As filed with the Securities and Exchange Commission on June 28, 2002
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
PLC SYSTEMS INC.
(Exact Name of Registrant as Specified in Its Charter)
YUKON TERRITORY, CANADA 04-3153858
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
10 FORGE PARK, FRANKLIN, MA 02038
(Address of Principal Executive Offices) (Zip Code)
2000 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
JAMES G. THOMASCH
PLC SYSTEMS INC.
10 FORGE PARK
FRANKLIN, MASSACHUSETTS 02038
(Name and Address of Agent For Service)
(508) 541-8800
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
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Title of Securities Proposed Maximum Proposed Maximum
to be Registered Amount to be Registered Offering Price Per Aggregate Offering Amount of
Share Price Registration Fee
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Common Stock, no
par value per share 400,000 shares(1) $.42(2) $168,000(2) $15.46
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(1) In accordance with Rule 416 under the Securities Act of 1933, as
amended, this registration statement shall be deemed to cover any
additional securities that may from time to time be offered or issued
to prevent dilution resulting from stock splits, stock dividends or
similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as
amended, and based upon the average of the high and low prices of the
Registrant's Common Stock as reported on the American Stock Exchange on
June 27, 2002.
STATEMENT OF INCORPORATION BY REFERENCE
Except as otherwise set forth below, this Registration Statement on
Form S-8 incorporates by reference the contents of the Registration Statement on
Form S-8, File No. 333-37814, relating to the 2000 Employee Stock Purchase Plan.
ITEM 8. EXHIBITS.
The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Franklin, Massachusetts, on this 28th day of June, 2002.
PLC SYSTEMS INC.
By: /S/ MARK R. TAUSCHER
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Mark R. Tauscher
President and Chief Executive Officer
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of PLC Systems Inc., hereby
severally constitute and appoint Mark R. Tauscher and James G. Thomasch, and
each of them singly, our true and lawful attorneys with full power to them, and
each of them singly, to sign for us and in our names in the capacities indicated
below, the registration statement on Form S-8 filed herewith and any and all
subsequent amendments to said registration statement, and generally to do all
such things in our names and on our behalf in our capacities as officers and
directors to enable PLC Systems Inc. to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by our said attorneys, or any of them, to said registration statement
and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/S/ MARK R. TAUSCHER President, Chief Executive June 28, 2002
- --------------------------- Officer and Director (Principal
Mark R. Tauscher Executive Officer)
/S/ EDWARD H. PENDERGAST Chairman of the Board of Directors June 28, 2002
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Edward H. Pendergast
/S/ JAMES G. THOMASCH Chief Financial Officer and June 28, 2002
- --------------------------- Treasurer (Principal Financial
James G. Thomasch Officer and Principal Accounting
Officer)
/S/ DONALD E. BOBO, JR. Director June 28, 2002
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Donald E. Bobo, Jr.
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/S/ KEVIN J. DUNN Director June 28, 2002
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Kevin J. Dunn
/S/ BENJAMIN L. HOLMES Director June 28, 2002
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Benjamin L. Holmes
/S/ ALAN H. MAGAZINE Director June 28, 2002
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Alan H. Magazine
/S/ H.B. BRENT NORTON, M.D. Director June 28, 2002
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H.B. Brent Norton, M.D.
Director June __, 2002
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Kenneth J. Pulkonik
/S/ ROBERT I. RUDKO, PH.D. Chief Scientist and Director June 28, 2002
- -----------------------------
Robert I. Rudko, Ph.D.
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INDEX TO EXHIBITS
Number Description
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4.1(1) Certificate of Incorporation of the registrant
4.2 Articles of Continuance of the registrant, as amended
4.3(2) By-Laws of the registrant
5.1 Opinion of Campion Macdonald
23.1 Consent of Campion Macdonald (included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP
24.1 Power of Attorney (included on the signature pages of this
registration statement)
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(1) Incorporated by reference to the exhibits to the registrant's registration
statement on Form S-1, as amended (File No. 333-48340).
(2) Incorporated by reference to the exhibits to the registrant's annual report
on Form 10-K for the year ended December 31, 1999.
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