-----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, DODb6KK64uYNpfanyg6ANqN0YVNMJj5V4C8jsjFbHVRgroz+Vsd4rt5CasAcmR6x DDTCoEXp8NQRuhIBDz/vHw== 0001104659-08-067904.txt : 20081104 0001104659-08-067904.hdr.sgml : 20081104 20081104162342 ACCESSION NUMBER: 0001104659-08-067904 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20081029 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081104 DATE AS OF CHANGE: 20081104 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11388 FILM NUMBER: 081161140 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 8-K 1 a08-27567_18k.htm 8-K

 

 

UNITED STATES

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):  October 29, 2008

 

PLC Systems Inc.

(Exact Name of Registrant as Specified in Charter)

 

Yukon Territory, Canada

 

1-11388

 

04-3153858

(State or Other Jurisdiction of Incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification No.)

 

 

 

 

 

10 Forge Park, Franklin, Massachusetts

 

02038

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (508) 541-8800

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 3.01.  Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On October 29, 2008, PLC Systems Inc. (the “Company”) received a notice from NYSE Alternext US LLC (“NYSE Alternext”), which was formerly known as the American Stock Exchange LLC (“AMEX”), indicating that NYSE Alternext intends to delist the Company’s common stock.

 

As previously reported, on September 17, 2008, the Company received a notice from AMEX stating that the Company was not in compliance with the continued listing standards set forth in Section 1003(a)(ii) of the AMEX Company Guide as a result of the Company’s stockholders’ equity being less than $4,000,000 and the Company having had losses from continuing operations and net losses in three of its four most recent fiscal years.  The Company had until October 17, 2008 to submit a plan to bring the Company back into compliance with the continued listing standards by March 17, 2010.  The Company did not submit such a plan of compliance.

 

If the Company does not appeal NYSE Alternext’s determination to delist the Company’s common stock by November 5, 2008, then NYSE Alternext’s determination will become final and the Company’s common stock will be delisted from NYSE Alternext.  The Company does not expect to file such an appeal.

 

A copy of the press release announcing the notification from NYSE Alternext is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01.  Financial Statements and Exhibits

 

(d)

Exhibits

 

 

 

99.1

Press release issued by the Company on November 4, 2008

 

2



 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

PLC SYSTEMS INC.

 

 

Date: November 4, 2008

By:

/s/ James G. Thomasch

 

 

James G. Thomasch, Senior Vice President,
Finance and Administration and Chief
Financial Officer

 

3



 

EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press release issued by the Registrant on November 4, 2008

 

4


EX-99.1 2 a08-27567_1ex99d1.htm EX-99.1

Exhibit 99.1

 

FOR IMMEDIATE RELEASE

 

Contact: Mary T. Conway

 

 

Conway Communications

 

 

617-244-9682

 

 

mtconway@att.net

 

PLC SYSTEMS’ COMMON STOCK TO BE DELISTED FROM NYSE ALTERNEXT AND TRADE ON THE OTCBB

 

FRANKLIN, Mass., November 4, 2008 — PLC Systems Inc. (AMEX: PLC) today announced that on October 29, 2008 it received a letter from NYSE Alternext US LLC, formerly known as the American Stock Exchange, indicating that NYSE Alternext will delist PLC’s common stock if the Company does not submit an appeal by November 5, 2008.  The Company does not expect to file such an appeal.

 

PLC expects its common stock to begin to trade on the OTC Bulletin Board shortly after being delisted from NYSE Alternext. PLC will make a public announcement about the stock symbol it will be assigned on the OTCBB as soon as it is determined.

 

As previously announced, PLC received a notice of failure to meet listing qualifications dated September 17, 2008 from the Listing Qualifications Department staff at the American Stock Exchange. The notice stated that the Company was not in compliance with Section 1003(a)(ii) of the AMEX Company Guide because the Company’s shareholders’ equity was less than $4,000,000 as of June 30, 2008, and it incurred losses from continuing operations and net losses in three out of its four most recent fiscal years.

 

About PLC Systems Inc.

 

PLC Systems Inc. is a medical technology company specializing in innovative technologies for the cardiac and vascular markets.

 

PLC’s newest product, RenalGuard™, is approved for sale in the EU as a general fluid balancing device. The RenalGuard System™ consists of a unique, proprietary, closed loop, software-controlled console and accompanying single-use sets that can be used by physicians and nurses to balance patient fluid levels during a variety of medical procedures. The RenalGuard System, with its matched fluid replacement capability, is intended to minimize the risk of over- or under-hydration during medical procedures where creating and maintaining high urine outputs is deemed beneficial to patients.

 

Headquartered in Franklin, Massachusetts, PLC pioneered the CO2 Heart Laser System, which cardiac surgeons use to perform CO2 transmyocardial revascularization (TMR) to alleviate symptoms of severe angina. CO2 TMR offers a treatment option for angina patients who suffer from severe coronary artery disease. The CO2 Heart Laser is the world’s first TMR angina relief device cleared for commercial distribution by both the U.S. Food and Drug Administration and Japanese Ministry of Health, Labor and Welfare, and to obtain a CE Mark for European distribution.

 

Additional company information can be found at www.plcmed.com.

 



 

This press release contains “forward-looking” statements. For this purpose, any statements contained in this press release that relate to prospective events or developments are deemed to be forward-looking statements. Words such as “believes,” “anticipates,” “plans,” “expects,” “will” and similar expressions are intended to identify forward-looking statements. While we may elect to update forward-looking statements in the future, we specifically disclaim any obligation to do so, and you should not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this press release. Actual results could differ materially from those indicated by such forward-looking statements as a result of a variety of important factors, including that a trading market may not develop for our common stock on the OTCBB and additional risk factors described in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, and our other SEC reports.

 

PLC Systems, PLC Medical Systems, PLC, CO2 Heart Laser, RenalGuard and RenalGuard System are trademarks of PLC Systems Inc.

 


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