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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 (Date of earliest event reported) March 12, 1999
PLC SYSTEMS INC.
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(Exact name of Registrant as specified in charter)
British Columbia
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(State or other jurisdiction of incorporation)
1-11388 04-3153858
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(Commission File Number) (IRS Employee Identification No.)
10 Forge Park, Franklin, Massachusetts 02038
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (508) 541-8800
Not Applicable
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(Former name or former address, if changed since last report)
THIS DOCUMENT CONSISTS OF 6 PAGES.
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Item 5. OTHER EVENTS.
On March 12, 1999, PLC Systems Inc. (the "Company") changed its place of
incorporation from British Columbia, Canada, to the Yukon Territory, Canada.
Stockholders authorized the Company to change in its place of incorporation
to the Yukon Territory at the 1998 Annual Meeting of Stockholders.
Item 7. EXHIBITS.
Exhibit Number Description
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5.1 Opinion of Anton Campion MacDonald Oyler Buchan.
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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.
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(Registrant)
Date: March 17, 1999 By: /s/ ROBERT SVIKHART
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Robert Svikhart
Chief Financial Officer and Treasurer
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EXHIBIT INDEX
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Exhibit Page
Number Description Number
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<S> <C> <C>
5.1 Opinion of Anton Campion MacDonald Oyler Buchan. 5
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Exhibit 5.1
ANTON CAMPION MACDONALD OYLER BUCHAN
BARRISTERS AND SOLICITORS
[LETTERHEAD]
March 17, 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. $12,000,000 worth of common shares (the "Shares")
in the capital of the Corporation, of which $1,055,555.56 worth of common
shares in the capital of the Corporation (that is, 293,085 common shares)
have to date been issued. 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 "Resolutions").
For the purpose of this 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
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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
(Registration No. 333-68923) under the caption "Legal Matters".
Yours truly,
ANTON CAMPION MACDONALD OYLER BUCHAN
/s/ Gareth C. Howells
Gareth C. Howells
GCH/blb
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