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):  September 18, 2014

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. 459 Fortune Boulevard Milford, Massachusetts	01757
(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 5.07.        Submission of Matters to a Vote of Security Holders.

On September 18, 2014, PLC Systems, Inc. (the “Company”) held its 2014 annual and special meeting. Set forth below are the final voting results for each of the matters presented for shareholder approval. All proposals are contingent upon the closing of the merger with Viveve, Inc. (the “Merger”).

Proposal 1

The Company’s shareholders elected the following director to serve on the Company’s board of directors upon consummation of the Merger. The voting results are set forth below.

	For	Withheld	Broker Non-Votes
Patricia Scheller	95,323,716	7,330,307	45,745,611
Brigitte Smith	99,342,778	3,311,245	45,745,611
Mark Colella	99,333,948	3,320,075	45,745,611
Carl Simpson	95,340,326	7,313,697	45,745,611
Daniel Janney	95,340,126	7,313,897	45,745,611

Proposal 2

The Company’s shareholders approved and adopted by special resolution the Agreement and Plan of Merger and Reorganization, dated as of May 9, 2014, as it may be amended, by and among the Company, PLC Systems Acquisition Corporation and Viveve, Inc. The voting results are set forth below.

For	Against	Abstentions	Broker Non-Votes
94,706,156	3,898,835	4,049,032	45,745,611

Proposal 3

The Company’s shareholders approved and adopted by special resolution the sale of the Company’s RenalGuard business to GCP IV LLC, pursuant to a reorganization agreement to be entered into at the closing by and between the Company, RenalGuard Solutions, Inc., certain subsidiaries of RenalGuard Solutions, Inc., and GCP IV LLC. The voting results are set forth below.

For	Against	Abstain	Broker Non-Votes
94,476,347	4,101,694	4,076,982	45,745,611

Proposal 4

The Company’s shareholders approved and adopted by special resolution an amendment to the Company’s articles of continuance and to change the name of the Company to Viveve Medical, Inc. The voting results are set forth below.

For	Against	Abstentions	Broker Non-Votes
131,057,594	12,672,206	4,669,834	0

Proposal 5

The Company’s shareholders approved and adopted by special resolution an amendment to the Company’s articles of continuance and to confirm and ratify an amendment to the Company’s bylaws to declassify the Company’s board of directors. The voting results are set forth below.

For	Against	Abstain	Broker Non-Votes
98,973,914	3,065,714	614,395	45,745,611

Proposal 6

The Company’s shareholders approved and adopted by ordinary resolution an amendment to the Company’s 2013 Stock Option and Incentive Plan. The voting results are set forth below.

For	Against	Abstain	Broker Non-Votes
94,453,926	4,130,696	4,069,401	45,745,611

Proposal 7

The Company’s shareholders approved and adopted by special resolution an amendment to the Company’s articles of continuance to effect a share consolidation (reverse stock split) of outstanding Company shares on the basis of one post-consolidation share for every 100 shares outstanding immediately prior to the share consolidation. The voting results are set forth below.

For	Against	Abstain	Broker Non-Votes
131,971,602	16,191,215	236,817	0

Proposal 8

The Company’s shareholders approved and adopted by ordinary resolution the selection by the audit committee of our board of directors of Burr Pilger Mayer, Inc., as our auditor and independent registered public accounting firm for the fiscal year end December 31, 2014, and to authorize the audit committee to fix the remuneration to be paid to Burr Pilger Mayer. The voting results are set forth below.

For	Against	Abstain	Broker Non-Votes
140,224,322	7,649,228	526,084	0

Proposal 9

The Company’s shareholders approved and adopted by ordinary resolution an adjournment to the annual and special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the annual and special meeting, there are not sufficient votes to approve one or more proposals presented to shareholders for vote. The voting results are set forth below.

For	Against	Abstain	Broker Non-Votes
140,224,322	7,649,228	526,084	0

All five nominated directors were elected to serve terms of one year following the consummation of the merger; the merger with Viveve, Inc., the sale of the RenalGuard business, the name change, the declassification of the board of directors, the amendment to the 2013 Stock Option and Incentive Plan, the reverse stock split were approved and the appointment of Burr Pilger Mayer, Inc. as the independent accountant for 2014 was ratified. For additional information on these proposals, please see the Company’s definitive proxy statement filed with Securities and Exchange Commission on August 11, 2014.

The Company has issued a press release announcing the results of the 2014 annual and special meeting of shareholders which is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01.  Financial Statements and Exhibits.

(d)        Exhibits

99.1     Press release dated September 19, 2014, announcing results of 2014 annual and special meeting of shareholders

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: September 19, 2014	By:	/s/ Gregory W. Mann
		Gregory W. Mann, Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated September 19, 2014, announcing results of 2014 annual and special meeting of shareholders

EX-99

Exhibit 99.1

PLC Systems Announces Voting Results for 2014 Annual and Special

Meeting of Shareholders

MILFORD, Mass. – September 19, 2014 – PLC Systems Inc. (OTCPK: PLCSF) ("PLC"), today announced voting results for the 2014 annual and special meeting of shareholders held September 18, 2014. At the meeting, shareholders of record as of August 11, 2014 approved the previously announced agreement and plan of merger with Viveve, Inc. (“Viveve”), dated May 9, 2014, under which PLC Systems Acquisition Corp., a wholly owned subsidiary of PLC formed for the purpose of the merger, will merge with and into Viveve, with Viveve surviving as a wholly-owned subsidiary of PLC (the “Merger”). Approximately 92% of the votes cast voted in favor of the Merger, representing approximately 54% of PLC’s outstanding common stock.

All of the proposals voted on at the meeting were approved, including the following, but remain subject to the closing of the Merger:

● The transfer of PLC’s RenalGuard business into an entity called RenalGuard Solutions, which will be owned by PLC’s debt holder GCP IV LLC, a subsidiary of Genesis Capital Advisors;

● A 1 for 100 reverse stock split of PLC’s issued and outstanding common stock;

● A name change to Viveve Medical, Inc. to better reflect the change in PLC’s business as a result of the Merger;

● The election of the directors of Viveve immediately prior to the Merger to the board of directors of PLC following the Merger;

● The declassification of the PLC board of directors;

● An amendment to PLC’s 2013 Stock Option and Incentive Plan to increase the number of shares available for issuance under the plan; and

● The selection of Burr Pilger Mayer, Inc., Viveve’s auditor, as the auditor of PLC.

The Merger remains subject to certain customary closing conditions and is expected to be consummated by the end of the month.

About PLC Systems, Inc.

PLC Systems Inc. through its operating subsidiary, PLC Medical Systems, Inc., is a medical device company focused on innovative technologies for the cardiac and vascular markets. PLC's lead product, RenalGuard^®, significantly reduces the onset of CIN in at-risk patients undergoing certain cardiac and vascular imaging procedures. CIN is a form of acute kidney injury resulting from toxic contrast agents that occurs in 10% to 20% of at-risk patients. RenalGuard is CE-marked and is being sold in Europe and certain countries around the world via a network of distributors. Two investigator-sponsored studies in Europe have demonstrated RenalGuard's effectiveness at preventing CIN. The CIN-RG RenalGuard pivotal study is underway in the U.S. to support a planned Premarket Approval filing with the U.S. Food and Drug Administration. Following the Merger, PLC will assume the business of Viveve and the RenalGuard business will be sold to PLC’s debt holderGCP IV LLC, a subsidiary of Genesis Capital Advisors. Additional company information can be found at www.plcmed.com.

About Viveve, Inc:

Viveve, Inc. is a women's health company passionately committed to advancing new solutions to improve women's overall well-being and quality of life. The company's lead product, the Viveve® System, is a non-surgical, non-ablative medical device that remodels collagen and restores tissue. The Viveve System treats the condition of vaginal laxity, which is the result of the over-stretching of tissue during childbirth, which can result in a decrease in sexual function and physical sensation.

This press release contains "forward-looking" statements under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended related to PLC and/or Viveve and their expectations for Merger. 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. Actual results could differ materially from those projected or forecast in the forward-looking statements. The factors that could cause actual results to differ materially include those referred to in the risk factors described in the "Forward Looking Statements" section of our Annual Report on Form 10-K for the year ended December 31, 2013, a copy of which is on file with the SEC, and in other filings of PLC with the SEC, as well as the following: operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers or suppliers) may be greater than expected following the announcement of the transaction; the benefits of the proposed transaction may not meet the parties or shareholders expectations; the conditions to the completion of the Merger and related transactions may not be satisfied; the parties may not be able to meet expectations regarding the timing, completion and accounting and tax treatments of the Merger. PLC assumes no obligation, and expressly disclaims any obligation, to update the information in this communication, except as otherwise required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

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

Contact:

Gregory Mann, Chief Financial Officer

PLC Systems, Inc.

508-541-8800

gmann@plcmed.com