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Filing Pursuant to Rule 424(b)(2)
Registration Statement No. 333-68923
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED FEBRUARY 16, 1999)
30,146 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 30,146 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 $100,000. The
$100,000 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 $5,500 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 $94,500. 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.
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MARKET FOR OUR COMMON STOCK
On March 16, 1999, the last reported sales price of our common
shares on the American Stock Exchange was $3.3125 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 March 10, 1999 and before the issuance of shares pursuant to
this prospectus supplement, we have 20,200,330 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.
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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.
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The date of this prospectus supplement is March 17, 1999.
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TABLE OF CONTENTS
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Page
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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
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