PLC SYSTEMS INC
SC 13G/A, 1997-02-14
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 4)*
                                     ------

                                PLC Systems Inc.
              ----------------------------------------------------
                                (Name of Issuer)

                                  Common Stock
              ----------------------------------------------------
                         (Title of Class of Securities)

                                   69341D 10 4
              ----------------------------------------------------
                                 (CUSIP Number)


Check the following  box if a fee is being paid with this  statement [ ]. (A fee
is not required only if the filing person:  (1) has a previous statement on file
reporting  beneficial  ownership  of more  than  five  percent  of the  class of
securities  described  in Item 1;  and (2) has  filed  no  amendment  subsequent
thereto reporting  beneficial  ownership of five percent or less of such class.)
(See Rule 13d-7.)

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures provided in a prior page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).







                                                                     Page 2 of 7

CUSIP No. 69341D 10 4                        13G

- --------------------------------------------------------------------------------
 (1) Names of Reporting Persons.
     S.S. or I.R.S. Identification No. of Above Person
     Robert I. Rudko, Ph.D.
- --------------------------------------------------------------------------------
 (2) Check the Appropriate Box if a Member of a Group              (a)  [  ]
                                                                   (b)  [  ]
- --------------------------------------------------------------------------------
 (3) SEC Use Only

- --------------------------------------------------------------------------------
 (4) Citizenship or Place of Organization
     United States
- --------------------------------------------------------------------------------
Number of Shares                    (5) Sole Voting Power
                                        1,174,251   (includes  139,567  shares
                                        underlying options  exercisable within
                                        the next sixty (60) days).
Beneficially                        --------------------------------------------
                                    (6) Shared Voting Power
Owned by                                      -0-
                                    --------------------------------------------
Each Reporting                      (7) Sole Dispositive Power
                                        1,174,251   (includes  139,567  shares
                                        underlying options  exercisable within
                                        the next sixty (60) days).
Person With                         --------------------------------------------
                                    (8) Shared Dispositive Power
                                              -0-
- --------------------------------------------------------------------------------
 (9) Aggregate Amount Beneficially Owned by Each Reporting Person
     1,174,251  (includes 139,567 shares underlying options exercisable within
     the next sixty (60) days).

 -------------------------------------------------------------------------------
(10)   Check Box if the  Aggregate  Amount in Row (9) Excludes  Certain  Shares*
       This amount  excludes  94,762  shares owned by Nancy Rudko,  Dr.  Rudko's
       wife. Dr. Rudko disclaims  beneficial ownership of all shares held by his
       wife. This amount also excludes 200,000 shares from an option to purchase
       up to 300,000  shares of Common Stock  through  December  31, 1999,  at a
       price of $4.00 per share, which option vests on December 31, 1999 or upon
       receipt of pre-market  approval  ("PMA") of the Company's  patented laser
       system known as THE HEART LASER(TM)(the  "Heart Laser"),  except that all
       such options shall vest immediately in the event of a sale or acquisition
       of all or substantially all of the assets of the





                                                                     Page 3 of 7

       Company or the sale of all or substantially all of the Company's stock to
       an acquiring party.
       This  amount  also  excludes  14,000  shares  held by Dr.  Rudko's  adult
       children, as to which shares he disclaims any beneficial interest.
- --------------------------------------------------------------------------------
(11)   Percent of Class Represented by Amount in Row (9)
       7.2%
- --------------------------------------------------------------------------------
(12)   Type of Reporting Person (See Instructions)
       IN
- --------------------------------------------------------------------------------



Item 1(a).        NAME OF ISSUER:

                  PLC Systems Inc.

Item 1(b).        ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

                  10 Forge Park, Franklin, Massachusetts  02038

Item 2(a).        NAME OF PERSON FILING:

                  Robert I. Rudko, Ph.D.

Item 2(b).        ADDRESS OF PRINCIPAL BUSINESS OFFICE:

                  10 Forge Park, Franklin, Massachusetts  02038

Item 2(c).        CITIZENSHIP:

                  United States

Item 2(d).        TITLE OF CLASS OF SECURITIES:

                  Common Stock

Item 2(e).        CUSIP NUMBER:

                  69431D 10 4







                                                                     Page 4 of 7

Item 3.           IF THIS STATEMENT IS FILED PURSUANT TO RULES  13d-1(b),  OR
                  13d-2(b), CHECK WHETHER THE PERSON FILING IS A:

                  (a) [ ]Broker or Dealer registered under section 15 of the Act

                  (b) [ ] Bank as defined in section 3(a) (6) of the Act

                  (c) [ ] Insurance Company as defined in section 3(a) (19) of 
                          the Act

                  (d) [ ] Investment Company registered under section 8 of the 
                          Investment Company Act

                  (e) [ ] Investment Adviser registered under section 203 of the
                          Investment Advisers
                          Act of 1940

                  (f) [ ] Employee  Benefit  Plan,  Pension  Fund which is
                          subject to the provisions of the Employee  Retirement
                          Income Security Act of 1974 or Endowment Fund

                  (g) [ ] Parent Holding Company,in accordance with ss.240.13d-1
                          (b) (ii) (G)

                  (h) [ ] Group, in accordance with ss.240.13d-1 (b) (1) (ii)(H)

Item 4.           OWNERSHIP.

                  (a)      AMOUNT BENEFICIALLY OWNED AS OF DECEMBER 31, 1996:

                           1,174,251   shares  of  Common  Stock.   This  amount
                           includes  139,567  shares of Common Stock  underlying
                           options that are  exercisable  within sixty (60) days
                           of the  date  hereof.  This  amount  excludes  94,762
                           shares owned by Nancy Rudko,  Dr.  Rudko's wife.  Dr.
                           Rudko  disclaims  beneficial  ownership of all shares
                           held by his wife.  This amount also excludes  200,000
                           shares  from an  option  to  purchase  up to  300,000
                           shares of Common Stock through December 31, 1999 at a
                           price of  $4.00  per  share,  which  options  vest at
                           December   31,  1999  or  earlier   upon  receipt  of
                           pre-market approval ("PMA") of the Company's patented
                           laser system known as THE HEART LASER(TM) (the "Heart
                           Laser"),  except  that all such  options  shall  vest
                           immediately  in the event of a sale or acquisition of
                           all or substantially all of the assets of the Company
                           or  the  sale  of  all  or  substantially  all of the
                           Company's  stock to an acquiring  party.  This amount
                           also excludes 14,000 shares held by Dr. Rudko's adult
                           children,   as  to  which  shares  he  disclaims  any
                           beneficial interest.







                                                                     Page 5 of 7

                  (b)      PERCENT OF CLASS:

                           7.2%

                  (c)      NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:

                           (i)  Sole  power  to  vote  or to  direct  the  vote:
                                1,174,251  shares of Common  Stock.  This amount
                                includes   139,567   shares  of   Common   Stock
                                underlying  options that are exercisable  within
                                sixty (60) days of the date hereof.  This amount
                                excludes 94,762 shares owned by Nancy Rudko, Dr.
                                Rudko's  wife.  Dr. Rudko  disclaims  beneficial
                                ownership  of all shares held by his wife.  This
                                amount  also  excludes  200,000  shares  from an
                                option  to  purchase  up to  300,000  shares  of
                                Common  Stock  through  December  31,  1999 at a
                                price of $4.00 per share,  which options vest at
                                December  31,  1999 or earlier  upon  receipt of
                                pre-market  approval  ("PMA")  of the  Company's
                                patented   laser   system  known  as  THE  HEART
                                LASER(TM)(the  "Heart  Laser"),  except that all
                                such options shall vest immediately in the event
                                of a sale or acquisition of all or substantially
                                all of the assets of the  Company or the sale of
                                all or substantially  all of the Company's stock
                                to an acquiring party. This amount also excludes
                                14,000   shares  held  by  Dr.   Rudko's   adult
                                children,  as to which shares he  disclaims  any
                                beneficial interest.

                           (ii) Shared  power to vote or to direct  the vote:  0
                                shares.

                          (iii) Sole   power  to   dispose   or  to  direct  the
                                disposition  of:   1,174,251  shares  of  Common
                                Stock.  This amount  includes  139,567 shares of
                                Common   Stock   underlying   options  that  are
                                exercisable  within  sixty (60) days of the date
                                hereof. This amount excludes 94,762 shares owned
                                by Nancy  Rudko,  Dr.  Rudko's  wife.  Dr. Rudko
                                disclaims  beneficial  ownership  of all  shares
                                held by his  wife.  This  amount  also  excludes
                                200,000  shares from an option to purchase up to
                                300,000 shares of Common Stock through  December
                                31,  1999 at a price of $4.00 per  share,  which
                                options  vest at  December  31,  1999 or earlier
                                upon receipt of pre-market  approval  ("PMA") of
                                the Company's patented laser system known as THE
                                HEART LASER(TM)(the "Heart Laser"),  except that
                                all such options shall vest  immediately  in the
                                event  of  a  sale  or  acquisition  of  all  or
                                substantially  all of the assets of the  Company
                                or the sale of all or  substantially  all of the
                                Company's  stock  to an  acquiring  party.  This
                                amount also  excludes  14,000 shares held by Dr.
                                Rudko's  adult  children,  as to which shares he
                                disclaims any beneficial interest.





                                                                     Page 6 of 7

                           (iv) Shared   power  to  dispose  or  to  direct  the
                                disposition of: 0 shares.

Item 5.       OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

        If this  statement is being filed to report the fact that as of the date
hereof the reporting  person has ceased to be the beneficial  owner of more than
five percent of the class of securities, check the following. [ ]

Item 6.           OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
                  ANOTHER PERSON.

                  Not applicable.

Item 7.           IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
                  ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
                  HOLDING COMPANY.

                  Not applicable.

Item 8.           IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
                  GROUP.

                  Not applicable.

Item 9.           NOTICE OF DISSOLUTION OF GROUP.

                  Not applicable.






                                                                     Page 7 of 7
Item 10.          CERTIFICATION.

                  By signing  below I certify  that, to the best of my knowledge
                  and belief, the securities  referred to above were acquired in
                  the ordinary  course of business and were not acquired for the
                  purpose  of  and  do  not  have  the  effect  of  changing  or
                  influencing  the control of the issuer of such  securities and
                  were not acquired in connection  with or as a  participant  in
                  any transaction having such purposes or effect.

                                    SIGNATURE

        After  reasonable  inquiry and to the best of its or his  knowledge  and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.


                                              February   12, 1997
                                   ---------------------------------------------
                                                      (Date)


                                            /s/ Robert I. Rudko, Ph.D.
                                   ---------------------------------------------
                                                   (Signature)


                                   Robert I. Rudko, Ph.D., Chairman of the Board
                                   ---------------------------------------------
                                                (Name and Title)







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