PLC SYSTEMS INC
8-K, 1999-02-23
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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<PAGE>

                         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)       February 23, 1999
                                                 ------------------------------


                                          
                                          
                                  PLC SYSTEMS INC.
- -------------------------------------------------------------------------------
                 (Exact name of Registrant as specified in charter)
                                          
                                          
                                  British Columbia
- -------------------------------------------------------------------------------
                   (State or other jurisdiction of incorporation)

           1-11388                                 04-3153858
- ---------------------------               -------------------------------------
(Commission File Number)                  (IRS Employee Identification No.)


10 Forge Park, Franklin, Massachusetts                           02038
- -------------------------------------------------------------------------------
(Address of principal executive offices)                      (Zip Code)


Registrant's telephone number, including area code     (508) 541-8800
                                                    ---------------------------

                                  Not Applicable
- -------------------------------------------------------------------------------
           (Former name or former address, if changed since last report)



                                          
                         THIS DOCUMENT CONSISTS OF 6 PAGES.

<PAGE>

Item 5.  OTHER EVENTS.

     News Release dated February 23, 1999, filed as Exhibit 20.1 to this Current
     Report on Form 8-K, is incorporated by reference herein.

Item 7.  EXHIBITS.

<TABLE>
<CAPTION>

  Exhibit Number                             Description
- -----------------       --------------------------------------------------------
<S>                     <C>
       20.1               News Release dated February 23, 1999.



</TABLE>











                                        2

<PAGE>

                                     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.
                                    ----------------------------------------
                                                 (Registrant)
     

Date: February 23, 1999             By:  /s/ ROBERT SVIKHART
                                         ------------------------------------
                                         Robert Svikhart
                                         Chief Financial Officer and Treasurer






                                   EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit                                                                 Page
Number                   Description                                   Number
- --------  --------------------------------------------------------     ------
<S>       <C>                                                          <C>
20.1        News Release dated February 23, 1999.                        4

</TABLE>














                                     3


<PAGE>

EXHIBIT 20.1

FOR IMMEDIATE RELEASE:
- ---------------------


Contacts: 
PLC Systems Inc.                        Noonan/Russo Communications, Inc.
Robert Svikhart                         (212) 696-4455
Chief Financial Officer                 Meredith Milewicz, ext. 228
508-541-8800, ext. 153                  Heather Hennessy, ext. 274    
                                        [email protected]
                                          
                                          
                       PLC REPORTS RESULTS FOR FOURTH QUARTER
                          AND YEAR ENDED DECEMBER 31, 1998

FRANKLIN, MA, FEBRUARY 23, 1999 - PLC SYSTEMS INC. (AMEX: PLC), a leader in
transmyocardial revascularization (TMR), today reported results for the fourth
quarter and year ended December 31, 1998.

Total revenues for the quarter ended December 31, 1998 were $2,453,000 compared
to $2,046,000 in the fourth quarter of 1997.  The net loss for the quarter ended
December 31, 1997 was $3,259,000, or $0.17 per share, compared to a net loss of
$5,123,000, or $0.28 per share, in the fourth quarter of 1997.

Total revenues for the year ended December 31, 1998 were $5,693,000 compared to
$8,941,000 in 1997.  The net loss for the year ended December 31, 1998 was
$16,603,000, or $0.86 per share, based on 19.2 million weighted average shares
outstanding, compared with a net loss of $14,404,000, or $0.84 per share, based
on 17.1 million weighted average shares outstanding, for the year ended December
31, 1997.  Cash and equivalents were $4,846,000.

"We continued our trend toward profitability in the fourth quarter," said
William C. Dow, president and chief executive officer of PLC. "Fourth quarter
revenue increased more than 50% from the third quarter and operating expenses
remained flat, resulting in a reduction of nearly 20% in our quarterly loss. 
Perhaps more importantly, we reduced our burn rate by more than 25%."

"We were pleased with our sales activity in the fourth quarter," added Dow.  "We
completed 13 transactions with new and existing customers, including a new
shipment to the Peoples Republic of China, the sale of an existing system in
Germany and contract extensions at two leading domestic teaching hospitals."

At December 31, 1998, PLC had an installed base of 111 systems worldwide, all of
which have

                                       4


<PAGE>

been designed to be used exclusively in TMR procedures.  These systems have 
been used in more than 4,300 TMR procedures worldwide, which represents the 
largest number of procedures performed on a single system in the industry.

"Looking forward, we are encouraged by HCFA's decision to provide 
reimbursement for TMR and the favorable assessment by the Blue Cross and Blue 
Shield Technology Evaluation Center," added Dow.  "We anticipate significant 
growth during 1999."

Transmyocardial revascularization (TMR) using The Heart Laser System is 
performed on a beating heart, generally through a small left chest incision. 
The Heart Laser System is synchronized to the patient's heartbeat and is used 
to create between 20 and 40 channels through oxygen-deprived muscle, into the 
heart's left ventricle.  It is believed this allows blood to flow into the 
heart muscle again, despite blocked arteries. 
                                          
TMR is intended for patients with severe angina refractory to medical 
management who cannot be adequately treated by other revascularization 
procedures, such as coronary artery bypass graft (CABG) or percutaneous 
transluminal coronary angioplasty (PTCA).  The FDA's approval was based upon 
findings from clinical trials of significant reductions in angina, increases 
in myocardial perfusion and improvement in quality of life measurements among 
patients with severe angina. 

TMR using The Heart Laser System is considered less invasive heart surgery.  
It usually involves a small left chest incision; generally does not 
necessitate a blood transfusion; and, because it isperformed on a beating 
heart, does not require the use of a heart lung machine.  Recovery is 
potentially quicker, less traumatic and less costly than in open-heart 
procedures.

PLC Systems Inc. is a cardiac revascularization company that is pioneering, 
developing and supplying the systems and components for TMR.  Although not an 
FDA approved indication, the Company is also investigating TMR as a potential 
adjunct to cardiac bypass surgery.  PLC, founded in 1981, is located in 
Franklin, Massachusetts.
                                          
                                          
NOTE: CERTAIN OF THE ABOVE STATEMENTS MAY BE FORWARD-LOOKING STATEMENTS THAT
INVOLVE RISKS AND UNCERTAINTIES.  ACTUAL RESULTS COULD DIFFER MATERIALLY FROM
THOSE INDICATED BY SUCH FORWARD-LOOKING STATEMENTS AS A RESULT OF A VARIETY OF
FACTORS, INCLUDING COMPETITIVE DEVELOPMENTS, REGULATORY APPROVAL REQUIREMENTS,
THE ABILITY TO CONVINCE HEALTH CARE PROFESSIONALS AND THIRD PARTY PAYERS OF THE
MEDICAL AND ECONOMIC BENEFITS OF THE HEART LASER SYSTEM, NO ASSURANCE THAT ALL
PAYERS WILL REIMBURSE HEALTH CARE PROVIDERS WHO PERFORM TMR PROCEDURES OR THAT
REIMBURSEMENT, IF PROVIDED, WILL BE ADEQUATE, AND RISK FACTORS DESCRIBED IN THE
COMPANY'S ANNUAL REPORT, SEC FORM 10-K FOR FISCAL YEAR ENDED DECEMBER 31, 1997,
AND THE COMPANY'S OTHER SEC REPORTS. 


                           (FINANCIAL TABLE FOLLOWS)


                                       5

<PAGE>
                                  PLC SYSTEMS INC.
                        CONSOLIDATED STATEMENTS OF OPERATIONS
                        (In thousands, except per share data)


<TABLE>
<CAPTION>
                                            Three Months Ended            Year Ended
                                               December 31,              December 31, 
                                            -------------------   ---------------------
                                             1998       1997         1998         1997 
                                             ----       ----         ----         ----
<S>                                      <C>          <C>         <C>         <C>
Revenues:
  Product sales. . . . . . . . . . . . .  $ 1,527     $ 1,281     $  3,088     $ 5,687 
  Placement and service fees . . . . . .      926         765        2,605       3,254 
                                          -------     -------     --------     -------
     Total revenues. . . . . . . . . . .    2,453       2,046        5,693       8,941 
  
Cost of revenues:
  Product sales. . . . . . . . . . . . .      910         826        1,945       2,721 
  Placement and service fees . . . . . .      643         971        2,622       2,595
                                          -------     -------     --------     ------- 
     Total cost of revenues. . . . . . .    1,553       1,797        4,567       5,316 
  
Gross profit . . . . . . . . . . . . . .      900         249        1,126       3,625 
  
Operating expenses:
  Selling, general and administrative. .    3,397       3,638       13,718      13,049 
  Research and development . . . . . . .      875       1,761        4,468       5,158 
                                          -------     -------     --------     -------
    Total operating expenses . . . . . .    4,272       5,399       18,186      18,207 
  
Loss from operations . . . . . . . . . .   (3,372)     (5,150)     (17,060)    (14,582)

Other income:
Interest income, net . . . . . . . . . .       46         172          379         346 
Other income . . . . . . . . . . . . . .       63          -            63          -  
Income (loss) from foreign 
  currency, net. . . . . . . . . . . . .        4        (145)          15        (168)
                                          -------     -------     --------     -------

Net loss . . . . . . . . . . . . . . . .  $(3,259)    $(5,123)    $(16,603)   $(14,404)
                                          -------     -------     --------     -------
                                          -------     -------     --------     -------
 
Basic and diluted loss per share . . . .  $  (.17)    $ ( .28)    $   (.86)   $   (.84)
  
Shares used to compute basic and
 diluted loss per share. . . . . . . .     19,635      18,170        19,218     17,050 
</TABLE>

                                 CONDENSED BALANCE SHEET
                                     (In thousands)

<TABLE>
<CAPTION>

                                                      December 31,            December 31,
                                                         1998                     1997 
                                                     ------------             ------------
<S>                                                  <C>                      <C>
Cash, cash equivalents and 
  marketable securities. . . . . . . . .                $4,846                  $16,329
Total current assets . . . . . . . . . .                10,608                   20,680
Total assets . . . . . . . . . . . . . .                16,257                   27,017
Total current liabilities, excluding 
  Convertible Debentures . . . . . . . .                 5,537                    7,887
Convertible Debentures . . . . . . . . .                   934                    3,819
Shareholders' equity . . . . . . . . . .                10,662                   19,009
</TABLE>



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