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): July 11, 2006
Patient
Safety Technologies, Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
or Other Jurisdiction
of
Incorporation)
|
333-124594
(Commission
File
Number)
|
13-3419202
(I.R.S.
Employer
Identification
Number)
|
1800
Century Park East, Ste. 200, Los Angeles, CA 90067
(Address
of principal executive offices) (zip code)
(310)
895-7750
(Registrant's
telephone number, including area code)
Marc
J.
Ross, Esq.
Sichenzia
Ross Friedman Ference LLP
1065
Avenue of the Americas
New
York,
New York 10018
Phone:
(212) 930-9700
Fax:
(212) 930-9725
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 (see General Instruction A.2. below):
[
]
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
July
12, 2006 Patient Safety Technologies, Inc. (the “Company”), executed a
Convertible Promissory Note in the principal amount of $250,000 (“Note”) and a
Warrant for the Purchase of 85,000 Shares of the Company’s Common Stock
(“Warrant”) in favor of Charles J. Kalina, III, an existing shareholder of the
Company. The Note accrues interest at 12% per annum and has a maturity date
of
October 10, 2006. The Warrant expires on July 11, 2011. The Note and the Warrant
were issued to Mr. Kalina pursuant to the exemption from registration
requirements provided by Section 4(2) of the Securities Act of 1933, as amended,
and Rule 506 promulgated thereunder. No advertising or general solicitation
was
used in offering the securities and Mr. Kalina represented that he is an
accredited investor and that the securities were acquired for investment
purposes for his own account and not with a view to the resale or distribution
of such securities. The proceeds of the Note were used to cover general
operating expenses of the Company.
The
Note
accrues interest at the rate of 12% per annum throughout the term of the loan.
The principal amount of the Note and any accrued but unpaid interest is due
to
be paid upon the earlier of (a) October 10, 2006, or (b) the occurrence of
an
event of default. Principal and interest on the Note is convertible into shares
of the Company’s common stock at a conversion price of $3.00. If the Company
issues shares of common stock or securities convertible or exercisable into
shares of common stock below the then applicable conversion price, the
conversion price of the Note will be reduced accordingly. The conversion price
of the Note also will be adjusted if the Company pays a stock dividend, or
subdivides or combines outstanding shares of common stock into a greater or
lesser number of shares.
The
Warrant has an exercise price of $ 2.69 per share and will expire on July 11,
2011. If the Company issues shares of common stock or securities convertible
or
exercisable into shares of common stock below the then applicable exercise
price, the exercise price of the Warrant will be reduced accordingly. The
exercise price of the Warrant also will be adjusted if the Company pays a stock
dividend, or subdivides or combines outstanding shares of common stock into
a
greater or lesser number of shares.
Mr.
Kalina agreed to restrict his ability to convert the Note and exercise the
Warrant such that the number of shares of common stock beneficially owned by
him
and his affiliates in the aggregate after such conversion or exercise does
not
exceed 9.999% of the then issued and outstanding shares of common stock of
the
Company. Such beneficial ownership restriction may be waived by Mr. Kalina
upon
not less than 61 days’ prior notice to the Company.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
See
Item
1.01 above.
Item
3.02 Unregistered Sales of Equity Securities.
See
Item
1.01 above.
Item
5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
Effective
July 11, 2006, Milton “Todd” Ault, III (age 36) was re-appointed Chief Executive
Officer and a Director of the Company. Mr. Ault was Chief Executive Officer
of
the Company from October 24, 2004 to January 9, 2006, when he resigned and
Dr.
Louis Glazer, M.D., Ph.G., was appointed Chief Executive Officer in anticipation
of the Company’s reorganization as a “pure-play” healthcare organization and
potential merger with its wholly-owned subsidiary SurgiCount Medical, Inc.
Due
to
health concerns, Dr. Glazer resigned his position as Chief Executive Officer
on
July 11, 2006 but remains Chairman of the Board, and management has since
determined that it is in the best interests of the Company and its subsidiaries,
for various legal and regulatory reasons, to not proceed with the proposed
merger but to continue to operate as a holding company.
In
consideration of his re-appointment as Chief Executive Officer, Mr. Ault has
agreed to cash compensation of only $1 per year plus stock in lieu of the cash
compensation previously agreed to pursuant to the Severance Agreement entered
into with Mr. Ault as of May 24, 2006. Mr. Ault is still receiving stock, and
options, pursuant to the Severance Agreement.
There
are
no family relationships between Mr. Ault and the Company’s directors, executive
officers or persons nominated or charged by the Company to become directors
or
executive officers.
Item
9.01 Financial Statements and Exhibits.
(c)
Exhibits
|
Exhibit
Number
|
|
Description
|
|
4.1
|
|
$250,000
principal amount Convertible Promissory Note issued by Patient Safety
Technologies, Inc. to Charles J. Kalina III on July 12,
2006
|
|
4.2
|
|
Warrant
to purchase 85,000 shares of common stock issued by Patient Safety
Technologies, Inc. to Charles J. Kalina III on July 12,
2006
|
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
| |
Patient Safety Technologies,
Inc. |
| |
|
| Dated: July __, 2006 |
By: __________________ |
| |
Name: Milton
“Todd” Ault, III |
| |
Title: Chief
Executive Officer |