--------------------------------------------------------------------------------
                                   7    SOLE VOTING POWER

                                        1,500,000
                            ----------------------------------------------------
         NUMBER OF                 8    SHARED VOTING POWER
          SHARES
       BENEFICIALLY                     63,500
       OWNED BY EACH
         REPORTING
        PERSON WITH
                            ----------------------------------------------------
                                   9    SOLE DISPOSITIVE POWER

                                        1,500,000
                            ----------------------------------------------------
                                  10    SHARED DISPOSITIVE POWER

                                        63,500
--------------------------------------------------------------------------------
     11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          1,563,500
--------------------------------------------------------------------------------
     12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*


--------------------------------------------------------------------------------
     13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

          11.4%
--------------------------------------------------------------------------------
     14   TYPE OF REPORTING PERSON*

          IN
--------------------------------------------------------------------------------

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!
          INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
       (INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION

<PAGE>


Item 1.  Security and Issuer.

         This report relates to the Class A Common Stock,  no par value,  of ARC
Capital, Inc. a California  corporation (the "Issuer").  The principal executive
officers are:


     Name                    Address                       Title

William J. Young        2067 Commerce Drive       Chairman, President and Chief
                        Medford, OR 97504         Executive Officer

Alan Steel              2067 Commerce Drive       Vice President Finance and
                        Medford, OR 97504         Chief Financial Officer


Item 2.  Identity and Background.

     (a)  The person filing this statement is William J. Young.

     (b) The principal  business  address of Mr. Young is 2067  Commerce  Drive,
Medford, Oregon 97504.

     (c) Mr. Young's principal occupation is Chairman,  President and CEO of ARC
Capital,  Inc., which engages in the business of manufacturing  automated visual
recognition and defect removal equipment, and the principal executive offices of
which are located at 2067 Commerce Drive, Medford, Oregon 97504.

     (d) Mr.  Young has not,  during the last five years,  been  convicted  in a
criminal proceeding (excluding traffic violations or similar misdemeanors).

     (e) Mr.  Young  was not,  during  the last five  years,  a party to a civil
proceeding of a judicial or administrative  body of competent  jurisdiction as a
result of which he was  subject to a judgment,  decree or final order  enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws.

     (f) Mr. Young is a citizen of the United States.

Item 3.  Source and Amount of Funds or Other Consideration.

     The  Company  issued  to Mr.  Young,  in  recognition  of his good work and
service in  management of the Company,  shares of Class A Common Stock  ("Common
Stock")  and  options  to  purchase   shares  of  Common  Stock.  No  additional
consideration has been provided at this time. However,  the terms of the options
covering  500,000  shares of Common Stock provide for an exercise price of $1.00
per share. See Section 1 of the Incentive Stock Option Agreement attached hereto
as Exhibit B and  incorporated  herein by  reference.  See also Section 1 of the
Nonqualified   Stock  Option   Agreement   attached  hereto  as  Exhibit  C  and
incorporated herein by reference. In addition, the lapse of certain restrictions
covering 952,000 shares of Common Stock is conditioned upon the payment of $1.80
per share.  See Sections 2 and 3 of the ARC Capital  Restricted  Stock Agreement
attached  hereto as Exhibit A and  incorporated  herein by reference.  Mr. Young
purchased Class A and Class B Warrants,  which are publicly traded,  on the open
market using his personal  funds.  No portion of such funds were  borrowed.  The
Class A Warrants are convertible into 7,000 shares of Common Stock, which have a
conversion  price of $2.84 per share,  and 5,000 Class B  Warrants.  The Class B
Warrants,  including the 5,000 Class B Warrants  received upon conversion of the
Class A Warrants, are convertible into 77,000 shares of Common Stock, which have
a  conversion  price of $4.17 per share.  Mr.  Young has also  purchased  27,500
shares of Common Stock on the open market using his personal  funds.  No portion
of such funds were borrowed.

Item 4.  Purpose of Transaction.

     Pursuant to its 1997 Restricted Stock Plan and 1994 Stock Option Plan, each
of which meets the requirements of Rule 16b-3 of the Securities  Exchange Act of
1934, as amended (the "Exchange  Act"),  the Issuer has issued shares of Class A
Common Stock ("Common Stock") and options exercisable for shares of Common stock
to certain employees, including Mr. Young, in recognition of their good work and
service,  and as an incentive  to remain in the employ of the Issuer.  Mr. Young
has acquired such securities for purposes of investment.

     Mr.  Young has also  acquired  shares of Common  Stock,  as well as Class A
Warrants and Class B Warrants which are convertible into shares of Common Stock,
on the open market for purposes of investment.  Depending upon market conditions
and other factors that Mr. Young deems material to his investment decision,  Mr.
Young may purchase  additional shares of Common Stock or other securities of the
Issuer in the open market,  in private  transactions or from the Issuer,  or may
dispose of all or a portion of the shares of Common Stock or other securities of
the Issuer that he now owns or hereafter  may  acquire.  Other than as set forth
above, Mr. Young has no plans or proposals which relate to or would result in:

     (a) The  acquisition by any person of additional  securities of the Issuer,
or the disposition of securities of the Issuer;

     (b)  An   extraordinary   corporate   transaction,   such   as  a   merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;

     (c) A sale or transfer of a material  amount of assets of the Issuer or any
of its subsidiaries;

     (d) Any change in the  present  board of  directors  or  management  of the
Issuer,  including  any  plans or  proposals  to  change  the  number or term of
directors or to fill any existing vacancies on the board;

     (e) Any material change in the present capitalization or dividend policy of
the Issuer;

     (f) Any  other  material  change  in the  Issuer's  business  or  corporate
structure;

     (g) Changes in the Issuer's  charter,  bylaws or instruments  corresponding
thereto or other  actions  which may impede  the  acquisition  of control of the
Issuer by any person;

     (h)  Causing a class of  securities  of the  Issuer to be  delisted  from a
national  securities  exchange or to cease to be  authorized  to be quoted in an
inter-dealer quotation system of a registered national securities association;

     (i) A class of  equity  securities  of the  Issuer  becoming  eligible  for
termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or

     (j) Any action similar to any of those enumerated above.

Item 5.  Interest in Securities of the Issuer.

     (a) Mr. Young is the  beneficial  owner of 1,563,500  shares of the Class A
Common Stock of the Issuer, constituting 11.4% of such class.

     (b) Mr. Young has sole power to vote,  direct the vote of,  dispose of, and
direct the  disposition of 1,500,000 of the shares  described in (a) above,  and
has  shared  power  to  vote,  direct  the  vote of,  dispose,  and  direct  the
disposition of 63,500 of the shares described in (a) above.

     (c) Not applicable.

     (d) The dividends and proceeds from disposition of 39,500 shares of Class A
Common Stock  beneficially  owned by Mr. Young are held in trust for the benefit
of a third person.

     (e) Not applicable.

     Item  6.  Contracts,  Arrangements,  Understanding  or  Relationships  with
Respect to Securities of the Issuer.

     952,000 shares of Class A Common Stock  beneficially owned by Mr. Young are
subject to the ARC Capital  Restricted  Stock  Agreement  dated January 10, 1997
between Mr.  Young and the Issuer,  attached  hereto as Exhibit A. The  relevant
sections affecting such securities are Section 2 "Restrictions; Forfeitability,"
Section 3 "Payment  When  Restrictions  Lapse,"  Section 5  "Nontransferability;
Legend," and Section 7 "Dissolution  of the Company."  434,781 shares of Class A
Common Stock  underlying  options owned by Mr. Young and exercisable  within the
next 60 days are subject to certain  restrictions  in the Incentive Stock Option
agreement dated February 5, 1995 between William Young and the Issuer,  attached
hereto as Exhibit B. The relevant sections affecting such securities are Section
6 "Nontransferability,"  Section 9 "Restrictions on Transfer of Shares," Section
12 "Sale or other Disposition," and Section 13 "180-Day Holdback." 65,219 shares
of Class A Common Stock  underlying  options owned by Mr. Young and  exercisable
within the next 60 days are subject to certain  restrictions in the Nonqualified
Stock Option  Agreement dated February 5, 1995 between Mr. Young and the Issuer,
attached  hereto as Exhibit C. The relevant  sections  affecting such securities
are  Section 6  "Nontransferability,"  Section 9  "Restrictions  on  Transfer of
Shares,"  Section  12 "Sale or  other  Disposition,"  and  Section  13  "180-Day
Holdback."  The  relevant  sections  specified  in this Item 6 are  incorporated
herein by reference.

Item 7.  Material to be Filed as Exhibits.

     Three exhibits are filed herewith.  Exhibit A is the ARC Capital Restricted
Stock Agreement  dated January 10, 1997 between Mr. Young and ARC Capital,  Inc.
Exhibit B is the Incentive Stock Option Agreement dated February 5, 1995 between
Mr. Young and Applied Laser Systems (predecessor of ARC Capital,  Inc.) relating
to  the  Applied  Laser  Systems  1994  Stock  Option  Plan.  Exhibit  C is  the
Nonqualified Stock Option Agreement dated February 5, 1995 between Mr. Young and
Applied  Laser  Systems  relating to the Applied Laser Systems 1994 Stock Option
Plan.

     After  reasonable  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.



Date:  January 10, 1997                       ---------------------------------
                                                       William J. Young


<PAGE>



                                  Exhibit Index

A.       ARC Capital Restricted Stock Agreement
                  dated January 10, 1997 between Mr. Young
                  and ARC Capital, Inc........................................ 5

B.       Incentive Stock Option Agreement
                  dated February 5, 1995 between Mr. Young
                  and Applied Laser Systems (predecessor to
                  ARC Capital, Inc.)relating to the Applied 
                  Laser Systems 1994 Stock Option Plan........................ 6

C.       Nonqualified Stock Option Agreement
                  dated February 5, 1995 between Mr. Young
                  and Applied Laser Systems relating to the Applied
                  Laser Systems 1994 Stock Option Plan........................ 7


