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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
(AMENDMENT NO. 3)
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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PLC SYSTEMS INC.
(Exact name of registrant as specified in its charter)
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Yukon Territory, Canada 04-3153858
(State of incorporation or organization) (I.R.S. Employer Identification No.)
10 Forge Park, Franklin, Massachusetts 02038
(Address of Principal Executive Offices) (Zip Code)
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If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. |_|
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. |_|
Securities Act registration statement file number to which this form
relates: Not Applicable.
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(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Common Stock, no par value per share American Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act: None.
Please address all correspondence to:
Mark R. Tauscher
Chief Executive Officer
PLC Systems Inc.
10 Forge Park
Franklin, Massachusetts 02038
(508) 541-8800
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PLC Systems Inc. hereby amends and restates Items 1 and 2 of its
Registration Statement on Form 8-A relating to its common stock, no par value
per share, as follows:
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Our authorized capital stock consists of an unlimited number of common
shares without par value and an unlimited number of preferred shares, issuable
in series, without par value. We also have issued the warrants described below.
The following summary describes the material terms of our capital stock
as of the date of this Form 8-A/A. However, you should refer to the actual terms
of the capital stock contained in our articles of continuance and by-laws which
are filed as exhibits to this Form 8-A/A.
COMMON STOCK
As of June 30, 2000, 23,906,385 shares of our common stock were
outstanding. In addition, as of June 30, 2000, options to purchase a total of
2,603,248 shares of our common stock were outstanding with a weighted average
exercise price of $3.64 per share.
Holders of common stock are entitled to one vote for each share held on
all matters submitted to a vote of stockholders and do not have cumulative
voting rights. Two stockholders or proxyholders holding not less than ten
percent (10%) of our outstanding shares entitled to vote at a meeting constitute
a quorum for stockholder action at such meeting. Directors are elected by a
majority of the votes of the voting shares present in person or by proxy at a
meeting. Holders of common stock are entitled to receive ratably such dividends,
if any, as may be declared by our board of directors out of funds legally
available, subject to any preferential dividend rights of outstanding preferred
stock. Upon the liquidation or dissolution of PLC, the holders of our common
stock are entitled to receive ratably our net assets available after the payment
of all our debts and other liabilities, subject to the prior rights of any
outstanding preferred stock. Holders of our common stock have no preemptive,
subscription, redemption or conversion rights, nor are they entitled to the
benefit of any sinking fund. The rights, powers, preferences and privileges of
holders of our common stock are subject to, and may be adversely affected by,
the rights of the holders of shares of any series of preferred stock which we
may designate and issue in the future.
WARRANTS
As of June 30, 2000, a total of 216,190 shares of our common stock were
issuable upon the exercise of outstanding warrants at a weighted average
exercise price of $16.71 per share. These warrants contain a cashless exercise
feature which could result in the issuance of shares of common stock with no
additional proceeds to PLC.
PREFERRED STOCK
Our articles of continuance authorizes our board of directors, subject
to any limitations prescribed by law, without further stockholder approval, to
issue from time to time an unlimited number of shares of preferred stock, in one
or more series. Each series of preferred stock will have the number of shares,
designations, preferences, voting powers, qualifications and special or relative
rights or privileges as are determined by our board of directors, which may
include, among others, dividend rights, voting rights, redemption provisions,
liquidation preferences, conversion rights and preemptive rights.
Our stockholders have granted our board of directors authority to issue
the preferred stock and to determine its rights and preferences in order to
eliminate delays associated with a stockholder vote on specific issuances. The
rights of the holders of common stock will be subject to the rights of holders
of any preferred stock issued in the future. The issuance of preferred stock,
while providing desirable flexibility in connection with possible acquisitions
and other corporate purposes, could adversely affect the voting power or other
rights of the holders of our common stock, and could make it more difficult for
a third party to acquire, or discourage a third party from attempting to
acquire, a majority of our outstanding voting stock.
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YUKON BUSINESS CORPORATIONS ACT, CHARTER AND BY-LAW PROVISIONS; ANTI-TAKEOVER
EFFECTS
Our board of directors is classified into three classes, as nearly
equal in size as possible, with staggered three-year terms. In addition, our
by-laws provide that directors may be removed only by a majority of the votes of
the shares present and entitled to vote at a meeting of stockholders or by
unanimous written consent of stockholders. Under our by-laws, any vacancy on our
board of directors may be filled by a vote of a majority of the directors then
in office. Our charter provides that the board may appoint additional directors,
provided that the number of directors appointed by our board may not exceed
one-third of the number of directors in office at the end of our last annual
meeting of stockholders. Any director appointed by our board of directors,
however, may only serve until the next annual meeting of our stockholders. The
classification of our board of directors and the limitations on the removal of
directors and the filling of vacancies could have the effect of making it more
difficult for a third party to acquire, or of discouraging a third party from
acquiring, control.
Our by-laws provide that our stockholders may act by written consent
only if such consent is unanimous. Our by-laws further provide that special
meetings of the stockholders may only be called by our board of directors,
except that, in limited circumstances, a stockholder may call a special meeting
to fill a vacancy in our board of directors following a failure of our board to
fill such vacancy. Further, the holders of not less than 5% of our outstanding
voting stock may requisition the directors to call a meeting of stockholders.
The foregoing provisions could have the effect of delaying until the next
stockholders' meeting stockholder actions which are favored by the holders of a
majority of our outstanding voting securities. These provisions may also
discourage another person or entity from making a tender offer for our common
stock, because such person or entity, even if it acquired a majority of our
outstanding voting securities, would be able to take action as a stockholder,
such as electing new directors or approving a merger, only at a duly called
stockholders meeting, and not by written consent.
The Yukon Business Corporations Act provides generally that the
affirmative vote of two-thirds of the shares entitled to vote on any matter is
required to amend a corporation's articles of incorporation and that the
affirmative vote of a majority of the shares entitled to vote on any matter is
required to amend a corporation's by-laws. The stockholder vote is in addition
to any separate class vote that might in the future be required pursuant to the
terms of any series preferred stock that might be outstanding at the time any
such amendments are submitted to stockholders.
LIMITATION OF LIABILITY AND INDEMNIFICATION
Our by-laws provide that, subject to any limitations contained in the
Yukon Business Corporations Act, we will indemnify our directors and officers
against all expenses and liabilities reasonably incurred in connection with the
service for us or on our behalf, provided that:
- such director acted honestly and in good faith with a view to
the best interests of PLC; and
- in the case of a criminal or administrative proceeding or a
proceeding seeking a monetary penalty, such director had
reasonable grounds to believe that his conduct was lawful.
Our by-laws further provide that our directors and officers will not be
personally liable to PLC for any liabilities arising from their service to us,
unless such liability results from such director's or officer's willful neglect
or default or from a failure to act in accordance with the Yukon Business
Corporations Act.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the common stock is U.S. Stock
Transfer Corporation.
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ITEM 2. EXHIBITS.
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Exhibit
Number Description
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1 (1) Articles of Continuance of the Registrant.
2 (1) By-Laws of the Registrant.
3 (2) Specimen Certificate for Common Stock of the Registrant.
</TABLE>
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(1) Incorporated herein by reference to the exhibits to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999.
(2) Incorporated herein by reference to the exhibits to the
Registrant's Registration Statement on Form S-1, as amended
(File No. 333-48340).
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Franklin, Commonwealth of Massachusetts, on
August 10, 2000.
PLC SYSTEMS INC.
By: /s/ Mark R. Tauscher
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Mark R. Tauscher
President and Chief Executive Officer
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EXHIBIT INDEX
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Exhibit
Number Description
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1 (1) Articles of Continuance of the Registrant.
2 (1) By-Laws of the Registrant.
3 (1) Specimen Certificate for Common Stock of the Registrant.
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(1) Incorporated herein by reference to the exhibits to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999.
(2) Incorporated herein by reference to the exhibits to the
Registrant's Registration Statement on Form S-1, as amended
(File No. 333-48340).
