PLC SYSTEMS INC
8-K, 1997-03-05
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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                       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: February 26, 1997



                                PLC SYSTEMS INC.
                                ----------------
               (Exact Name of Registrant as Specified in Charter)



  British Columbia, Canada          0-19561                     04-3153858
  ------------------------          -------                     ----------
(State or Other Jurisdiction      (Commission                (I.R.S. Employer
     of Incorporation)            File Number)            Identification Number)


                  10 Forge Park, Franklin, Massachusetts 02038
                  --------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)




                                 (508) 541-8800
                                 --------------
              (Registrant's Telephone Number, Including Area Code)









                                TABLE OF CONTENTS

                                    FORM 8-K

                                February 26, 1997



                  Item                                                    Page
                  ----                                                    ----

Item 5.           Other Events                                              1

Item 7.           Exhibits                                                  1

Signature                                                                   2


                                        i





ITEM 5.           OTHER EVENTS.

         The press release of the Registrant  dated February 26, 1997, a copy of
which is annexed  hereto as Exhibit  Number 99a, is  incorporated  by  reference
herein.  The press  release  describes the  notification  from the Food and Drug
Administration  ("FDA") to the Registrant that the Registrant's  application for
its proprietary  1000 watt,  carbon dioxide (CO2) Heart Laser(TM) has been filed
with the FDA.

         The press release of the Registrant  dated February 27, 1997, a copy of
which is annexed  hereto as Exhibit  Number 99b, is  incorporated  by  reference
herein.  The press release contains the Registrant's  financial  results for the
fourth quarter and year ended December 31, 1996.

ITEM 7.           EXHIBITS

         The following exhibits are filed herewith:

Exhibit
  No.                                  Title
  ---                                  -----

99a              Press Release of the Registrant dated February 26, 1997.

99b              Press Release of the Registrant dated February 27, 1997.



                                        1





                                   SIGNATURES
                                   ----------



         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.



                                                 By: /s/ Patricia L. Murphy
                                                     --------------------------
                                                     Patricia L. Murphy
                                                     Chief Financial Officer


Date: March 5, 1997



                                        2




                                  EXHIBIT INDEX



  Exhibit
    No.                             Title
    ---                             -----
    99a             Press Release of the Registrant dated February 26, 1997.

    99b             Press Release of the Registrant dated February 27, 1997.





                                        3





NEWS RELEASE                                 PLC
                                             MEDICAL
                                             SYSTEMS, INC.


FOR IMMEDIATE RELEASE:


CONTACTS:     MICHELE FASANO
              DIRECTOR OF CORPORATE COMMUNICATIONS
              800-211-7327


                 FOOD AND DRUG ADMINISTRATION FILES PLC SYSTEMS'
                         PREMARKET APPROVAL APPLICATION
                              FOR THE HEART LASERTM

              - A MILESTONE ACHIEVEMENT IN THE FDA REVIEW PROCESS -

FRANKLIN,  MA,  FEBRUARY 26, 1997 -- PLC SYSTEMS INC.  (AMEX SYMBOL:  PLC) today
announced that the Company's  expedited PreMarket Approval (PMA) application for
its  proprietary  1000 watt CO2 Heart  Laser has been filed by the Food and Drug
Administration  (FDA).  The filing of this expedited PMA  application  indicates
that  the FDA is  prepared  to  prioritize  and  commit  its  resources  to this
application through the remaining review process

M. Lee Hibbs,  President and CEO of PLC Systems Inc., stated, "The filing of our
application is a major milestone achievement in the FDA review process. The fact
that expedited  review has been granted should  intensify the FDA'a activity and
may compress the  remaining  process  time." Mr. Hibbs  continued,  "After seven
years of development and clinical  testing of The Heart LaserTM in the treatment
of coronary artery disease, PLC Systems has entered what we believe is the final
stage of a definitive process toward FDA approval.  We believe the recent filing
of the PMA  application  for the Company's CO2 Heart Laser allows PLC Systems to
remain on track for an FDA approval this year,  establishing a long,  solid U.S.
lead time for The Heart LaserTM over any competing technologies."

Mr. Hibbs  concluded,  "The  clinical  results of TMR using The Heart LaserTM in
late  stage  coronary  artery  disease  patients  have been  published  in major
cardiovascular  journals  worldwide as well as  presented at several  scientific
meetings. The results have demonstrated  statistically significant reductions in
chest pain,  increases  in  myocardial  perfusion  and  improvements  in patient
quality of life.  We believe The Heart LaserTM has the potential to be a leading
device in the treatment of heart disease. It is the Company's  expectations that
TMR using The Heart  LaserTM will be rapidly  accepted as a standard of care for
end-stage  coronary artery disease  patients as well as evaluated and used as an
adjunct  to  the  approximate   675,000  cardiac  bypass   surgeries   performed
worldwide."


                                    - OVER -





PLC SYSTEMS INC. is a cardiac  revascularization  company whose mission is to be
the global  leader in  Transmyocardial  Revascularization  (TMR) by  pioneering,
developing and supplying TMR systems and their components. TMR has the potential
to provide patients  suffering from coronary artery disease a third  alternative
or adjunct to angioplasty and cardiac bypass surgery. PLC Medical Systems, Inc.,
a wholly owned subsidiary of PLC Systems Inc., has developed the CO2 Heart Laser
which  employs the  Company's  patented  heart-synchronized  pulsed laser system
technology  for TMR.  PLC  Systems  has been  granted  expedited  review  of its
PreMarket  Approval (PMA)  application  for TMR using The Heart LaserTM to treat
cardiac  patients with  medically  refractory  angina who are not candidates for
angioplasty or bypass surgery.


                                      # # #



Note:  Certain of the above  statements may be  forward-looking  statements that
involve risks and uncertainties.  In such instances, actual results could differ
materially  as  a  result  of  a  variety  of  factors   including   competitive
developments,  no guarantee  of FDA approval and other risk factors  listed from
time to time in the Company's SEC reports.


NEWS RELEASE                                 PLC
                                             MEDICAL
                                             SYSTEMS, INC.



FOR IMMEDIATE RELEASE

CONTACT:      MICHELE FASANO
              DIRECTOR OF CORPORATE COMMUNICATIONS
              800-211-7327

                       PLC SYSTEMS REPORTS FOURTH QUARTER
                         AND YEAR END FINANCIAL RESULTS

        - COMPANY SHIPS 31 HEART LASERS IN 1996, UP 35% OVER LAST YEAR -

          - THE FDA FILES THE PMA APPLICATIONS FOR THE HEART LASERTM -

FRANKLIN,  MA,  FEBRUARY 27, 1997 -- PLC SYSTEMS INC.  (AMEX SYMBOL:  PLC) today
announced  financial  results for the fourth quarter and year ended December 31,
1996.

Total revenues for the fourth quarter ended December 31, 1996 were $3,120,000 as
compared to revenues of $7,399,000  for the  corresponding  quarter in 1995. The
net loss for the fourth quarter ended December 31, 1996 was $1,351,000, or $0.08
per  share,  compared  to net  income of  $3,208,000  or $0.19 per share for the
fourth quarter of 1995.

Total revenues for the year ended December 31, 1996 were  $11,872,000,  compared
to revenues of  $13,345,000  for the year ended  December 31, 1995. The net loss
for the year  ended  December  31,  1996 was  $1,540,000,  or $0.09  per  share,
compared  to net  income of  $2,004,000,  or $0.12 per share for the year  ended
December 31, 1995.

The  Company  shipped  a record  13 Heart  Lasers in the  fourth  quarter  ended
December 31, 1996. Of these shipments, nine were placements and four were sales.
For the full year 1996 the  Company  shipped 31 Heart  Lasers,  of which 17 were
placements  and 13 were sales (one Heart Laser was shipped for research  testing
only).  This  compares to 23 Heart Laser  shipments  for the full year 1995,  of
which nine were placements and 14 were sales.

"We are pleased to report that the Company reached its goal of shipping 30 Heart
Lasers in 1996," stated M. Lee Hibbs, President and CEO of PLC Systems Inc. "The
13 Heart Laser  shipments in the fourth quarter of 1996 is a record best for PLC
Systems. The majority of Heart Laser shipments were placement contracts,  and we
believe this will benefit the Company over time. In fact, the  placement/service
fees in 1996 doubled the fees collected in the prior year." Mr. Hibbs continued,
"More  importantly,  the Food and Drug  Administration  has notified the Company
that its PMA application for The Heart LaserTM has been officially  filed at the
Agency.

                                    - MORE -





                                                                PLC Systems Inc.
                                                Fourth Quarter/Year End Earnings
                                                                          Page 2

We are very excited  about the filing of the  Company's PMA by the FDA. It is an
important  step toward full approval and is necessary  before an advisory  panel
meeting can be scheduled.  TMR has been granted  expedited review by the FDA and
therefore,  The Heart Laser PMA  application  is given priority in review at the
Agency.  We have high  hopes  that the PMA  application  will  progress  rapidly
through the final stages of approval."

PLC Systems has implemented both a placement  strategy and a  direct/distributor
sales  strategy for Heart Laser  purchases.  The  placement  program  allows the
Company to receive  recurring  revenues based on usage of The Heart Laser rather
than  one-time  revenues for the sale of each Heart Laser.  Under the  placement
model, an installation fee of up to $25,000 is recorded when The Heart Laser TMR
system  is  installed  and the  Company  then  receives  a fee  per  contractual
agreements.

Commenting on the Company's financial results,  Patricia Murphy, Chief Financial
Officer of PLC Systems Inc., stated,  "Nineteen  ninety-six is the first year in
the  Company's  history in which the number of Heart  Lasers  shipped  under the
placement  model  exceeded the number of lasers sold.  In 1996,  17 Heart Lasers
were  shipped  under the  placement  model (nine in the fourth  quarter)  and 13
lasers were shipped as sales.  In the prior year,  the Company  shipped 23 Heart
Lasers but the  majority of those  shipments  were  sales.  Included in the 1995
sales were six fourth quarter shipments to the Company's  exclusive  distributor
in Japan, a contract  valued at over $5 million.  PLC Systems is pleased to have
achieved  roughly the same revenue as last year without any similar  agreements.
In  addition,  the Company  made the  transition  to a higher level of placement
contracts versus sales.  PLC Systems will continue to emphasize  shipments under
the placement  contract as we believe this will benefit the Company long term by
providing more revenue over an extended period of time."

Ms. Murphy continued, "As we move forward in the FDA review process, PLC Systems
has begun to  prepare  for the  expected  launch of The  Heart  Laser.  Selling,
general and administrative  expenses  increased  significantly over last year as
the  Company  established  three new  international  subsidiaries  in the fourth
quarter and increased its sales,  marketing and clinical  service  presence both
domestically  and abroad.  Additionally,  PLC moved to a new 37,000  square foot
facility, increased staffing in all departments and expanded its presence at the
various medical/scientific  meetings." She continued,  "Research and development
costs  increased as PLC Systems  began the  development  of a second  generation
Heart  Laser  and its  fiber  based  percutaneous  TMR  program.  We  have  also
undertaken  additional  clinical  studies (i.e., TMR in combination with cardiac
bypass surgery). These new projects are important in building upon the potential
markets for TMR. Management  estimates the initial U.S. market for TMR using The
Heart Laser to be approximately  150,000  patients and growing.  Yet, we believe
the  greatest  market  potential  for TMR with The Heart  Laser is as an adjunct
therapy  to  the  approximate  675,000  bypass  surgeries  performed  each  year
worldwide."

Updating  investors on the progress of TMR using the  Company's CO2 Heart Laser,
M. Lee Hibbs,  President and CEO of PLC Systems Inc.  stated,  "To date,  nearly
3,000 patients in 29 countries have received  treatment with The Heart Laser. In
1996,  we succeeded  in doubling  the number of patients  treated as well as the
number  of  countries  in  which  TMR is  available.  TMR  using  the  Company's
proprietary  CO2 Heart  Laser is on the  agenda of nearly  every  major  medical
meeting worldwide and

                                    - MORE -





                                                                PLC Systems Inc.
                                                Fourth Quarter/Year End Earnings
                                                                          Page 3

the U.S.  clinical  results  continue to be  outstanding.  The annual  U.S.  TMR
Symposia will be sponsored  this year by the Washington  Heart  Institute and is
scheduled  for May 1997.  In  addition,  new data will be  presented at both the
American  College  of  Cardiology  and  the  American  Association  of  Thoracic
Surgeons.  Nineteen  ninety-seven  promises to be a very  exciting  year for PLC
Systems.  We plan to  introduce,  for the first time,  TMR using The Heart Laser
into several countries and expect to exceed the 31 shipments made in 1996."

PLC  SYSTEMS  INC. is a cardiac  revascularization  company  developing  medical
systems and  technology  with the potential to provide  patients  suffering from
coronary  artery disease a third  alternative to angioplasty  and cardiac bypass
surgery.  PLC Medical  Systems,  Inc., a wholly owned  subsidiary of PLC Systems
Inc.,  has developed The Heart Laser which uses  patented  technology  for a new
cardiosurgical  procedure known as transmyocardial  revascularization (TMR). The
Company  has been  granted  expedited  review of its  premarket  approval  (PMA)
application  for TMR  using  the 1000  watt  CO2  Heart  Laser to treat  cardiac
patients with medically refractory angina who are not candidates for angioplasty
or bypass surgery.



Note:  Certain of the above  statements may be  forward-looking  statements that
involve risks and uncertainties.  In such instances, actual results could differ
materially  as  a  result  of  a  variety  of  factors   including   competitive
developments,  no guarantee  of FDA approval and other risk factors  listed from
time to time in the Company's SEC reports.



                                    - MORE -





                                                                PLC Systems Inc.
                                                Fourth Quarter/Year End Earnings
                                                                          Page 4

                                PLC SYSTEMS INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    (Dollars in thousands, except per share)

<TABLE>
<CAPTION>
                                                         Three Months Ended                 Year Ended
                                                             December 31,                  December 31,
                                                       ----------------------           ------------------
                                                       1996            1995             1996              1995
                                                       ----            ----             ----              ----
<S>                                                     <C>             <C>               <C>             <C>    
Revenues:
  Product Sales............................             $2,314          $6,886            $9,082          $11,938
  Placements/Service.......................                806             513             2,790            1,407
                                                        ------          ------           -------          -------
    Total Revenues.........................              3,120           7,399            11,872           13,345

Cost of Revenues:
  Product..................................                976           1,703             2,911            4,177
  Placements/Service.......................                416             192             1,155              386
                                                       -------         -------           -------          -------
    Total Cost of Revenues.................              1,392           1,895             4,066            4,563

Gross profit ..............................              1,728           5,504             7,806            8,782

Operating expenses:
  Selling, general and administrative......              2,426           1,794             7,023            5,035
  Research costs...........................                791             530             2,835            2,246
                                                        ------         -------          --------          -------
    Total operating expenses...............              3,217           2,324             9,858            7,281

Income/(loss) from operations..............            (1,489)           3,180           (2,052)            1,501
Other Income...............................                134             113               512              588
                                                     ---------          ------          --------          -------
Income/(loss) before taxes.................            (1,355)           3,293           (1,540)            2,089
Provision for income taxes.................               (4)               85                 0               85
                                                   -----------         -------         ---------          -------
Net income/(loss)..........................           ($1,351)          $3,208          ($1,540)           $2,004
                                                     ========          =======          ========         ========

Net income/(loss) per share................            ($0.08)           $0.19          ($0.09)             $0.12

Shares used to compute
  net income/(loss) per share.............          16,511,000      17,114,000        16,376,000       16,590,000

</TABLE>
                            BALANCE SHEET HIGHLIGHTS

<TABLE>
<CAPTION>
                                                               December 31,            December 31,
                                                                 1996                      1995
                                                                 ----                      ----
<S>                                                              <C>                       <C>   
Cash and short term investments......................            $8,509                    $7,204
Total current assets.................................            14,168                    16,230
Total Assets.........................................            19,417                    18,290

Total current liabilities............................             2,923                     2,689
Stockholders' equity.................................            16,467                    15,508

</TABLE>
                                       ###



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