-----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, TZA+ODua/yGH63ijCsiWRGP27SEjXI6xlCcY4ojVj+eW+v/Mq1yQhWHdRAXSv08E /HDxRqOTPtavfeViIyK40A== 0001047469-99-009405.txt : 19990312 0001047469-99-009405.hdr.sgml : 19990312 ACCESSION NUMBER: 0001047469-99-009405 CONFORMED SUBMISSION TYPE: 424B2 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990311 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: 424B2 SEC ACT: SEC FILE NUMBER: 333-68923 FILM NUMBER: 99563402 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 424B2 1 424B2 Filing Pursuant to Rule 424(b)(2) Registration Statement No. 333-68923 PROSPECTUS SUPPLEMENT (TO PROSPECTUS DATED FEBRUARY 16, 1999) 141,640 SHARES PLC SYSTEMS INC. COMMON STOCK ------------------- You should read this prospectus supplement and the accompanying prospectus carefully before you invest. Both documents contain information you should consider when making your investment decision. SEE "RISK FACTORS" BEGINNING ON PAGE 2 OF THE PROSPECTUS TO READ ABOUT FACTORS YOU SHOULD CONSIDER BEFORE BUYING SHARES OF THE COMMON STOCK. PLAN OF DISTRIBUTION We are offering 141,640 shares of our common stock to an institutional investor pursuant to this prospectus supplement. The common stock will be purchased at a negotiated purchase price of $500,000. The $500,000 purchase price reflects the average of recent trading prices of the common stock on the American Stock Exchange, net of a 7% discount. In addition, we will pay $27,500 in commissions on the sale of our common stock. We will not pay any other compensation in conjunction with this sale of our common stock. We have agreed to indemnify the institutional investor against liabilities, including liabilities under the Securities Act of 1933. USE OF PROCEEDS The net proceeds to us from this offering will be $472,500. We plan to use the net proceeds for general corporate purposes, including: - repaying our obligations as they become due; - financing capital expenditures; and - working capital. Pending use of the net proceeds for any of these purposes, we may invest the net proceeds in short-term investment grade instruments, interest-bearing bank accounts, certificates of deposit, money market securities, U.S. government securities or mortgage-backed securities guaranteed by federal agencies. S-1 MARKET FOR OUR COMMON STOCK On March 10, 1999, the last reported sales price of our common shares on the American Stock Exchange was $3.625 per share. Our common stock is listed on the American Stock Exchange under the symbol "PLC." The common stock sold under this prospectus supplement will be listed on the American Stock Exchange after we notify the American Stock Exchange that the shares have been issued. As of March 10, 1999 and before the issuance of shares pursuant to this prospectus supplement, we have 20,058,690 shares of common stock outstanding. GENERAL You should rely only on the information provided or incorporated by reference in this prospectus supplement and the prospectus. We have not authoriezed anyone else to provide you with different information. You should not assume that the information in this prospectus supplement is accurate as of any date other than the date on the front of these documents. ------------------- NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ------------------- The date of this prospectus supplement is March 11, 1999. S-2 TABLE OF CONTENTS
Page ---- PROSPECTUS SUPPLEMENT Plan of Distribution......................... S-1 Use of Proceeds.............................. S-1 Market for Our Common Stock.................. S-2 General...................................... S-2 PROSPECTUS Risk Factors................................. 2 Highlights of Our Company.................... 8 Recent Developments.......................... 9 Use of Proceeds.............................. 9 Plan of Distribution......................... 9 Legal Matters................................ 10 Experts...................................... 10 Where You Can Find More Information.......... 10
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