<PAGE>
Filing Pursuant to Rule 424(b)(2)
Registration Statement No. 333-68923
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED FEBRUARY 16, 1999)
209,677 Shares
PLC SYSTEMS INC.
COMMON STOCK
--------------
You should read this prospectus supplement and the accompanying
prospectus carefully before you invest. Both documents contain information
you should consider when making your investment decision.
SEE "RISK FACTORS" BEGINNING ON PAGE 2 OF THE PROSPECTUS TO READ ABOUT
FACTORS YOU SHOULD CONSIDER BEFORE BUYING SHARES OF THE COMMON STOCK.
PLAN OF DISTRIBUTION
We are offering 209,677 shares of our common stock to an institutional
investor pursuant to this prospectus supplement. The common stock will be
purchased at a negotiated purchase price of $700,000. The $700,000 purchase
price reflects the average of recent trading prices of the common stock on
the American Stock Exchange, net of a 7% discount. In addition, we will pay
$38,500 in commissions on the sale of our common stock. We will not pay any
other compensation in conjunction with this sale of our common stock. We
have agreed to indemnify the institutional investor against liabilities,
including liabilities under the Securities Act of 1933.
USE OF PROCEEDS
The net proceeds to us from this offering will be $661,500. We plan to
use the net proceeds for general corporate purposes, including:
- repaying our obligations as they become due;
- financing capital expenditures; and
- working capital.
Pending use of the net proceeds for any of these purposes, we may invest the
net proceeds in short-term investment grade instruments, interest-bearing
bank accounts, certificates of deposit, money market securities, U.S.
government securities or mortgage-backed securities guaranteed by federal
agencies.
S-1
<PAGE>
MARKET FOR OUR COMMON STOCK
On April 14, 1999, the last reported sales price of our common shares on
the American Stock Exchange was $3.00 per share. Our common stock is listed
on the American Stock Exchange under the symbol "PLC." The common stock sold
under this prospectus supplement will be listed on the American Stock
Exchange after we notify the American Stock Exchange that the shares have
been issued.
As of April 14, 1999 and before the issuance of shares pursuant to this
prospectus supplement, we have 20,230,476 shares of common stock outstanding.
RECENT DEVELOPMENTS
On March 12, 1999, we changed our place of incorporation from British
Columbia, Canada, to the Yukon Territory, Canada. As discussed on page 5 of
the prospectus, our stockholders have already approved the change in our
place of incorporation at the 1998 Annual Meeting of Stockholders.
LEGAL MATTERS
Certain legal matters with respect to the common stock offered hereby
will be passed upon for us by Brownstein Hyatt Farber & Strickland, P.C. of
Denver, Colorado, and Anton Campion MacDonald Oyler Buchan of Whitehorse,
Yukon Territory.
GENERAL
You should rely only on the information provided or incorporated by
reference in this prospectus supplement and the prospectus. We have not
authorized anyone else to provide you with different information. You should
not assume that the information in this prospectus supplement is accurate as
of any date other than the date on the front of these documents.
--------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY
BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
--------------
The date of this prospectus supplement is April 15, 1999.
S-2
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
PROSPECTUS SUPPLEMENT
Plan of Distribution....................................................... S-1
Use of Proceeds............................................................ S-1
Market for Our Common Stock................................................ S-2
Recent Developments........................................................ S-2
Legal Matters.............................................................. S-2
General.................................................................... S-2
PROSPECTUS
Risk Factors............................................................... 2
Highlights of Our Company.................................................. 8
Recent Developments........................................................ 9
Use of Proceeds............................................................ 9
Plan of Distribution....................................................... 9
Legal Matters.............................................................. 10
Experts.................................................................... 10
Where You Can Find More Information........................................ 10
</TABLE>
S-3
