Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
PLCSF > SEC Filings for PLCSF > Form 8-K on 14-May-2014All Recent SEC Filings

Show all filings for PLC SYSTEMS INC

Form 8-K for PLC SYSTEMS INC


14-May-2014

Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securitie


Item 1.01. Entry into a Material Definitive Agreement.

The Merger Agreement

On May 9, 2014, PLC Systems Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among the Company, Viveve, Inc. ("Viveve") and PLC Systems Acquisition Corporation, a newly formed, wholly-owned subsidiary of the Company ("Merger Sub").

Viveve is a Delaware corporation that was incorporated in 2005 by Jonathon Parmer, MD, an OBGYN physician and Edward Knowlton, the holder of patents covering the use of radiofrequency energy to tighten tissue. Viveve designs, develops, manufactures and markets medical devices for the non-invasive treatment of vaginal introital laxity.

Pursuant to the Merger Agreement, Merger Sub will merge with and into Viveve, with Viveve being the surviving entity and the wholly-owned subsidiary of the Company (the "Merger"). The "Effective Time" of the Merger will be the time at which the Certificate of Merger and other appropriate or required documents prepared and executed in accordance with the relevant provisions of the Delaware General Corporation Law are filed with the Secretary of State of the State of Delaware. The closing of the Merger is subject to the satisfaction of certain customary and other closing conditions set forth in the Merger Agreement, including the approval of holders of not less than two-thirds of shares of common stock of the Company (the "Common Stock") voting on the matter, approval of the Merger Agreement by the Viveve shareholders, the closing of the RenalGuard Spinoff (as defined herein), the exchange of certain convertible securities and warrants of the Company for shares of Common Stock, the termination of certain of Viveve's outstanding convertible debt and warrants, holders of not more than 35% of the Company's Common Stock shall have elected to become dissenting shares, Viveve, as of the closing, shall have no more than $1,500,000 of accounts payable and accrued expenses and a principal balance on its outstanding senior secured notes of no more than $1,500,000, and each of the officers and directors of the Company shall have delivered resignations from their respective positions at the Company that will become effective immediately after the Effective Time of the Merger.

At the Effective Time of the Merger (i) Viveve will succeed to and assume all the rights, liabilities and obligations of Merger Sub in accordance with the Delaware General Corporation Law; (ii) the Certificate of Incorporation and Bylaws, as amended, of Viveve as in effect at the Effective Time of the Merger will become the Certificate of Incorporation and Bylaws of the surviving corporation; (iii) each issued and outstanding share of common stock of Merger Sub will be converted into the right to receive one share of common stock of the surviving corporation post-Merger; (iv) each issued and outstanding share of common stock of Viveve will be converted into and represent the right to receive 0.0080497 of one share of Common Stock (rounded to the nearest whole number) (the "Merger Consideration"); (v) 100% of the outstanding shares of common stock of a wholly owned subsidiary of the Company that owns the RenalGuard business will have previously been sold to GCP IV LLC ("GCP") in exchange for the cancellation of 95% of the Company's outstanding 5% Senior Secured Convertible Debentures ("Debentures") and a release of liens on substantially all of the Company's assets (the "RenalGuard Spinoff"); (vi) the remaining 5% of the outstanding Debentures will have converted into an aggregate of 40,731 shares of Common Stock pursuant to a Conversion Agreement dated May 9, 2014 (the "Conversion Agreement"); (vii) upon receipt of all necessary approvals, the officers and directors of Viveve will become the officers and directors of the Company and the current officers and directors of the Company will resign;
(viii) the Company will amend its 2013 Stock Option and Incentive Plan (the "Plan") to increase the number of shares of Common Stock issuable under the Plan and assume the rights and obligations under Viveve's outstanding stock options and stock option plan; (ix) the Company will enter into a Joinder and Amendment to Loan and Security Agreement with a lender of Viveve to include the Company as a borrower under the Viveve loan documents and to pledge the shares of Viveve, as the surviving wholly owned subsidiary of the Company as a result of the Merger and (x) the Company will effectuate a one for one hundred reverse stock split of its Common Stock. Upon the closing of the Merger, the Company will change its corporate name to "Viveve Medical, Inc." Immediately following the Effective Time of the Merger, the Offering (as defined below) will be completed.

Upon completion of the Merger, Viveve Medical, Inc., the surviving corporation will maintain its principal offices at 150 Commercial Street, Sunnyvale, California 94086.


After the closing of the Merger and on a fully diluted basis, 63.1% of the outstanding Common Stock will be owned by the current stockholders of Viveve and 36.9% of the outstanding Common Stock will be owned by the current shareholders of the Company. Pursuant to a Financial Advisory Agreement dated May 9, 2014 (the "Financial Advisory Agreement"), the Company agreed to issue to Bezalel Partners, LLC or its designees 223,200 shares of Common Stock on the closing date of the Merger for certain consulting services rendered by Bezalel Partners, LLC to the Company in connection with the Merger.

The Company and Viveve have made customary representations, warranties and covenants in the Merger Agreement, which expire at the Effective Time of the Merger. The Company may not solicit competing proposals or, subject to exceptions that permit the Board of Directors to take actions required by their fiduciary duties with respect to certain superior proposals, participate in any discussions or negotiations regarding alternative business transactions. The Company may not solicit competing proposals or participate in any discussions or negotiations regarding alternative business transactions. The Merger Agreement also requires the post-Merger Company to use its reasonable best efforts to consummate a registered public offering within one year from the closing of the Merger.

The Merger Agreement contains specified termination rights for the parties, and provides that, in certain circumstances, the Company would be required to pay Viveve a termination fee of $150,000.

GBS Venture Partners Limited Warrant

On May 9, 2014, the Company issued to GBS Venture Partners Limited ("GBS Venture"), a convertible debenture holder and stockholder of Viveve, a warrant to purchase shares of Common Stock equal to 5% of the outstanding shares of Common Stock on a post-Merger basis (the "GBS Warrant") in consideration for the . . .



Item 3.02. Unregistered Sales of Equity Securities.

The descriptions of the Merger Agreement, the Conversion Agreement, the GBS Warrant, the Warrant Exchange Agreement, the Right Agreement, the Securities Purchase Agreements, the Investor Warrants and the Offering with respect to the issuance of the Merger Consideration, the Exchange Shares, the GBS Warrant, the Right and the Securities under Item 1.01 above are incorporated herein by reference.



Item 8.01. Other Items.

On May 14, 2014, the Company issued a press release, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits.


(d) Exhibits

Number  Exhibit

  4.1   Conversion Agreement, dated May 9, 2014, by and between the Company and
        certain holders of 5% Senior Secured Convertible Debentures.
  4.2   Warrant Exchange Agreement, dated May 9, 2014, by and between the Company
        and the holders of Warrants.
  4.3   Form of Common Stock Purchase Warrant, dated May 9, 2014, to be issued by
        the Company to the Investors.
  4.4   Common Stock Purchase Warrant, dated May 9, 2014, by and between the Company
        and GBS Venture Partners Limited.


10.1+ Agreement and Plan of Merger, dated May 9, 2014, by and among the Company, PLC Systems Acquisition Corporation and Viveve, Inc.
10.2 Financial Advisory Agreement, dated May 9, 2014, by and between the Company and Bezalel Partners, LLC.
10.3 Securities Purchase Agreement, dated May 9, 2014, by and among the Company and the Investors.
10.4 Securities Purchase Agreement, dated May 9, 2014, by and among the Company and GBS Venture Partners as trustee for GBS BioVentures III Trust.
10.5 Escrow Deposit Agreement, dated May 9, 2014 by and among the Company, Palladium Capital Advisors LLC, Middlebury Securities and Signature Bank, as escrow agent.
10.6 Registration Rights Agreement, dated May 9, 2014, by and between the Company and the Investors.
10.7 Right To Shares Agreement, dated May 9, 2014, by and between the Company and GCP IV LLC.
99.1 Press release of the Company released on May 14, 2014.

+ Certain exhibits or schedules to the Agreement and Plan of Merger have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish copies of any such exhibits and schedules to the U.S. Securities and Exchange Commission upon request.


  Add PLCSF to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for PLCSF - All Recent SEC Filings
Copyright © 2014 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.