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):  January 31, 2011

PLC Systems, Inc.

(Exact Name of Registrant as Specified in Charter)

Yukon Territory, Canada	1-11388	04-3153858
(State or other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(IRS Employer Identification No.)

PLC Systems, Inc. 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):

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

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

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

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

Item 2.01.              Completion of Acquisition or Disposition of Assets.

On November 5, 2010,  PLC Systems, Inc., a Yukon Territory corporation (the “Company”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) with PLC Medical Systems, Inc., a Delaware corporation and a wholly owned subsidiary of the Company, PLC Sistemas Medicos Internacionais (Deutschland) GmbH, a German corporation and a wholly owned subsidiary of the Company, and Novadaq Corp., a Delaware corporation (the “Buyer”), providing for the sale of substantially all of the assets of the Company’s CO2 transmyocardial revascularization business (the “TMR Business”) to the Buyer (the “Asset Sale”).  As described in Item 5.07, the C ompany’s stockholders approved the Asset Sale.

In consideration of the Asset Sale, the Purchase Agreement provides that the Buyer will pay the Company $1,000,000 in cash at the closing of the Asset Sale (the “Closing”).

The Purchase Agreement provides that the Company will retain all cash and cash equivalents, all receivables, certain inventory and other property specified in the Purchase Agreement, its equity interests in its subsidiaries and all liabilities related to the TMR Business other than liabilities that begin to accrue after the Closing related to contracts assumed by the Buyer.  The Purchase Agreement also provides that the Buyer will assume continuing obligations under customer service agreements specified in the Purchase Agreement (the “Customer Service Obligations”).

On February 1, 2011, the Company and the Buyer completed the Asset Sale pursuant to the Purchase Agreement.  The Company received $1,000,000 in proceeds from the Asset Sale, plus the total of the Customer Service Obligations as of the Closing.

The Company intends to use the proceeds from the Asset Sale to advance its RenalGuard business, to further extend the time frame during which the Company can continue to operate and to attempt to secure additional funding, for which there can be no assurance that the Company will be successful in obtaining, which will be necessary to sustain its ongoing operations, or otherwise find a purchaser for the Company or its RenalGuard assets.  The Company does not intend to distribute any proceeds from the Asset Sale to Company stockholders.

On February 2, 2011, the Company issued a press release announcing the completion of the Asset Sale.  This press release is filed as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

Item 5.07.              Submission of Matters to a Vote of Security Holders.

A special meeting of stockholders of the Company was held on January 31, 2011.  At the special meeting, stockholders of the Company holding an aggregate of 14,009,430 shares of the Company’s capital stock, voted on the following proposals:

1.To approve the sale of substantially all of the assets of the Company’s TMR Business, other than cash and cash equivalents, accounts receivable and certain other assets, pursuant to the Purchase Agreement.

For	Against	Abstain	Broker Non-Votes
13,746,052	238,581	24,797	0

2.To approve an adjournment of the special meeting, if necessary, for a period of not more than 30 days to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve the Asset Sale.

For	Against	Abstain	Broker Non-Votes
13,739,674	162,941	106,815	0

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1*Asset Purchase Agreement dated November 5, 2010 by and among the Registrant, PLC Medical Systems, Inc., PLC Sistemas Medicos Internacionais (Deutschland) GmbH, Novadaq Corp. and Novadaq Technologies Inc. (incorporated by reference to Exhibit No. 2.1 to registrant’s current report on Form 8-K filed November 10, 2010)

99.1Press Release issued February 2, 2011

*Exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish a supplemental copy of any omitted exhibit to the SEC upon request.

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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: February 4, 2011	By:	/s/ Mark R. Tauscher
		Mark R. Tauscher, President and Chief Executive Officer

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE	Contact: Mary T. Conway
	Conway Communications
	617-244-9682
	marytconway@comcast.net

PLC SYSTEMS COMPLETES SALE OF TMR BUSINESS TO NOVADAQ

FRANKLIN, Mass., February 2, 2011 — PLC Systems Inc. (OTCBB: PLCSF), a company focused on innovative medical device-based technologies, today announced that it had completed the sale of  its Transmyocardial Revascularization (TMR) business to Novadaq Technologies Inc. (TSX: NDQ), a developer of real-time imaging systems for use in the operating room. Novadaq has been the exclusive United States distributor of PLC’s CO2 Heart Laser Systems and related kits for TMR since March 2007.

The sale, which was announced in November 2010, was approved by PLC’s shareholders at a special meeting on January 31, 2011, and closed effective February 1, 2011.

Under the terms of the agreement, Novadaq acquired substantially all of PLC’s assets in the TMR business including manufacturing rights, product inventories, equipment, intellectual property, regulatory approvals, clinical data and all documentation related to TMR, for $1 million U.S. in cash, and the assumption of PLC’s obligations under service contracts valued at approximately $614,000. The proceeds of the sale will be reflected in PLC’s first quarter 2011 results.

Mark R. Tauscher, president and chief executive officer of PLC Systems Inc., stated, “We are very pleased to successfully complete the sale of our TMR business to Novadaq as planned. With this critical first step behind us, we are now ready to focus our resources on further developing our RenalGuard System™ operations, including continued efforts to raise additional funding to expand the RenalGuard business. We continue to believe that RenalGuard offers PLC a potentially lucrative future revenue stream, in addition to fulfilling an important unmet medical need, and we look forward to building upon the positive scientific data demonstrated in independent clinical trials.”

About PLC Systems Inc.

PLC Systems Inc. is a medical technology company specializing in innovative technologies for the cardiac and vascular markets. Headquartered in Franklin, Massachusetts, PLC today focuses on its newest product, RenalGuard, which is approved for sale in the European Union as a general fluid balancing device. 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. Our statements of our objectives are also forward-looking statements. While we may elect to update forward-looking statements in the future, we

specifically disclaim any obligation to do so, even if our estimates change, 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 we may be unable to raise capital necessary to continue our operations, we may not receive necessary regulatory approvals to market our RenalGuard product or that such approvals may be withdrawn,  the current  clinical trials in Italy and the planned future U.S. clinical trial for RenalGuard may not be completed in a timely fashion, if at all, or, if these clinical trials are completed, they may not produce clinically significant or meaningful results, the RenalGuard product may not be commercially accepted , operational changes, competitive developments may affect the market for our products, regulatory approval requirements may affect the market for our products, and additional risk factors described in the “Forward Looking Statements” section of our Annual Report on Form 10-K for the year ended December 31, 2009, and our other SEC reports.

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

Novadaq is a trademark of Novadaq Technologies, Inc.

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