As filed with the Securities and Exchange Commission on September 17, 2008
Registration No. 333-
UNITED STATES
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)
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Yukon Territory, Canada |
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04-3153858 |
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(State
or Other Jurisdiction of Incorporation or
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(I.R.S.
Employer
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10 Forge Park, Franklin, Massachusetts |
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02038 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
2005 Stock Incentive Plan
(Full Title of the Plan)
Mark R. Tauscher
PLC Systems Inc.
10 Forge Park
Franklin, MA 02038
(Name and Address of Agent For Service)
(508) 541-8800
(Telephone Number, Including Area Code, of Agent For Service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer o |
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Accelerated filer o |
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Non-accelerated filer o (Do not check if a smaller reporting company) |
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Smaller reporting company x |
CALCULATION OF REGISTRATION FEE
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Title of Securities to be
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Amount to be
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Proposed Maximum
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Proposed Maximum
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Amount of
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Common Stock, no par value per share |
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2,000,000 shares |
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0.135 |
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270,000 |
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10.62 |
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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 in accordance with Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based upon the average of the high and low sale prices of the Registrant’s Common Stock as reported on the American Stock Exchange on September 15, 2008.
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. 333-127770) of the Registrant relating to the 2005 Stock Incentive Plan.
Not applicable.
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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 the City of Franklin, Commonwealth of Massachusetts, on this 17th day of September, 2008.
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PLC SYSTEMS INC. |
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By: |
/s/ Mark R. Tauscher |
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Mark R. Tauscher |
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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.
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Signature |
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Title |
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Date |
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/s/ Mark R. Tauscher |
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President, Chief Executive Officer and Director |
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September 17, 2008 |
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Mark R. Tauscher |
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(principal executive officer) |
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/s/ James G. Thomasch |
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Senior Vice President of Finance and Administration, |
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September 17, 2008 |
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James G. Thomasch |
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Chief Financial Officer and Treasurer (principal financial and accounting officer) |
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/s/ Edward H. Pendergast |
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Chairman of the Board |
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September 17, 2008 |
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Edward H. Pendergast |
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/s/ Kevin J. Dunn |
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Director |
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September 17, 2008 |
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Kevin J. Dunn |
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/s/ Benjamin L. Holmes |
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Director |
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September 17, 2008 |
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Benjamin L. Holmes |
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/s/ Alan H. Magazine |
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Director |
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September 17, 2008 |
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Alan H. Magazine |
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/s/ Brent Norton, M.D. |
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Director |
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September 17, 2008 |
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Brent Norton, M.D. |
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/s/ Robert I. Rudko, Ph.D. |
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Chief Scientific Officer and Director |
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September 17, 2008 |
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Robert I. Rudko, Ph.D. |
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EXHIBIT INDEX
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Exhibit
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Description |
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4.1 |
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Articles of Continuance, pursuant to the Yukon Business Corporations Act, as amended. (Incorporated by reference from the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2004) |
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4.2 |
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By-Law No. 1, a By-Law relating generally to the transaction of the business and affairs of the Registrant (Incorporated by reference from the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1999) |
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5 |
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Opinion of Macdonald & Company |
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23.1 |
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Consent of Macdonald & Company (included in Exhibit 5) |
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23.2 |
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Consent of Vitale, Caturano & Company, Ltd. |
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24.1 |
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Powers of Attorney (included on signature page of this registration statement) |
Exhibit 5
MACDONALD & COMPANY
Lawyers
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Grant Macdonald, Q.C.
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Suite 200, Financial
Plaza
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August 1, 2008
PLC Systems Inc.
10 Forge Park
Franklin, MA
02038
Attention: James Thomasch
Dear Sirs/Mesdames:
Re: Registration Statement on Form S-8
Our File: 20050543
We have acted as Yukon Territory counsel on behalf of PLC Systems Inc., a corporation organized under the laws of the Yukon Territory, Canada (the “Company”), in connection with the registration of 2,000,000 shares of Common Stock of the Company (the “Common Stock”) issuable under the Company’s 2005 Stock Incentive Plan (the “Plan”). In connection therewith, we have examined, among other things, the Registration Statement on Form S-8 (the “Registration Statement”) proposed to be filed by the Company with the Securities and Exchange Commission on or about August 5, 2008. We have also examined the proceedings and other actions taken by the Company in connection with the authorization of the shares of Common Stock issuable under the Plan and such other matters as we deemed necessary for purposes of rendering this opinion.
Based upon the foregoing, and in reliance thereon, we are of the opinion, as of the date hereof, that the shares of Common Stock issuable under the Plan, when issued, delivered and paid for in accordance with the Plan and in the manner described in the Registration Statement, will be validly issued, fully paid and non-assessable.
In rendering this opinion we express no opinion as to the laws of any jurisdiction other than the laws of the Yukon Territory.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the General Rules and Regulations of the Securities and Exchange Commission.
Yours very truly,
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MACDONALD & COMPANY |
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/s/ Gareth C. Howells |
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Gareth C. Howells |
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GCH/ct |
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We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 pertaining to the PLC Systems, Inc. 2005 Stock Incentive Plan, of our report dated March 14, 2008 relating to the consolidated financial statements and schedule of PLC Systems, Inc. for each of the years in the three year period ended December 31, 2007, which is included in its Annual Report on Form 10-K for the year ended December 31, 2007, as filed with the Securities and Exchange Commission.
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/s/ Vitale, Caturano & Company, Ltd. |
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Boston, Massachusetts |
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September 17, 2008 |
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