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Filing Pursuant to Rule 424(b)(2)
Registration Statement No. 333-68923
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED FEBRUARY 16, 1999)
2,683,000 SHARES
PLC SYSTEMS INC.
COMMON STOCK
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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" INCLUDED IN OUR CURRENT REPORT ON FORM 8-K FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 27, 2000, WHICH RISK
FACTORS ARE INCORPORATED IN THE PROSPECTUS BY REFERENCE , TO READ ABOUT
FACTORS YOU SHOULD CONSIDER BEFORE BUYING SHARES OF THE COMMON STOCK.
PLAN OF DISTRIBUTION
We are offering 2,683,000 shares of our common stock to two
institutional investors pursuant to this prospectus supplement. The common
stock will be purchased at a negotiated purchase price of $5,366,000. In
addition, we will pay $268,300 in commissions on the sale of our common stock
to a placement agent in connection with this transaction. We will also issue
the placement agent a three-year warrant to purchase a number of shares of
our common stock equal to the quotient of (i) $160,980 (representing 3% of
the gross proceeds of this transaction) over (ii) the closing price of our
common stock on the American Stock Exchange on the date of the closing of
this transaction, which warrant will have an exercise price per share equal
to 120% of the closing price of our common stock on the American Stock
Exchange on the date of closing of this transaction. We expect this
transaction to close on March 28, 2000. We will not pay any other
compensation in conjunction with this sale of our common stock. We have
agreed to indemnify the placement agent against liabilities, including
liabilities under the Securities Act of 1933.
USE OF PROCEEDS
The net proceeds to us from this offering will be $5,097,700. 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-
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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.
MARKET FOR OUR COMMON STOCK
On March 27, 2000, the last reported sales price of our common
shares on the American Stock Exchange was $2.9375 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 27, 2000 and before the issuance of shares pursuant to this
prospectus supplement, we had 21,223,385 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.
On July 1, 1999, the Health Care Financing Administration implemented
nationwide coverage for Medicare patients receiving TMR with devices approved by
the U.S. Food and Drug Administration. As discussed on Page 9 of the prospectus,
the Health Care Financing Authority had previously released a draft decision
memorandum recommending that Medicare provide coverage for TMR procedures
performed with FDA approved devices.
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 28, 2000.
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TABLE OF CONTENTS
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Page
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PROSPECTUS SUPPLEMENT
Plan of Distribution 1
Use of Proceeds 1
Market for Our Common Stock 2
Recent Developments 2
General 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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