General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D General Statement of Beneficial Ownership 10 37K
2: EX-1 Underwriting Agreement 27 102K
3: EX-2 Plan of Acquisition, Reorganization, Arrangement, 26 88K
Liquidation or Succession
4: EX-3 Articles of Incorporation/Organization or By-Laws 14 41K
5: EX-4 Instrument Defining the Rights of Security Holders 14 41K
6: EX-5 Opinion re: Legality 14 41K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(a)
PLC SYSTEMS INC.
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(Name of Issuer)
COMMON STOCK, NO PAR VALUE
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(Title of Class of Securities)
69341D 10 4
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(CUSIP Number)
BRUCE P. GARREN
EDWARDS LIFESCIENCES CORPORATION
ONE EDWARDS WAY
IRVINE, CALIFORNIA 92614
TELEPHONE: (949) 250-2500
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JANUARY 9, 2001
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box |_|.
(Continued on following pages)
(Page 1 of 9 Pages)
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CUSIP NO. 69341D 10 4 13D PAGE 2 OF 9 PAGES
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Edwards Lifesciences Corporation
36-4316614
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
|_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, U.S.A.
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 5,333,333
OWNED BY ----- --------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 0
----- --------------------------------------------
9 SOLE DISPOSITIVE POWER
5,333,333
----- --------------------------------------------
10 SHARED DISPOSITIVE POWER
0
---------------------------- ----- --------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,333,333 (Includes the right to acquire 3,000,000 shares of
Common Stock pursuant to the exercise of the Warrants (as
defined herein))
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
|_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.4% (Assumes the exercise of the Warrants, which has not yet
occurred)
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14 TYPE OF REPORTING PERSON
CO
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CUSIP NO. 69341D 10 4 13D PAGE 3 OF 9 PAGES
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ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock (the "Common Stock"), no par
value, of PLC Systems Inc. (the "Company"). The address of the Company's
principal executive offices is 10 Forge Park, Franklin, Massachusetts 02038.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by Edwards Lifesciences Corporation, a
Delaware corporation ("Edwards"). The address of Edwards' principal office is
One Edwards Way, Irvine, California 92614. The principal business of Edwards is
manufacturing, marketing and selling a comprehensive line of products and
services to treat late-stage cardiovascular disease.
Schedule I hereto sets forth the name, business address, present
principal occupation or employment (and the name, principal business and address
of any corporation or other organization in which such employment is conducted)
and the citizenship of the directors and executive officers of Edwards.
Neither Edwards nor, to its knowledge, any of the persons identified in
Schedule I, has, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On January 9, 2000, pursuant to the Securities Purchase Agreement,
dated as of January 7, 2001 (the "Purchase Agreement"), by and among Edwards,
the Company and PLC Medical Systems, Inc., a Delaware corporation ("PLC
Medical"), Edwards acquired 5,333,333 shares (the "Shares") of Common Stock and
a warrant that entitles it to purchase 1,000,000 shares of Common Stock at any
time prior to January 9, 2004 at a purchase price of $1.50 per share, a warrant
that entitles it to purchase 1,000,000 shares of Common Stock at any time prior
to January 9, 2005 at a purchase price of $2.50 per share, and a warrant that
entitles it to purchase 1,000,000 shares of Common Stock at any time prior to
January 9, 2006 at a purchase price of $3.50 per share (the warrants are
collectively referred to herein as the "Warrants"). Edwards
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CUSIP NO. 69341D 10 4 13D PAGE 4 OF 9 PAGES
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used funds from its working capital to purchase the Shares and Warrants issued
by the Company.
ITEM 4. PURPOSE OF TRANSACTION.
The principal purpose of the transaction described under Item 3 above
was the acquisition of equity in the Company. Edwards intends from time
to time to review its investment in the Company on the basis of various factors,
including the Company's business, financial condition, results of operations and
prospects, general economic and industry conditions, the securities markets in
general and those for the Company's securities in particular, as well as other
developments and other investment opportunities. Based upon such review, Edwards
will take such actions in the future as it may deem appropriate in light of the
circumstances existing at the time. Edwards may acquire Common Stock or other
securities of the Company either in the open market or in privately negotiated
transactions. Similarly, Edwards may determine to dispose of some or all of the
Company's securities currently owned by it or otherwise acquired by it either in
the open market (subject to applicable legal restrictions) or in privately
negotiated transactions.
In connection with the purchase of the Shares and Warrants, Edwards
also entered into a Shareholders Agreement with the Company (the "Shareholders
Agreement"), dated as of January 9, 2001, that provides Edwards with the right
to nominate a designee for election to the board of directors of the Company and
to acquire additional shares of Common Stock under certain circumstances. For a
more detailed description of the Shareholders Agreement, see Item 6 below. Also
in connection with the investment by Edwards, Edwards Lifesciences LLC, a
Delaware limited liability company and a wholly owned subsidiary of Edwards,
entered into a distribution arrangement with PLC Medical to distribute certain
products of PLC Medical.
Except as described herein in Items 4 and 6, Edwards presently does not
have any plans or proposals which relate to, or may result in, any of the
matters listed in Items 4(a)-(j) of Schedule 13D, although it reserves the right
to develop such plans.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Except as set forth herein, neither Edwards, nor, to its knowledge, any
person named in Schedule I, beneficially owns any other shares of Common Stock
of the Company.
(a) Edwards beneficially owns an aggregate of 5,333,333 shares of
Common Stock, which constitute approximately 18.2% of the total number of
presently outstanding shares of
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CUSIP NO. 69341D 10 4 13D PAGE 5 OF 9 PAGES
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Common Stock. Edwards also beneficially owns the right to acquire up to
3,000,000 more shares of Common Stock pursuant to the exercise of the Warrants.
Assuming the exercise of the Warrants, Edwards would beneficially own 8,333,333
shares of Common Stock, which would constitute approximately 28.4% of the total
number of presently outstanding shares of Common Stock.
(b) Edwards has the sole power to vote and dispose 5,333,333 shares of
Common Stock, subject to certain restrictions set forth in the Shareholders
Agreement described in Item 6 below.
(c) Pursuant to the Purchase Agreement, Edwards acquired the Shares and
Warrants on January 9, 2001. To Edwards' knowledge, there have been no
transactions in the Common Stock by the persons named on Schedule I during the
past 60 days.
(d) To Edwards' knowledge, no other person has the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, any shares of Common Stock beneficially owned by it.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
In addition to the Purchase Agreement described in Item 3 above
pursuant to which Edwards acquired the Shares and Warrants, Edwards also entered
into the following contracts or arrangements with the Company with respect to
the Company's securities:
WARRANTS
Pursuant to the Purchase Agreement, Edwards acquired from the Company
the Warrants. The number of shares exercisable pursuant to the Warrants and the
exercise price are subject to adjustment from time to time.
SHAREHOLDERS AGREEMENT
Edwards and the Company are parties to the Shareholders Agreement. The
Shareholders Agreement grants Edwards certain rights including the right to
nominate a designee for election to the board of directors of the Company, the
right to participate in future issuances of Common Stock by the Company, and
rights with respect to the registration under the Securities Act of 1933 of
shares of Common Stock owned by Edwards. In the
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CUSIP NO. 69341D 10 4 13D PAGE 6 OF 9 PAGES
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Shareholders Agreement, Edwards also agrees to vote its shares of Common Stock
in proportion to the votes cast by all other holders of Common Stock except with
respect to certain matters with respect to which it can vote according to its
sole discretion. The Shareholders Agreement also sets forth agreements between
the parties as to certain tax matters.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1. Securities Purchase Agreement, dated as of January 7, 2001, by
and among Edwards Lifesciences Corporation, PLC Systems Inc.
and PLC Medical Systems, Inc.
Exhibit 2. Shareholders Agreement, dated as of January 9, 2001, by and
between Edwards Lifesciences Corporation and PLC Systems Inc.
Exhibit 3. Warrant to Purchase Common Shares of PLC Systems Inc. (Warrant
No. 1) dated January 9, 2001.
Exhibit 4. Warrant to Purchase Common Shares of PLC Systems Inc. (Warrant
No. 2) dated January 9, 2001.
Exhibit 5. Warrant to Purchase Common Shares of PLC Systems Inc. (Warrant
No. 3) dated January 9, 2001.
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CUSIP NO. 69341D 10 4 13D PAGE 7 OF 9 PAGES
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
DATED: April 4, 2001
Edwards Lifesciences Corporation
By: /s/ BRUCE P. GARREN
--------------------------------
Name: Bruce P. Garren
Title: Corporate Vice President,
General Counsel and Secretary
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CUSIP NO. 69341D 10 4 13D PAGE 8 OF 9 PAGES
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SCHEDULE I
Set forth below is the name, current business address, the present
principal occupation or employment of each director and executive officer of
Edwards Lifesciences Corporation. Unless otherwise indicated, each person's
present principal occupation is serving in his or her respective position with
Edwards Lifesciences Corporation. Each person is a citizen of the United States
of America.
[Download Table]
POSITION WITH PRINCIPAL OCCUPATION/
NAME EDWARDS LIFESCIENCES BUSINESS ADDRESS
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Michael A. Mussallem Chairman and Chief Executive One Edwards Way
Officer, Director Irvine, California 92614
Michael R. Bowlin Director Executive (Retired)
One Edwards Way
Irvine, California 92614
Victoria R. Fash Director Executive (Retired)
One Edwards Way
Irvine, California 92614
Vernon R. Loucks Jr. Director Executive (Retired)
One Edwards Way
Irvine, California 92614
Philip M. Neal Director Chairman and Chief Executive
Officer and Director
Avery Dennison Corporation
150 North Orange Grove Blvd.
Pasadena, California 91103
David E.I. Pyott Director President and Chief Executive
Officer and Director
Allergan, Inc.
2525 Dupont Avenue
Irvine, California 92612
Bruce J. Bentcover Corporate Vice President, One Edwards Way
Chief Financial Officer and Irvine, California 92614
Treasurer
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CUSIP NO. 69341D 10 4 13D PAGE 9 OF 9 PAGES
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[Download Table]
Bruce P. Garren Corporate Vice President, One Edwards Way
General Counsel and Secretary Irvine, California 92614
John H. Kehl, Jr. Corporate Vice President, One Edwards Way
Strategy and Business Development Irvine, California 92614
Robert C. Reindl Corporate Vice President, One Edwards Way
Human Resources Irvine, California 92614
EXHIBIT INDEX
Exhibit 1. Securities Purchase Agreement, dated as of January 7, 2001, by
and among Edwards Lifesciences Corporation, PLC Systems Inc.
and PLC Medical Systems, Inc.
Exhibit 2. Shareholders Agreement, dated as of January 9, 2001, by and
between Edwards Lifesciences Corporation and PLC Systems Inc.
Exhibit 3. Warrant to Purchase Common Shares of PLC Systems Inc. (Warrant
No. 1) dated January 9, 2001.
Exhibit 4. Warrant to Purchase Common Shares of PLC Systems Inc. (Warrant
No. 2) dated January 9, 2001.
Exhibit 5. Warrant to Purchase Common Shares of PLC Systems Inc. (Warrant
No. 3) dated January 9, 2001.
Dates Referenced Herein and Documents Incorporated by Reference
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