PLC SYSTEMS INC
8-K, 1999-03-12
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)           March 10, 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)



<PAGE>

Item 7.  EXHIBITS.

<TABLE>
<CAPTION>
            Exhibit Number                       Description
            --------------      ----------------------------------------
<S>                             <C>
                 5.1            Opinion of DuMoulin Black.

                 10.1           Form of Common Stock Purchase Agreement.
</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: March 12, 1999                     By: /s/ ROBERT SVIKHART
                                             ------------------------------
                                              Robert Svikhart
                                              Chief Financial Officer and
                                              Treasurer





                                       3

<PAGE>

                                   EXHIBIT INDEX

<TABLE>
<CAPTION>
        Exhibit
         Number                       Description
        ---------    ------------------------------------------
<S>                  <C>
          5.1         Opinion of DuMoulin Black.

          10.1        Form of Common Stock Purchase Agreement
</TABLE>


                                       4



<PAGE>

[DUMOULIN BLACK LETTERHEAD]



                                                   TELEPHONE NO. (604) 687-1224

                                                   DIRECT LINE 602-6808

                                                   EMAIL [email protected]



March 11, 1999

PLC Systems Inc.

10 Forge Park
Franklin, Massachusetts
02038

Ladies and Gentlemen:

We are British Columbia counsel for PLC Systems Inc. (the "Company") 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 U.S. $500,000 worth of common shares in the capital of the 
Company (that is, 141,640 common shares) (the "Shares").  We further 
understand that the Shares will be issued and sold pursuant to resolutions of 
the Board of Directors of the Company 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 Company 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.

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 (Registration 
No. 333-68923) under the caption "Legal Matters".

Yours truly,

/s/ DuMoulin Black


<PAGE>

Exhibit 10.1

                         [LETTERHEAD OF PLC SYSTEMS, INC.]
                                          
                                      ___________, 1999


[NAME AND ADDRESS OF PURCHASER]


Dear Sirs:

     This letter sets forth the agreement of ___________________________ and PLC
Systems, Inc. (the "Company") regarding purchases by _________ from the Company
of the Company's common stock (the "Common Stock") during the Investment Period
(as defined below).  The parties agree as follows:

     1.   This agreement relates to the investment period which commenced on
_________, 1999 and ended on _______, 1999 (the "Investment Period").

     2.   The Company represents and warrants that the shares of Common Stock
issued by the Company to ____________ have been registered under the Securities
Act of 1933, as amended (the "Securities Act"), pursuant to a registration
statement on Form S-3 dated February 12, 1999, (the "Registration Statement")
and the Company will take all action necessary to keep the Registration
Statement effective at all times until the earliest of (a) one year from the
date the shares of Common Stock are issued and (b) __________________ no longer
owns any of the shares of Common Stock purchased during the Investment Period.

     3.   The Company will keep current the prospectus supplement to the
prospectus which is a part of  the Registration Statement (the "Prospectus
Supplement") to be filed with the Securities and Exchange Commission (the
"Commission") in connection with the shares of Common Stock sold during the
Investment Period for __ days after the filing of the Prospectus Supplement.

     4.   The Company will take all action necessary to continue the listing or
trading of its Common Stock on the American Stock Exchange or any relevant
market or system, if applicable, and will comply in all respects with the
Company's reporting, listing (including, without limitation, the listing of the
shares of Common Stock purchased by _____________) or other obligations under
the rules of the American Stock Exchange or any relevant market or system.

     5.   The Company and __________ will indemnify each other as provided in
Schedule A attached hereto against liability with respect to the Registration
Statement (including, without limitation, the Prospectus Supplement) relating to
the Common Stock which was sold by the Company to _____________.

     6.   The Company will promptly notify ____________ of (a) any stop order or
other suspension of the effectiveness of the Registration Statement and (b) the
happening of any event as 

<PAGE>

a result of which the prospectus included in the Registration Statement 
includes an untrue statement of a material fact or omits to state a material 
fact required to be stated therein, in light of the circumstances under which 
they were made, not misleading.

     7.   The Company will furnish ______________ promptly after the same is
prepared and publicly distributed, filed with the Commission or received by the
Company, each Prospectus Supplement or amendment and such number of copies of
the prospectus, Prospectus Supplement and amendments as ____________ may request
in connection with its purchase of the shares of Common Stock.

     Please execute a copy of this letter which, when executed by
______________, will constitute a agreement between the Company and
______________.

                                   Very truly yours,


                                   [Name of the Company]


                                   By:
                                      -----------------------------
                                         Name:
                                         Title:

AGREED TO:

- ----------------------------


By:
   -------------------------
      Name:
      Title:


<PAGE>


                              SCHEDULE A
                                          
                    TERMS OF INDEMNIFICATION


(a)  INDEMNIFICATION BY THE COMPANY.  The Company will indemnify and hold
     harmless _________________ and each person, if any, who controls
     _________________ within the meaning of Section 15 of the Securities Act of
     1933, as amended (the "Securities Act") or Section 20(a) of the Securities
     Exchange Act, as amended (the "Exchange Act") from and against any losses,
     claims, damages, liabilities and expenses (including reasonable costs of
     defense and investigation and all attorney's fees) to which
     _________________ and each person, if any, who controls _________________
     may become subject, under the Securities Act or otherwise, insofar as such
     lossses, claims, damages, liabilities and expenses (or actions in respect
     thereof) arise out of or are based upon, (i) any untrue statement or
     alleged untrue statement of a material fact contained, or incorporated by
     reference, in the Registration Statement relating to Common Stock being
     sold to _________________ (including the Prospectus dated
     ____________________, 1999, the Prospectus Supplement dated
     _________________ (the "Prospectus Supplement") which are a part of it), or
     any amendment or supplement to it, or (ii) the omission or alleged omission
     to state in that Registration Statement or any document incorporated by
     reference in the Registration Statement, a material fact required to be
     stated therein or necessary to make the statements therein not misleading. 

     The Company will reimburse _________________ and each such controlling
     person promptly upon demand for any legal or other costs or expenses
     REASONABLY incurred by _________________ or the controlling person in
     investigating, defending against, or preparing to defend against any such
     claim, action, suit or proceeding, except that the Company will not be
     liable to the extent a claim or action which results in a loss, claim,
     damage, liability or expense arises out of, or is based upon, an untrue
     statement, alleged untrue statement, omission or alleged omission, included
     in any Prospectus Supplement or any amendment or supplement to the
     Prospectus Supplement in reliance upon, and in conformity with, written
     information furnished by _________________ to the Company for inclusion in
     the Prospectus Supplement.

(b)  INDEMNIFICATION BY _________________.  _________________ will indemnify and
     hold harmless the Company, each of its directors and officers, and each
     person, if any, who controls the Company within the meaning of Section 15
     of the Securities Act of 1933, as amended (the "Securities Act") or Section
     20(a) of the Securities Exchange Act, as amended (the "Exchange Act") from
     and against any expenses (including reasonable costs of defense and
     investigation and all attorneys fees) to which _________________ and each
     person, if any, who controls _________________ may become subject, under
     the Securities Act or otherwise, insofar as such losses, claims, damages,
     liabilities and expenses (or actions in respect thereof) arise out of or
     are based upon, (i) any untrue statement or alleged untrue statement of a
     material fact contained in any Prospectus Supplement or any amendment or
     supplement to it or (ii) the omission or alleged omission to state in any
     Prospectus Supplement or any amendment or supplement to it a material fact
     required to be stated therein or necessary to make the statements therein
     not misleading, to the extent, but only to the extent, the untrue
     statement, alleged untrue statement, omission or alleged omission was made
     in reliance upon, and in conformity with, written information furnished by
     _________________ to the Company for inclusion in the Prospectus Supplement
     or an amendment or supplement to it, and _________________ will reimburse
     the Company and each such director, officer or controlling person promptly
     upon demand for any legal or other costs or expenses reasonably incurred by
     the Company or the other person in investigating, defending against, or
     preparing to defend against any such claim, action, suit  or proceeding.


<PAGE>

(c)  INDEMNIFICATION PROCEDURES.  Promptly after a person receives notice of a
     claim or the commencement of an action for which the person intends to seek
     indemnification under Paragraph (a) or (b), the person will notify the
     indemnifying party in writing of the claim or commencement of the action,
     suit or proceeding, but failure to notify the indemnifying party will not
     relieve the indemnifying party from liability under Paragraph (a) or (b),
     except to the extent it has been materially prejudiced by the failure to
     give notice.  The indemnifying party will be entitled to participate in the
     defense of any claim, action, suit or proceeding as to which
     indemnification is being sought, and if the indemnifying party acknowledges
     in writing the obligation to indemnify the party against whom the claim or
     action is brought, the indemnifying party may (but will not be required to)
     assume the defense against the claim, action, suit or proceeding with
     counsel satisfactory to it.  After an indemnifying party notifies an
     indemnified party that the indemnifying party wishes to assume the defense
     of a claim, action, suit or proceeding the indemnifying party will not be
     liable for any legal or other expenses incurred by the indemnified party in
     connection with the defense against the claim, action, suit or proceeding
     except that if, in the opinion of counsel to the indemnifying party, one or
     more of the indemnified parties should be separately represented in
     connection with a claim, action, suit or proceeding the indemnifying party
     will pay the fees and expenses of one separate counsel for the indemnified
     parties.  Each indemnified party, as a condition to receiving
     indemnification as provided in Paragraph (a) or (b), will cooperate in all
     reasonable respects with the indemnifying party in the defense of any
     action or claim as to which indemnification is sought.  No indemnifying
     party will be liable for any settlement of any action effected without its
     prior written consent.  No indemnifying party will, without the prior
     written consent of the indemnified party, effect any settlement of a
     pending or threatened action with respect which an indemnified party is, or
     is informed that it may be, made a party and for which it would be entitled
     to indemnification, unless the settlement includes an unconditional release
     of the indemnified party from all liability and claims which are the
     subject matter of the pending or threatened action.

(d)  CONTRIBUTION.  If for any reason the indemnification provided for in this
     agreement is not available to, or is not sufficient to hold harmless, an
     indemnified party in respect of any loss or liability referred to in
     Paragraph (a) or (b), each indemnifying party will, in lieu of indemnifying
     the indemnified party, contribute to the amount paid or payable by the
     indemnified party, contribute to the amount paid or payable by the
     indemnified party as a result of the loss or liability, (i) in the
     proportion which is appropriate to reflect the relative benefits received
     by the indemnifying party on the one hand and by the indemnified party on
     the other from the sale of stock which is the subject of the claim, action,
     suit or proceeding which resulted in the loss or liability or (ii) if that
     allocation is not permitted by applicable law, in such proportion as is
     appropriate to reflect not only the relative benefits of the sale of stock,
     but also the relative fault of the indemnifying party and the indemnified
     party with respect to the statements or omissions which are the subject of
     the claim, action, suit or proceeding that resulted in the loss or
     liability, as well as any other relevant equitable considerations.



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