UNITED STATES
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): September 10 , 2014
PLC SYSTEMS INC.
(Exact name of registrant as specified in its charter)
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Yukon Territory, Canada |
1-11388 |
04-3153858 |
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(State or other Jurisdiction of Incorporation or Organization) |
(Commission File No.) |
(IRS Employer Identification No.) |
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PLC Systems Inc. 459 Fortune Boulevard Milford, Massachusetts |
01757 |
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(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (508) 541-8800
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Not Applicable |
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(Former Name or Former Address, if Changed Since Last Report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On September 10, 2014, PLC Systems Inc. (the “Company”) amended (i) that certain Securities Purchase Agreement, dated as of February 22, 2013, as amended to date (as amended, the “February Purchase Agreement”), between the Company and the purchasers named therein and (ii) that certain that certain Securities Purchase Agreement, dated as of September 18, 2013, as amended to date (as amended, the “September Purchase Agreement” and together with the February Purchase Agreement, the “2013 Purchase Agreements”), between the Company and the purchasers named therein, to delete Section 4.12 (Participation in Future Financing), Section 4.14 (Purchase Price Reset), Section 4.15 (Most Favored Nation Provision), Section 4.20 (Variable Rate Transaction) and Section 4.23 (Piggy Back Registrations) of each of the 2013 Purchase Agreements, by entering into an Amendment with certain investors holding at least 60% of the outstanding shares common stock sold under the February Purchase Agreement and the September Purchase Agreement.
On September 11, 2014, the Company amended that certain Securities Purchase Agreement, dated as of February 22, 2011, as amended to date (as amended, the “2011 Purchase Agreement”), between the Company and the purchasers named therein to delete Section 4.18 (Piggyback Registration Rights) of the 2011 Purchase Agreement, by entering into an Amendment with certain investors holding at least a majority in interest of the outstanding securities sold under the 2011 Purchase Agreement.
The foregoing description of the Amendment to the 2013 Purchase Agreements and the Amendment to the 2011 Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the Amendments, a copy of which is filed with this Current Report as Exhibit 10.1 and Exhibit 10.2, which are incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit |
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10.1 |
Amendment, dated as of September 10, 2014, to the Securities Purchase Agreement, dated as of February 22, 2013, as amended, between PLC Systems Inc. and the purchasers named therein, and to the Securities Purchase Agreement, dated as of September 18, 2013, as amended, between PLC Systems Inc. and the purchasers named therein. |
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10.2 |
Amendment, dated as of September 11, 2014, to the Securities Purchase Agreement, dated as of February 22, 2011, as amended, between PLC Systems Inc. and the purchasers named therein. |
SIGNATURES
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.
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Dated: September 16, 2014 |
PLC SYSTEMS INC . |
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By: |
/s/ Gregory W. Mann |
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Gregory W. Mann |
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Chief Financial Officer |
Exhibit 10.1
AMENDMENT
This Amendment dated as of September 10, 2014 (the “ Amendment ”), amends (i) that certain Securities Purchase Agreement, dated as of February 22, 2013, as amended to date (as amended, the “ February Purchase Agreement ”), between PLC Systems Inc., a Yukon Territory corporation (the “ Company ”) and the purchasers named therein (the “ February Purchasers ”) and (ii) that certain that certain Securities Purchase Agreement, dated as of September 18, 2013, as amended to date (as amended, the “ September Purchase Agreement ” and together with the February Purchase Agreements, the “ Purchase Agreements ”), between the Company and the purchasers named therein (the “ September Purchasers ” and together with the February Purchases, the “ Purchasers ”).
WHEREAS, the undersigned Purchasers hold at least sixty percent (60%) of (i) the outstanding “Shares” of Common Stock (as defined in the February Purchase Agreement) sold under the February Purchase Agreement and (ii) the outstanding “Shares” of Common Stock (as defined in the September Purchase Agreement) sold under the September Purchase Agreement and by their execution of this Amendment, are authorized pursuant to the terms of the each Purchase Agreement to enter into this Amendment and to amend certain terms under the Purchase Agreements; and
WHEREAS, the Company and the Purchasers wish to amend the Purchase Agreements in order to delete all rights of the Purchasers under (i) Section 4.12 (Participation in Future Financing), (ii) Section 4.14 (Purchase Price Reset), (iii) Section 4.15 (Most Favored Nation Provision), (iv) Section 4.20 (Variable Rate Transaction) and (v) and Section 4.23 (Piggy-Back Registrations) of each of the Purchase Agreements.
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Purchasers agree to the following modifications to the Purchase Agreements as follows:
1. Amendment . Section 4.12 (Participation in Future Financing), Section 4.14 (Purchase Price Reset), Section 4.15 (Most Favored Nation Provision), Section 4.20 (Variable Rate Transaction) and Section 4.23 (Piggy Back Registrations) of each of the Purchase Agreements are hereby deleted in their entirety and shall be of no further force or effect and the Company shall have no further liability or obligations thereunder.
2. Effect on Transaction Documents . Except as expressly set forth above, all of the terms and conditions of the Purchase Agreements shall continue in full force and effect after the execution of this Amendment and shall not be in any way changed, modified or superseded by the terms set forth herein. Notwithstanding the foregoing, this Amendment shall be deemed for all purposes as an amendment to the Purchase Agreements as required to serve the purposes hereof, and in the event of any conflict between the terms and provisions of the Purchase Agreements, on the one hand, and the terms and provisions of this Amendment, on the other hand, the terms and provisions of this Amendment shall prevail.
3. Amendments and Waivers . The provisions of this Amendment can be amended or waived in the manner permitted under the Purchase Agreements.
4. Execution . This Amendment may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.
Exhibit 10.1
5. Governing Law . All questions concerning the construction, validity, enforcement and interpretation of this Amendment shall be determined pursuant to the Governing Law provision of the Purchase Agreements.
6. Entire Agreement . This Amendment contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into this Amendment.
[ Signature page follows ]
Exhibit 10.1
IN WITNESS WHEREOF, the parties hereto have caused this Amendment and Waiver to be duly executed by their respective authorized signatories as of the date first indicated above.
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PLC SYSTEMS INC. |
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By: |
/s/ Gregory W. Mann | |
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Name: Gregory W. Mann |
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Title: Chief Financial Officer |
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Agreed to and Accepted: |
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PLC MEDICAL SYSTEMS INC. |
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By: |
/s/ Mark R. Tauscher |
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Name: Mark R. Tauscher |
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Title: President |
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PLC SYSTEMAS MEDICOS INTERNACIONAIS |
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(DEUTSCHLAND) GMBH |
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By: |
/s/ Gregory W. Mann |
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Name: Gregory W. Mann |
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Title: Managing Director |
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[ Purchaser Acknowledgement follows ]
Exhibit 10.1
PURCHASER ACKNOWLEDGEMENT
The undersigned Purchaser hereby agrees to be bound by the terms of this Amendment and Waiver to Purchase Agreement.
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NAME OF PURCHASER: |
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Signature of Authorized Signatory : |
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Name of Authorized Signatory: |
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Title of Authorized Signatory: |
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Exhibit 10.2
AMENDMENT
This Amendment dated as of September 11, 2014 (the “ Amendment ”), amends that certain Securities Purchase Agreement, dated as of February 22, 2011, as amended to date (as amended, the “ Purchase Agreement ”), between PLC Systems Inc., a Yukon Territory corporation (the “ Company ”) and the purchasers named therein (the “ Purchasers ”).
WHEREAS, the undersigned Purchasers hold at least a majority in interest of the outstanding Securities (as defined in the Purchase Agreement) sold under the Purchase Agreement and by their execution of this Amendment, are authorized pursuant to the terms of the Purchase Agreement to enter into this Amendment and to amend certain terms under the Purchase Agreement; and
WHEREAS, the Company and the Purchasers wish to amend the Purchase Agreement in order to delete all rights of the Purchasers under Section 4.18 (Piggyback Registration Rights) of the Purchase Agreement.
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Purchasers agree to the following modifications to the Purchase Agreement as follows:
1. Amendment . Section 4.18 (Piggyback Registration Rights) of the Purchase Agreement is hereby deleted in its entirety and shall be of no further force or effect and the Company shall have no further liability or obligations thereunder.
2. Effect on Transaction Documents . Except as expressly set forth above, all of the terms and conditions of the Purchase Agreement shall continue in full force and effect after the execution of this Amendment and shall not be in any way changed, modified or superseded by the terms set forth herein. Notwithstanding the foregoing, this Amendment shall be deemed for all purposes as an amendment to the Purchase Agreement as required to serve the purposes hereof, and in the event of any conflict between the terms and provisions of the Purchase Agreement, on the one hand, and the terms and provisions of this Amendment, on the other hand, the terms and provisions of this Amendment shall prevail.
3. Amendments and Waivers . The provisions of this Amendment can be amended or waived in the manner permitted under the Purchase Agreement.
4. Execution . This Amendment may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.
5. Governing Law . All questions concerning the construction, validity, enforcement and interpretation of this Amendment shall be determined pursuant to the Governing Law provision of the Purchase Agreement.
Exhibit 10.2
6. Entire Agreement . This Amendment contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into this Amendment.
[ Signature page follows ]
Exhibit 10.2
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized signatories as of the date first indicated above.
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PLC SYSTEMS INC. |
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By: |
/s/ Gregory W. Mann |
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Name: Gregory W. Mann |
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Title: Chief Financial Officer |
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[ Purchaser Acknowledgement follows ]
Exhibit 10.2
PURCHASER ACKNOWLEDGEMENT
The undersigned Purchaser hereby agrees to be bound by the terms of this Amendment to Purchase Agreement.
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NAME OF PURCHASER: |
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Signature of Authorized Signatory : |
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Name of Authorized Signatory: |
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Title of Authorized Signatory: |
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