<PAGE>
As Filed with the Securities and Exchange Commission on June 4, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PLC SYSTEMS INC.
(Exact name of registrant as specified in its charter)
YUKON TERRITORY 04-3153858
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
JENNIFER MILLER, ESQ.
PLC Systems Inc.
10 Forge Park
Franklin, Massachusetts 02038
(508) 541-8800
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
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Copy to:
STEVEN S. SIEGEL
Brownstein Hyatt Farber & Strickland, P.C.
410 Seventeenth Street, 22nd Floor
Denver, Colorado 80202
(303) 534-6335
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Approximate date of commencement of proposed sale to public: as soon as
practicable after the registration statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earliest
effective registration statement for the same offering. [X] 333-68923
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of each class of Proposed maximum Amount of
securities to be registered aggregate offering price Registration Fee
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<S> <C> <C>
Common Stock, no par $2,028,888 (1) $564.03 (1)
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</TABLE>
(1) The maximum aggregate offering price of the Common Stock registered
hereunder will not exceed $2,028,888. For the purpose of calculating the
amount of common stock to be registered pursuant to this Registration
Statement and Rule 462(b), $10,144,444 of the $12,000,000 of common stock
previously registered on Registration Statement No. 333-68923 remains to
be issued as of the date of this filing. Pursuant to Rule 457(o), the
registration fee is calculated on the aggregate maximum offering price of
the Common Stock, and the table does not specify information about the
amount of shares to be registered or the proposed maximum offering price
per share.
<PAGE>
INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT
ON FORM S-3, FILE NO. 333-68923
PLC Systems, Inc. (the "Company") hereby incorporates by reference into
this Registration Statement on Form S-3 in its entirety the Registration
Statement on Form S-3 (File No. 333-68923) declared effective on February 16,
1999 by the Securities and Exchange Commission ( the "Commission"), including
each of the documents filed by the Company with the Commission and
incorporated or deemed to be incorporated by reference therein.
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ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
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<S> <C>
5.1 Opinion of Anton Campion MacDonald Oyler Buchan.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Anton Campion MacDonald Oyler Buchan (included in
Exhibit 5.1).
24.1 Power of Attorney (Exhibit 24.1 to Registration Statement
No. 333-68923).
</TABLE>
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Franklin, state of Massachusetts,
on June 4, 1999.
PLC SYSTEMS INC.
a Yukon Territory corporation
By: /s/ WILLIAM C. DOW
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Name: William C. Dow
Title: President, Chief Executive Officer
and Director (PRINCIPAL EXECUTIVE
OFFICER)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement and Power of Attorney has been signed below by the
following persons in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
NAME TITLE DATE
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<S> <C> <C>
/s/ WILLIAM C. DOW President, Chief Executive Officer June 4, 1999
- --------------------------- and Director (PRINCIPAL EXECUTIVE
William C. Dow OFFICER)
/s/ ROBERT SVIKHART Chief Financial Officer and Treasurer June 4, 1999
- --------------------------- (PRINCIPAL FINANCIAL OFFICER AND
Robert Svikhart PRINCIPAL ACCOUNTING OFFICER)
/s/ EDWARD PENDERGAST* Chairman of the June 4, 1999
- --------------------------- Board of Directors
Edward Pendergast
/s/ H.B. BRENT NORTON* Director June 4, 1999
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H.B. Brent Norton, M.D.
/s/ KENNETH J. PULKONIK* Director June 4, 1999
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Kenneth J. Pulkonik
/s/ ROBERT I. RUDKO* Director June 4, 1999
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Robert I. Rudko, Ph.D
/s/ ROBERTS A. SMITH* Director June 4, 1999
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Roberts A. Smith, Ph.D
* By William C. Dow, attorney-in-fact.
</TABLE>
4
<PAGE>
Exhibit 5.1
[LETTERHEAD]
June 4, 1999
PLC Systems Inc.
10 Forge Park
Franklin, Massachusetts
02038
Ladies and Gentlemen:
We are Yukon counsel for PLC Systems Inc. (the "Corporation") which we
understand has filed with the U.S. Securities & Exchange Commission a
Registration Statement on Form S-3 ("Registration Statement") that relates to
the issuance of up to U.S. $2,028,888 worth of common shares (the "Shares")
in the capital of the Corporation. We further understand that the shares will
be issued and sold pursuant to resolutions of the Board of Directors of the
corporation passed January 22, 1999 (the "Resolution").
For the purpose of the opinion we have reviewed:
1. certified copy of the Resolutions; and
2. such corporate records of the Corporation and such other documents as we
have deemed appropriate to give this opinion.
We have assumed the genuineness of all signatures, the legal capacity of all
individuals and the authenticity of all documents submitted to us as
originals and the conformity to authentic original documents of all documents
submitted to us as certified, conformed or photostatic copies or facsimiles
thereof.
Based and relying upon and subject to the foregoing, we are of the opinion
that upon receipt of payment in full therefor in accordance with the
Resolutions, the Shares will be validly issued, fully paid and non-assessable.
The opinions expressed in this letter are subject to the following exceptions
and qualifications;
(a) we do not express any opinion with respect to the laws of any
jurisdiction other than the Yukon Territory and the laws of Canada
specifically applicable thereto; and
(b) our opinions are based on legislation and regulations in effect on the
date hereof.
This opinion is delivered exclusively for the benefit and use of the persons
to whom it is addressed and is not to be used or relied upon, used by or
distributed by any other person or party without our prior written consent.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the current
report on Form 8-K as it is proposed to be filed and to the use of our name
in the Prospectus that is part of the Registration Statement on Form S-3
(Registration No. 333-68923) under the caption "Legal Matters."
Yours truly,
ANTON CAMPION MACDONALD OYLER BUCHAN
/s/ Gareth C. Howells
GCH/blb
<PAGE>
Exhibit 23.1
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3, No. 333-68923) and the related Prospectus
of PLC Systems Inc. and to the incorporation by reference therein of our
report dated February 19, 1999, except for Note 11, as to which the date is
March 4, 1999, with respect to the consolidated financial statements of PLC
Systems Inc. included in its Annual Report (Form 10-K) for the year ended
December 31, 1998, and our report dated March 25, 1999 with respect to the
related financial statement schedule included therein, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Boston, Massachusetts
June 3, 1999
