<PAGE>

     As filed with the Securities and Exchange Commission on March 28, 2001

                                                Registration No. 333-________

                       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 Number)

10 FORGE PARK, FRANKLIN, MA                                            02038
(Address of Principal Executive Offices)                             (Zip Code)


            2000 NON-QUALIFIED PERFORMANCE AND RETENTION EQUITY 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

<TABLE>
<CAPTION>

----------------------------- ----------------- ---------------------- --------------------- -----------------------
                                                  Proposed Maximum       Proposed Maximum
 Title of Securities to be      Amount to be     Offering Price Per     Aggregate Offering         Amount of
         Registered              Registered             Share                 Price             Registration Fee
----------------------------- ----------------- ---------------------- --------------------- -----------------------
<S>                           <C>               <C>                    <C>                   <C>
Common stock, no par value           50,000                 $0.775(1)            $38,750(1)
                                    240,000(2)             $0.6250(3)           $150,000(3)
                                     85,000(2)             $0.8125(3)            $69,063(3)
                                     25,000(2)             $1.1200(3)            $28,000(3)
----------------------------- ----------------- ---------------------- --------------------- -----------------------
Total                                                                           $285,813                         $72
----------------------------- ----------------- ---------------------- --------------------- -----------------------

</TABLE>

(1)      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 on the average of the high and low prices of the
         common stock as reported by the American Stock Exchange on March 26,
         2001.

(2)      Shares of common stock subject to presently outstanding options under
         the 2000 Non-qualified Performance and Retention Equity Plan.

(3)      Estimated solely for the purpose of calculating the registration fee in
         accordance with Rule 457(h) of the Securities Act of 1933, as amended,
         and based on the prices at which the options may be exercised,
         respectively.

<PAGE>

PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The information required by Part I is included in documents sent or
given to participants in the Registrant's 2000 Non-qualified Performance and
Retention Equity Plan pursuant to Rule 428(b)(1) of the Securities Act of 1933,
as amended (the "Securities Act").

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The Registrant is subject to the informational and reporting
requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). The following documents, which are on file with
the Commission, are incorporated in this Registration Statement by reference:

                  (1)      The Registrant's latest annual report filed pursuant
                           to Section 13(a) or 15(d) of the Exchange Act, or the
                           latest prospectus filed pursuant to Rule 424(b) under
                           the Securities Act that contains audited financial
                           statements for the Registrant's latest fiscal year
                           for which such statements have been filed.

                  (2)      All other reports filed pursuant to Section 13(a) or
                           15(d) of the Exchange Act since the end of the fiscal
                           year covered by the document referred to in (1)
                           above.

                  (3)      The description of the common stock of the
                           Registrant, contained in a registration statement
                           filed under the Exchange Act, including any amendment
                           or report filed for the purpose of updating such
                           description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all shares of common stock offered
hereby have been sold or which deregisters all shares of common stock then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4.  DESCRIPTION OF SECURITIES

         Not applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         The legality of the common stock being offered hereby will be passed
upon for the Registrant by Anton Campion Macdonald and Oyler.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Yukon Business Corporation Act (the "Business Corporations
Act"), Section 126, enables a corporation to indemnify a director or officer
or a former director or officer of the corporation, or a person who acts or
acted at the corporation's request as a director or officer of a body
corporate of which the corporation is or was a shareholder or creditor, and
his heirs and personal representatives, against all costs, charges and
expenses, including an amount paid to settle an action or to satisfy a
judgment

                                       2

<PAGE>

reasonably incurred by him in any civil, criminal or administrative action
or proceeding to which he is made a party by reason of being or having been
such a director or officer if:


         (1)      he acted honestly and in good faith with a view to the best
                  interest of the corporation; and

         (2)      in the case of a criminal or administrative action or
                  proceeding that is enforced by a monetary penalty, he had
                  reasonable grounds for believing that his conduct was lawful.

The Business Corporations Act also enables a corporation, with the approval
of the Supreme Court of the Yukon Territory, to indemnify such a director or
officer in respect of an action by or on behalf of the corporation or body
corporate to procure a judgment in its favor, to which he is made a party by
reason of being or having been a director or officer of the corporation or
body corporate, against all costs, charges and expenses reasonably incurred
by him in connection with the action if he fulfils the conditions set forth
in subparagraphs (1) and (2) above. Furthermore, the Business Corporation Act
provides that such a director or officer is entitled to indemnity from the
corporation in respect of all costs, charges and expenses reasonably incurred
by him in connection with the defense of any civil, criminal or
administrative action or proceeding to which he is made a party by reason of
being or having been a director or officer of the corporation or body
corporate if the person seeking indemnification:

          (1)     fulfills the conditions set forth in subparagraphs (1)
                  and (2) above;

          (2)     was substantially successful on the merits in his defense
                  of the action or proceeding; and

          (3)     is fairly and reasonably entitled to indemnity.

         The Business Corporations Act also provides that a corporation may
purchase and maintain insurance for the benefit of a director or officer or a
former director or officer of the corporation, or a person who acts or acted
at the corporation's request as a director or officer of a body corporate of
which the corporation is or was a shareholder or creditor, and his heirs and
personal representatives, against liability incurred by him:

         (1)      in his capacity as a director or officer of the corporation,
                  except when the liability relates to his failure to act
                  honestly and in good faith with a view to the best interests
                  of the corporation, or

         (2)      in his capacity as a director or officer of another body
                  corporate if he acts or acted in that capacity at the
                  corporation's request; except where the liability relates to
                  his failure to act honestly and in good faith with a view to
                  the best interests of the body corporate.

         The Registrant's By-Laws provide that no director of the Registrant
shall be liable for the acts, receipts, neglects or defaults of any other
director or officer or employee, or for joining in any receipt or other act for
conformity, or for any loss, damage or expense happening to the Registrant
through the insufficiency or deficiency of title to any property acquired for or
on behalf of the Registrant, or for the insufficiency or deficiency of any
security in or upon which any of the moneys of the Registrant shall be invested,
or for any loss or damage arising from the bankruptcy, insolvency or tortuous
acts of any person with whom any of the moneys, securities or effects of the
Registrant are deposited, or for any loss occasioned by any error of judgement
or oversight on his part, or for any other loss, damage or misfortune whatever
which shall happen in the execution of the duties of his office or in relation
thereto, unless the same are occasioned by his own willful neglect or default or
from any breach of his duty to act in accordance with the Business Corporations
Act and the regulations thereunder.

         The Registrant's By-Laws provide that subject to the limitations
contained in the Business Corporations Act, and to the extent he is otherwise
fairly and reasonably entitled thereto, the Registrant shall indemnify a
director or officer, a former director or officer, or a person who acts or acted
at the Registrant's request as a director or officer of a body corporate of
which the Registrant is or was a shareholder or creditor (or a person who
undertakes or has undertaken any liability on behalf of the Registrant or any
such body corporate) and his heirs and legal representatives, against all costs,
charges and expenses, including an amount paid to settle an action or satisfy a
judgment, reasonably incurred by him in respect of any civil, criminal or
administrative action or proceeding to which he is made a party by reason of
being or having been a director or officer of the Registrant or such body
corporate, if

         (1)      he acted honestly and in good faith with a view to the best
                  interests of the Registrant; and

         (2)      in the case of a criminal or administrative action or
                  proceeding that is enforced by a monetary penalty, he had
                  reasonable grounds for believing that his conduct was lawful.


                                       3

<PAGE>

         The Registrant's By-Laws also provide that subject to the limitations
contained in the Business Corporations Act, the Registrant may purchase and
maintain insurance for the benefit of its directors and officers as the board
may from time to time determine.

         Furthermore, the Registrant's By-Laws provide that directors may rely
upon the accuracy of any statement of fact represented by an officer of the
Registrant to be correct or upon statements in a written report of the auditor
of the Registrant and shall not be responsible or held liable for any loss or
damage resulting from the paying of any dividends or otherwise acting in good
faith upon any such statement.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

Item 8.  EXHIBITS

         The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.

Item 9.  UNDERTAKINGS

         1.       The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

                           (i)      To include any prospectus required by
                                    Section 10(a)(3) of the Securities Act;

                           (ii)     To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    the Registration Statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in the Registration
                                    Statement. Notwithstanding the foregoing,
                                    any increase or decrease in the volume of
                                    securities offered (if the total dollar
                                    value of securities offered would not exceed
                                    that which was registered) and any deviation
                                    from the low or high end of the estimated
                                    maximum offering rage may be reflected in
                                    the form of prospectus filed with the
                                    Commission pursuant to Rule 424(b) if, in
                                    the aggregate, the changes in volume and
                                    price represent no more than 20 percent
                                    change in the maximum offering price set
                                    forth in the "Calculation of Registration
                                    Fee" table in the effective Registration
                                    Statement;

                           (iii)    To include any material information with
                                    respect to the plan of distribution not
                                    previously disclosed in the Registration
                                    Statement or any material change to such
                                    information in the Registration Statement.

         PROVIDED, HOWEVER that paragraphs (i) and (ii) do not apply if the
         registration statement is on Form S-3 or Form S-8, and the information
         required to be included in a post-effective amendment by those
         paragraphs is contained in periodic reports filed by the Registrant
         pursuant to Section 13 or Section 15(d) of the Exchange Act that are
         incorporated by reference in the registration statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act, each such post-effective amendment shall be deemed
         to be a new Registration Statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.


                                       4

<PAGE>

                  (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         2. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

         3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.


                                       5

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, 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 March 28, 2001.

                                   PLC SYSTEMS INC.


                                   By: /s/ Mark R. Tauscher
                                       -------------------------------------
                                       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 behalf in our capacities as officers and directors
to enable PLC Systems Inc. to comply with all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by said attorneys, or any of them, to said Registration Statement and
any and all amendments thereto.

         PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED.

<TABLE>
<CAPTION>

             SIGNATURE                                TITLE                               DATE
<S>                                  <C>                                           <C>

/s/ Mark R. Tauscher                 President, Chief Executive Officer and        March 28, 2001
---------------------------          Director (Principal Executive Officer)
Mark R. Tauscher

/s/ James G. Thomasch                Chief Financial Officer and Treasurer         March 28, 2001
---------------------------          (Principal Financial Officer and
James G. Thomasch                    Principal Accounting Officer)


/s/ Edward H. Pendergast             Chairman of the Board of Directors            March 28, 2001
---------------------------
Edward H. Pendergast

/s/ Kevin J. Dunn                    Director                                      March 28, 2001
---------------------------
Kevin J. Dunn

/s/ Benjamin Holmes                  Director                                      March 28, 2001
---------------------------
Benjamin Holmes

/s/ Alan H. Magazine                 Director                                      March 28, 2001
---------------------------
Alan H. Magazine

/s/ H.B. Brent Norton, M.D.          Director                                      March 28, 2001
---------------------------
H.B. Brent Norton, M.D.

/s/ Kenneth J. Pulkonik              Director                                      March 28, 2001
---------------------------
Kenneth J. Pulkonik

/s/ Robert I. Rudko, Ph.D.           Director                                      March 28, 2001
---------------------------
Robert I. Rudko, Ph.D.

/s/ Roberts A. Smith, Ph.D.          Director                                      March 28, 2001
---------------------------
Roberts A. Smith, Ph.D.

</TABLE>

                                       6

<PAGE>

                                  EXHIBIT INDEX


EXHIBIT
NUMBER                                  DESCRIPTION

4.1 (1)   Certificate of Incorporation of the Registrant.
4.2 (2)   Articles of Continuance of the Registrant.
4.3 (3)   By-Laws of the Registrant.
4.4 (4)   Specimen Certificate for Common Stock of the Registrant.
5.1       Opinion of Anton Campion Macdonald and Oyler.
23.1      Consent of Anton Campion Macdonald and Oyler (included in
          Exhibit 5.1).
23.2      Consent of Ernst & Young LLP.
24.1      Power of Attorney (included in the signature pages of
          this Registration Statement).

(1)   Incorporated by reference to Exhibit 3a to the Registrant's Registration
      Statement on Form S-1, as amended (File No. 333-48340).

(2)   Incorporated by reference to Exhibit 3.2 to the Registrant's Annual Report
      on Form 10-K for the year ended December 31, 1999.

(3)   Incorporated by reference to Exhibit 3.3 to the Registrant's Annual Report
      on Form 10-K for the year ended December 31, 1999.

(4)   Incorporated by reference to Exhibit 4c to the Registrant's Registration
      Statement on Form S-1, as amended (File No. 333-48340).


                                       7
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{"company-data": {"conformed-name": "PLC SYSTEMS INC", "cik": "0000879682", "assigned-sic": "3845", "irs-number": "043153858", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57752", "film-number": "1581891"}, "business-address": {"street1": "10 FORGE PK", "city": "FRANKLIN", "state": "MA", "zip": "02038", "phone": "5085418800"}, "mail-address": {"street1": "10 FORGE PARK", "city": "FRANKLIN", "state": "MA", "zip": "02038"}}
As filed with the Securities and Exchange Commission on March 28, 2001

                                                Registration No. 333-________

                       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 Number)

10 FORGE PARK, FRANKLIN, MA                                            02038
(Address of Principal Executive Offices)                             (Zip Code)

            2000 NON-QUALIFIED PERFORMANCE AND RETENTION EQUITY 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
----------------------------- ----------------- ---------------------- --------------------- -----------------------
                                                  Proposed Maximum       Proposed Maximum
 Title of Securities to be      Amount to be     Offering Price Per     Aggregate Offering         Amount of
         Registered              Registered             Share                 Price             Registration Fee
----------------------------- ----------------- ---------------------- --------------------- -----------------------
Common stock, no par value           50,000                 $0.775(1)            $38,750(1)
                                    240,000(2)             $0.6250(3)           $150,000(3)
                                     85,000(2)             $0.8125(3)            $69,063(3)
                                     25,000(2)             $1.1200(3)            $28,000(3)
----------------------------- ----------------- ---------------------- --------------------- -----------------------
Total                                                                           $285,813                         $72
----------------------------- ----------------- ---------------------- --------------------- -----------------------
(1)      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 on the average of the high and low prices of the
         common stock as reported by the American Stock Exchange on March 26,
         2001.

(2)      Shares of common stock subject to presently outstanding options under
         the 2000 Non-qualified Performance and Retention Equity Plan.

(3)      Estimated solely for the purpose of calculating the registration fee in
         accordance with Rule 457(h) of the Securities Act of 1933, as amended,
         and based on the prices at which the options may be exercised,
         respectively.
PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The information required by Part I is included in documents sent or
given to participants in the Registrant's 2000 Non-qualified Performance and
Retention Equity Plan pursuant to Rule 428(b)(1) of the Securities Act of 1933,
as amended (the "Securities Act").

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The Registrant is subject to the informational and reporting
requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). The following documents, which are on file with
the Commission, are incorporated in this Registration Statement by reference:

                  (1)      The Registrant's latest annual report filed pursuant
                           to Section 13(a) or 15(d) of the Exchange Act, or the
                           latest prospectus filed pursuant to Rule 424(b) under
                           the Securities Act that contains audited financial
                           statements for the Registrant's latest fiscal year
                           for which such statements have been filed.

                  (2)      All other reports filed pursuant to Section 13(a) or
                           15(d) of the Exchange Act since the end of the fiscal
                           year covered by the document referred to in (1)
                           above.

                  (3)      The description of the common stock of the
                           Registrant, contained in a registration statement
                           filed under the Exchange Act, including any amendment
                           or report filed for the purpose of updating such
                           description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all shares of common stock offered
hereby have been sold or which deregisters all shares of common stock then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4.  DESCRIPTION OF SECURITIES

         Not applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         The legality of the common stock being offered hereby will be passed
upon for the Registrant by Anton Campion Macdonald and Oyler.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Yukon Business Corporation Act (the "Business Corporations
Act"), Section 126, enables a corporation to indemnify a director or officer
or a former director or officer of the corporation, or a person who acts or
acted at the corporation's request as a director or officer of a body
corporate of which the corporation is or was a shareholder or creditor, and
his heirs and personal representatives, against all costs, charges and
expenses, including an amount paid to settle an action or to satisfy a
judgment

                                       2
reasonably incurred by him in any civil, criminal or administrative action
or proceeding to which he is made a party by reason of being or having been
such a director or officer if:

         (1)      he acted honestly and in good faith with a view to the best
                  interest of the corporation; and

         (2)      in the case of a criminal or administrative action or
                  proceeding that is enforced by a monetary penalty, he had
                  reasonable grounds for believing that his conduct was lawful.

The Business Corporations Act also enables a corporation, with the approval
of the Supreme Court of the Yukon Territory, to indemnify such a director or
officer in respect of an action by or on behalf of the corporation or body
corporate to procure a judgment in its favor, to which he is made a party by
reason of being or having been a director or officer of the corporation or
body corporate, against all costs, charges and expenses reasonably incurred
by him in connection with the action if he fulfils the conditions set forth
in subparagraphs (1) and (2) above. Furthermore, the Business Corporation Act
provides that such a director or officer is entitled to indemnity from the
corporation in respect of all costs, charges and expenses reasonably incurred
by him in connection with the defense of any civil, criminal or
administrative action or proceeding to which he is made a party by reason of
being or having been a director or officer of the corporation or body
corporate if the person seeking indemnification:

          (1)     fulfills the conditions set forth in subparagraphs (1)
                  and (2) above;

          (2)     was substantially successful on the merits in his defense
                  of the action or proceeding; and

          (3)     is fairly and reasonably entitled to indemnity.

         The Business Corporations Act also provides that a corporation may
purchase and maintain insurance for the benefit of a director or officer or a
former director or officer of the corporation, or a person who acts or acted
at the corporation's request as a director or officer of a body corporate of
which the corporation is or was a shareholder or creditor, and his heirs and
personal representatives, against liability incurred by him:

         (1)      in his capacity as a director or officer of the corporation,
                  except when the liability relates to his failure to act
                  honestly and in good faith with a view to the best interests
                  of the corporation, or

         (2)      in his capacity as a director or officer of another body
                  corporate if he acts or acted in that capacity at the
                  corporation's request; except where the liability relates to
                  his failure to act honestly and in good faith with a view to
                  the best interests of the body corporate.

         The Registrant's By-Laws provide that no director of the Registrant
shall be liable for the acts, receipts, neglects or defaults of any other
director or officer or employee, or for joining in any receipt or other act for
conformity, or for any loss, damage or expense happening to the Registrant
through the insufficiency or deficiency of title to any property acquired for or
on behalf of the Registrant, or for the insufficiency or deficiency of any
security in or upon which any of the moneys of the Registrant shall be invested,
or for any loss or damage arising from the bankruptcy, insolvency or tortuous
acts of any person with whom any of the moneys, securities or effects of the
Registrant are deposited, or for any loss occasioned by any error of judgement
or oversight on his part, or for any other loss, damage or misfortune whatever
which shall happen in the execution of the duties of his office or in relation
thereto, unless the same are occasioned by his own willful neglect or default or
from any breach of his duty to act in accordance with the Business Corporations
Act and the regulations thereunder.

         The Registrant's By-Laws provide that subject to the limitations
contained in the Business Corporations Act, and to the extent he is otherwise
fairly and reasonably entitled thereto, the Registrant shall indemnify a
director or officer, a former director or officer, or a person who acts or acted
at the Registrant's request as a director or officer of a body corporate of
which the Registrant is or was a shareholder or creditor (or a person who
undertakes or has undertaken any liability on behalf of the Registrant or any
such body corporate) and his heirs and legal representatives, against all costs,
charges and expenses, including an amount paid to settle an action or satisfy a
judgment, reasonably incurred by him in respect of any civil, criminal or
administrative action or proceeding to which he is made a party by reason of
being or having been a director or officer of the Registrant or such body
corporate, if

         (1)      he acted honestly and in good faith with a view to the best
                  interests of the Registrant; and

         (2)      in the case of a criminal or administrative action or
                  proceeding that is enforced by a monetary penalty, he had
                  reasonable grounds for believing that his conduct was lawful.

                                       3
The Registrant's By-Laws also provide that subject to the limitations
contained in the Business Corporations Act, the Registrant may purchase and
maintain insurance for the benefit of its directors and officers as the board
may from time to time determine.

         Furthermore, the Registrant's By-Laws provide that directors may rely
upon the accuracy of any statement of fact represented by an officer of the
Registrant to be correct or upon statements in a written report of the auditor
of the Registrant and shall not be responsible or held liable for any loss or
damage resulting from the paying of any dividends or otherwise acting in good
faith upon any such statement.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

Item 8.  EXHIBITS

         The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.

Item 9.  UNDERTAKINGS

         1.       The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

                           (i)      To include any prospectus required by
                                    Section 10(a)(3) of the Securities Act;

                           (ii)     To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    the Registration Statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in the Registration
                                    Statement. Notwithstanding the foregoing,
                                    any increase or decrease in the volume of
                                    securities offered (if the total dollar
                                    value of securities offered would not exceed
                                    that which was registered) and any deviation
                                    from the low or high end of the estimated
                                    maximum offering rage may be reflected in
                                    the form of prospectus filed with the
                                    Commission pursuant to Rule 424(b) if, in
                                    the aggregate, the changes in volume and
                                    price represent no more than 20 percent
                                    change in the maximum offering price set
                                    forth in the "Calculation of Registration
                                    Fee" table in the effective Registration
                                    Statement;

                           (iii)    To include any material information with
                                    respect to the plan of distribution not
                                    previously disclosed in the Registration
                                    Statement or any material change to such
                                    information in the Registration Statement.

         PROVIDED, HOWEVER that paragraphs (i) and (ii) do not apply if the
         registration statement is on Form S-3 or Form S-8, and the information
         required to be included in a post-effective amendment by those
         paragraphs is contained in periodic reports filed by the Registrant
         pursuant to Section 13 or Section 15(d) of the Exchange Act that are
         incorporated by reference in the registration statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act, each such post-effective amendment shall be deemed
         to be a new Registration Statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

                                       4
(3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         2. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

         3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                       5
SIGNATURES

         Pursuant to the requirements of the Securities Act, 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 March 28, 2001.

                                   PLC SYSTEMS INC.

                                   By: /s/ Mark R. Tauscher
                                       -------------------------------------
                                       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 behalf in our capacities as officers and directors
to enable PLC Systems Inc. to comply with all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by said attorneys, or any of them, to said Registration Statement and
any and all amendments thereto.

         PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED.
SIGNATURE                                TITLE                               DATE
/s/ Mark R. Tauscher                 President, Chief Executive Officer and        March 28, 2001
---------------------------          Director (Principal Executive Officer)
Mark R. Tauscher

/s/ James G. Thomasch                Chief Financial Officer and Treasurer         March 28, 2001
---------------------------          (Principal Financial Officer and
James G. Thomasch                    Principal Accounting Officer)

/s/ Edward H. Pendergast             Chairman of the Board of Directors            March 28, 2001
---------------------------
Edward H. Pendergast

/s/ Kevin J. Dunn                    Director                                      March 28, 2001
---------------------------
Kevin J. Dunn

/s/ Benjamin Holmes                  Director                                      March 28, 2001
---------------------------
Benjamin Holmes

/s/ Alan H. Magazine                 Director                                      March 28, 2001
---------------------------
Alan H. Magazine

/s/ H.B. Brent Norton, M.D.          Director                                      March 28, 2001
---------------------------
H.B. Brent Norton, M.D.

/s/ Kenneth J. Pulkonik              Director                                      March 28, 2001
---------------------------
Kenneth J. Pulkonik

/s/ Robert I. Rudko, Ph.D.           Director                                      March 28, 2001
---------------------------
Robert I. Rudko, Ph.D.

/s/ Roberts A. Smith, Ph.D.          Director                                      March 28, 2001
---------------------------
Roberts A. Smith, Ph.D.
6
EXHIBIT INDEX

EXHIBIT
NUMBER                                  DESCRIPTION

4.1 (1)   Certificate of Incorporation of the Registrant.
4.2 (2)   Articles of Continuance of the Registrant.
4.3 (3)   By-Laws of the Registrant.
4.4 (4)   Specimen Certificate for Common Stock of the Registrant.
5.1       Opinion of Anton Campion Macdonald and Oyler.
23.1      Consent of Anton Campion Macdonald and Oyler (included in
          Exhibit 5.1).
23.2      Consent of Ernst & Young LLP.
24.1      Power of Attorney (included in the signature pages of
          this Registration Statement).

(1)   Incorporated by reference to Exhibit 3a to the Registrant's Registration
      Statement on Form S-1, as amended (File No. 333-48340).

(2)   Incorporated by reference to Exhibit 3.2 to the Registrant's Annual Report
      on Form 10-K for the year ended December 31, 1999.

(3)   Incorporated by reference to Exhibit 3.3 to the Registrant's Annual Report
      on Form 10-K for the year ended December 31, 1999.

(4)   Incorporated by reference to Exhibit 4c to the Registrant's Registration
      Statement on Form S-1, as amended (File No. 333-48340).

                                       7