-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TrZofcul6bXVM/y2aLDtr5x4ZAJie4Tkk4+P4KmK3R6VfxZ3b/q4Y99FXlBxc1tQ ssyip84eFH1MzNHZhT7ySQ== 0000912057-02-025757.txt : 20020628 0000912057-02-025757.hdr.sgml : 20020628 20020628132736 ACCESSION NUMBER: 0000912057-02-025757 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20020628 EFFECTIVENESS DATE: 20020628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PLC SYSTEMS INC CENTRAL INDEX KEY: 0000879682 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 043153858 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-91430 FILM NUMBER: 02690880 BUSINESS ADDRESS: STREET 1: 10 FORGE PK CITY: FRANKLIN STATE: MA ZIP: 02038 BUSINESS PHONE: 5085418800 MAIL ADDRESS: STREET 1: 10 FORGE PARK CITY: FRANKLIN STATE: MA ZIP: 02038 S-8 1 a2083115zs-8.txt S-8 As filed with the Securities and Exchange Commission on June 28, 2002 Registration No. 333-_____ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PLC SYSTEMS INC. (Exact Name of Registrant as Specified in Its Charter) YUKON TERRITORY, CANADA 04-3153858 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 10 FORGE PARK, FRANKLIN, MA 02038 (Address of Principal Executive Offices) (Zip Code) 2000 EMPLOYEE STOCK PURCHASE PLAN (Full Title of the Plan) JAMES G. THOMASCH PLC SYSTEMS INC. 10 FORGE PARK FRANKLIN, MASSACHUSETTS 02038 (Name and Address of Agent For Service) (508) 541-8800 (Telephone Number, Including Area Code, of Agent For Service) CALCULATION OF REGISTRATION FEE
===================== ========================= ====================== ====================== ====================== Title of Securities Proposed Maximum Proposed Maximum to be Registered Amount to be Registered Offering Price Per Aggregate Offering Amount of Share Price Registration Fee - --------------------- ------------------------- ---------------------- ---------------------- ---------------------- Common Stock, no par value per share 400,000 shares(1) $.42(2) $168,000(2) $15.46 ===================== ========================= ====================== ====================== ======================
(1) In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based upon the average of the high and low prices of the Registrant's Common Stock as reported on the American Stock Exchange on June 27, 2002. STATEMENT OF INCORPORATION BY REFERENCE Except as otherwise set forth below, this Registration Statement on Form S-8 incorporates by reference the contents of the Registration Statement on Form S-8, File No. 333-37814, relating to the 2000 Employee Stock Purchase Plan. ITEM 8. EXHIBITS. The Exhibit Index immediately preceding the exhibits is incorporated herein by reference. -1- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Franklin, Massachusetts, on this 28th day of June, 2002. PLC SYSTEMS INC. By: /S/ MARK R. TAUSCHER ------------------------------------- Mark R. Tauscher President and Chief Executive Officer POWER OF ATTORNEY AND SIGNATURES We, the undersigned officers and directors of PLC Systems Inc., hereby severally constitute and appoint Mark R. Tauscher and James G. Thomasch, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable PLC Systems Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /S/ MARK R. TAUSCHER President, Chief Executive June 28, 2002 - --------------------------- Officer and Director (Principal Mark R. Tauscher Executive Officer) /S/ EDWARD H. PENDERGAST Chairman of the Board of Directors June 28, 2002 - ---------------------------- Edward H. Pendergast /S/ JAMES G. THOMASCH Chief Financial Officer and June 28, 2002 - --------------------------- Treasurer (Principal Financial James G. Thomasch Officer and Principal Accounting Officer) /S/ DONALD E. BOBO, JR. Director June 28, 2002 - ----------------------------- Donald E. Bobo, Jr. -2- /S/ KEVIN J. DUNN Director June 28, 2002 - --------------------------- Kevin J. Dunn /S/ BENJAMIN L. HOLMES Director June 28, 2002 - --------------------------- Benjamin L. Holmes /S/ ALAN H. MAGAZINE Director June 28, 2002 - --------------------------- Alan H. Magazine /S/ H.B. BRENT NORTON, M.D. Director June 28, 2002 - ----------------------------- H.B. Brent Norton, M.D. Director June __, 2002 - ------------------------ Kenneth J. Pulkonik /S/ ROBERT I. RUDKO, PH.D. Chief Scientist and Director June 28, 2002 - ----------------------------- Robert I. Rudko, Ph.D.
-3- INDEX TO EXHIBITS Number Description - ------ ----------- 4.1(1) Certificate of Incorporation of the registrant 4.2 Articles of Continuance of the registrant, as amended 4.3(2) By-Laws of the registrant 5.1 Opinion of Campion Macdonald 23.1 Consent of Campion Macdonald (included in Exhibit 5.1) 23.2 Consent of Ernst & Young LLP 24.1 Power of Attorney (included on the signature pages of this registration statement) - ------------ (1) Incorporated by reference to the exhibits to the registrant's registration statement on Form S-1, as amended (File No. 333-48340). (2) Incorporated by reference to the exhibits to the registrant's annual report on Form 10-K for the year ended December 31, 1999. -4- EX-4.2 3 a2083115zex-4_2.txt EXHIBIT 4.2 EXHIBIT 4.2 BUSINESS CORPORATIONS ACT (YUKON) (SECTION 30 OR 179) FORM 5-01 ARTICLES OF AMENDMENT 1. Name of Corporation: PLC SYSTEMS INC. 2. Corporate Access Number: 27034 3. The Articles of the above named Corporation are amended pursuant to a court order: Yes _______ No ___X___ 4. The Articles of the above named Corporation are amended as follows: 1. Paragraph (3) of Appendix 2 attached to the Corporation's Articles of Continuance be deleted and replaced with the following: (3) At each annual meeting of the Corporation, the Corporation shall, subject to subparagraphs (4) and (5) below, elect directors to the Board of Directors as may be required to fill any positions vacated by reason of the expiration of the term of office of one or more of the directors. A director may be elected for a term of office of one or more years of office as may be specified in the resolution by which he is elected. In this part, "year of office" means the period of time commencing on the date of an annual general meeting of the Corporation and ending on the date of the annual general meeting held in the next subsequent calendar year. If in any calendar year the Corporation does not hold an annual general meeting, the directors whose terms of office would have expired in such calendar year shall be deemed to have been elected as directors on the last date on which the annual general meeting could have been held in such calendar year pursuant to the BUSINESS CORPORATIONS ACT (Yukon) and each director so deemed elected may hold office until the next annual general meeting is held and other directors are elected. (4) The directors or the shareholders may fix the number of directors on the Board of Directors from time to time as long as the total number of directors is neither greater than the maximum nor less than the minimum number of directors fixed pursuant to paragraph 4 of the Articles of Continuance and provided that the shareholders or directors are not varying the term of office of any director whose office has not expired. The directors or the shareholders, by special resolution, may vary the term of office of any director. (5) A vacancy on the Board of Directors shall not exist where the directors or the shareholders decrease the number of directors upon the expiration of the term of office of one or more of the directors as long as the total number of directors is not less than the minimum number of directors fixed pursuant to paragraph 4 of the Articles of Continuance. 2. For greater certainty, Appendix 2, as amended, is attached hereto in its entirety. 5. Date Signature Title 6-14-02 /s/ JAMES G. THOMASCH CFO ----------- ------------------------- --- -2- APPENDIX "2" ATTACHED TO AND FORMING PART OF THE FORM 3-01 ARTICLES OF CONTINUANCE OF PLC SYSTEMS INC. (THE "CORPORATION") (1) The Directors of the Corporation may, between annual general meetings of the Corporation, appoint one or more additional directors to serve until the next annual general meeting but the number of additional directors shall not at any time exceed one third of the number of directors who held office at the expiration of the last annual general meeting, and in no event shall the total number of directors exceed the maximum number of directors fixed pursuant to paragraph 4 of the Articles of Continuance. (2) Meeting of Shareholders shall be held in the Cities of Boston, in the State of Massachusetts, New York, in the State of New York, Vancouver in the Province of British Columbia or such other place or places as the directors in their absolute discretion may determine from time to time. (3) At each annual meeting of the Corporation, the Corporation shall, subject to subparagraphs (4) and (5) below, elect directors to the Board of Directors as may be required to fill any positions vacated by reason of the expiration of the term of office of one or more of the directors. A director may be elected for a term of office of one or more years of office as may be specified in the resolution by which he is elected. In this part, "year of office" means the period of time commencing on the date of an annual general meeting of the Corporation and ending on the date of the annual general meeting held in the next subsequent calendar year. If in any calendar year the Corporation does not hold an annual general meeting, the directors whose terms of office would have expired in such calendar year shall be deemed to have been elected as directors on the last date on which the annual general meeting could have been held in such calendar year pursuant to the BUSINESS CORPORATIONS ACT (Yukon) and each director so deemed elected may hold office until the next annual general meeting is held and other directors are elected. (4) The directors or the shareholders may fix the number of directors on the Board of Directors from time to time as long as the total number of directors is neither greater than the maximum nor less than the minimum number of directors fixed pursuant to paragraph 4 of the Articles of Continuance and provided that the shareholders or directors are not varying the term of office of any director whose office has not expired. The directors or the shareholders, by special resolution, may vary the term of office of any director. (5) A vacancy on the Board of Directors shall not exist where the directors or the shareholders decrease the number of directors upon the expiration of the term of office of one or more of the directors as long as the total number of directors is not less than the minimum number of directors fixed pursuant to paragraph 4 of the Articles of Continuance. -3- YUKON BUSINESS CORPORATIONS ACT (SECTION 190) FORM 3-01 ARTICLES OF CONTINUANCE - -------------------------------------------------------------------------------- 1. NAME OF CORPORATION: PLC SYSTEMS INC. - -------------------------------------------------------------------------------- 2. THE CLASSES AND ANY MAXIMUM NUMBER OF SHARES THAT THE CORPORATION IS AUTHORIZED TO ISSUE: The Corporation is authorized to issue an unlimited number of common shares and an unlimited number of preferred shares, issuable in series, having the special rights and restrictions set forth in Appendix "1" hereto. - -------------------------------------------------------------------------------- 3. RESTRICTIONS, IF ANY, ON SHARE TRANSFERS: None. - -------------------------------------------------------------------------------- 4. NUMBER (OR MINIMUM OR MAXIMUM NUMBER) OF DIRECTORS: Minimum of 3 Maximum of 20 - -------------------------------------------------------------------------------- 5. RESTRICTIONS, IF ANY, ON BUSINESS THE CORPORATION MAY CARRY ON: The Corporation is restricted from carrying on the business of a railway, steamship, air transport, canal, telegraph or irrigation company. - -------------------------------------------------------------------------------- 6. IF CHANGE OF NAME EFFECTED, PREVIOUS NAME: Not applicable. - -------------------------------------------------------------------------------- 7. DETAILS OF INCORPORATION: The Corporation was incorporated on March 3, 1987 under the name "Videx Communication Systems Inc." by registration of memorandum pursuant to the COMPANY ACT (British Columbia) under Certificate of Incorporation No. 322734. The Corporation changed its name on May 20, 1987 to PLC Systems Inc. - -------------------------------------------------------------------------------- -4- 8. OTHER PROVISIONS, IF ANY: See attached Appendix "2" hereto. - -------------------------------------------------------------------------------- 9. DATE: March 4, 1999 SIGNATURE: /s/ Jennifer T. Miller TITLE: Secretary - -------------------------------------------------------------------------------- APPENDIX "1" ATTACHED TO AND FORMING PART OF FORM 3-01 ARTICLES OF CONTINUANCE OF PLC SYSTEMS INC. (THE "CORPORATION") The following special rights and restrictions shall be attached to the preferred shares ("preferred shares"): (i) The preferred shares as a class shall have attached thereto the special rights and restrictions specified in this Appendix "1"; (ii) Preferred shares may at any time and from time to time be issued in one or more series. The directors may from time to time by resolution passed before the issue of any preferred shares of any particular series, alter the Articles of the Company to fix the number of preferred shares of any particular series, alter the Articles of the Company to fix the number of preferred shares in, and to determine the designation of the preferred shares of, that series and alter the Articles to create, define and attach special rights and restrictions to the preferred shares of that series including, but without in any way limiting or restricting the generality of the foregoing: the rate or amount of dividends, whether cumulative, non-cumulative or partially cumulative; the dates, places and currencies of payment thereof; the consideration for, and the terms and conditions of, any purchase for cancellation or redemption thereof, including redemption after a fixed term or at a premium; conversion or exchange rights or rights of retraction (provided that any such conversion or exchange rights or rights of retraction shall be in accordance with the provisions existing at the time of creation of such series relating to conversion, exchange, or retraction as prescribed by the policies of the American Stock Exchange or any other stock exchange on which the shares of the Company are then listed); the terms and conditions of any share purchase plan or sinking fund; and voting rights and restrictions, but no special right or restriction so created, defined or attached shall contravene the provisions of subclauses (iii) and (iv) of this Appendix "1"; (iii) Holders of preferred shares shall be entitled, on the distribution of assets of the Company or on the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or on any other distribution of assets of the Company among its shareholders for the purpose of winding-up its affairs, to receive before any distribution to be made to holders of common shares or any other shares of the Company ranking junior to the preferred shares with respect to repayment of capital, the amount due to such holders of preferred shares in accordance with the Articles with respect to each preferred share held by them, together with all accrued and unpaid cumulative dividends, (if any and if preferential) thereon, and all declared and -5- unpaid non-cumulative dividends (if any and if preferential) thereon. After payment to holders of preferred shares of the amounts so payable to them, such holders shall not be entitled to share in any further distribution of the property or assets of the Company except as specifically provided in the special rights and restrictions attached to any particular series of the preferred shares; and (iv) Except for such voting rights as may be attached to any series of the preferred shares by the directors, holders of preferred shares shall not be entitled as such to vote at, any general meeting of shareholders of the Company. Holders of preferred shares shall be given notice of and be invited to attend meetings of voting shareholders of the Company. APPENDIX "2" ATTACHED TO AND FORMING PART OF THE FORM 3-01 ARTICLES OF CONTINUANCE OF PLC SYSTEMS INC. (THE "CORPORATION") (1) The Directors of the Corporation may, between annual general meetings of the Corporation, appoint one or more additional directors to serve until the next annual general meeting but the number of additional directors shall not at any time exceed one third of the number of directors who held office at the expiration of the last annual general meeting, and in no event shall the total number of directors exceed the maximum number of directors fixed pursuant to paragraph 4 of the Articles of Continuance. (2) Meeting of Shareholders shall be held in the Cities of Boston, in the State of Massachusetts, New York, in the State of New York, Vancouver in the Province of British Columbia or such other place or places as the directors in their absolute discretion may determine from time to time. (3) At each annual general meeting of the Company, the Company shall elect directors to the Board of Directors as may be required to fill any positions vacated by reason of the expiration of the term of office of one or more of the directors. A director may be elected for a term of office of one or more years of office as may be specified in the resolution by which he is elected. In this part, "year or office" means the period of time commencing on the date of an annual general meeting of the Company and ending on the date of the annual general meeting held in the next subsequent calendar year. If in any calendar year the Company does not hold an annual general meeting, the directors whose terms of office would have expired in such calendar year shall be deemed to have been elected as directors on the last date on which the annual general meeting could have been held in such calendar year pursuant to the Yukon Business Corporations Act and each director so deemed elected may hold office until the next annual general meeting is held and other directors are elected. The shareholders may, by special resolution, vary the term of office of any director. -6- EX-5.1 4 a2083115zex-5_1.txt EXHIBIT 5.1 EXHIBIT 5.1 CAMPION MACDONALD LETTERHEAD June 28, 2002 PLC Systems Inc. 10 Forge Park Franklin, MA 02038 Dear Sirs: Re: Registration Statement on Form S-8 Our File: 20020244 We have acted as Yukon Territory counsel on behalf of PLC Systems Inc., a corporation organized under the laws of the Yukon Territory, Canada (the "Company"), in connection with the registration of 400,000 shares of Common Stock of the Company (the "Common Stock") issuable under the Company's 2000 Employee Stock Purchase Plan (the "Plan"). In connection therewith, we have examined, among other things, the Registration Statement on Form S-8 (the "Registration Statement") proposed to be filed by the Company with the Securities and Exchange Commission on or about June 26, 2002. We have also examined the proceedings and other actions taken by the Company in connection with the authorization of the shares of Common Stock issuable under the Plan and such other matters as we deemed necessary for purposes of rendering this opinion. Based upon the foregoing, and in reliance thereon, we are of the opinion, as of the date hereof, that the shares of Common Stock issuable under the Plan, when issued, delivered and paid for in accordance with the Plan and in the manner described in the Registration Statement, will be validly issued, fully paid and non-assessable. In rendering this opinion we express no opinion as to the laws of any jurisdiction other than the laws of the Yukon Territory. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the General Rules and Regulations of the Securities and Exchange Commission. Yours very truly, CAMPION MACDONALD /s/ Gareth C. Howells ------------------------- Gareth C. Howells EX-23.2 5 a2083115zex-23_2.txt EXHIBIT 23.2 EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2000 Employee Stock Purchase Plan of PLC Systems Inc. for the registration of 400,000 shares of its common stock, of our report dated February 15, 2002, with respect to the consolidated financial statements and schedule of PLC Systems Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2001, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Ernst & Young LLP Boston, Massachusetts June 24, 2002 -----END PRIVACY-ENHANCED MESSAGE-----