Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934
Filed by
the Registrant x
Filed by
a Party other than the Registrant o
Check the
appropriate box:
o Preliminary Proxy Statement
o Confidential, For Use of the Commission Only (As
Permitted by Rule 14a-6(e)(2))
x Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to §
240.14a-12
PATIENT
SAFETY TECHNOLOGIES, INC.
(Name of
Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment
of Filing Fee (Check the appropriate box):
x No fee required
o Fee computed on table below per Exchange Act Rules
14a-6(i)(1) and 0-11.
(1) Title
of each class of securities to which transaction applies:
(2)
Aggregate number of securities to which transaction applies:
(3) Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
(4)
Proposed maximum aggregate value of transaction:
(5) Total
fee paid:
o Fee paid previously with preliminary
materials.
o Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1)
Amount Previously Paid:
(2) Form,
Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
PATIENT
SAFETY TECHNOLOGIES, INC.
100
Wilshire Boulevard, Suite 1500
Santa
Monica, California 90401
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
To
Be Held On July 15, 2005
The 2005
Annual Meeting of the Stockholders (the “Annual
Meeting”) of
Patient Safety Technologies, Inc., a Delaware corporation (f/k/a Franklin
Capital Corporation) (the “Company”), will be
held on July 15, 2005, at 10:00 a.m., at the Miramar Hotel, 101
Wilshire Boulevard, Santa Monica, California 90401 for the following purposes,
each of which is described more fully in the accompanying proxy statement:
1.
Proposal No. 1:
To elect
Alice M. Campbell as a Class II Director to hold office for a three-year
term expiring in 2008, or until her successor has been duly elected and
qualified or until her earlier death, resignation or removal, in accordance with
the Company’s bylaws, as amended;
2.
Proposal
No. 2: To elect
Herbert Langsam as a Class II Director to hold office for a three-year term
expiring in 2008, or until his successor has been duly elected and qualified or
until his earlier death, resignation or removal, in accordance with the
Company’s bylaws, as amended;
3.
Proposal
No. 3: To
ratify the appointment by the Board of Directors of the Company (the
“Board”) of
Rothstein, Kass & Company, P.C. (“Rothstein
Kass”) to serve
as independent auditors for the fiscal year ending December 31, 2005;
and
4. To
consider and transact such other business as may properly come before the Annual
Meeting or any adjournment or postponement thereof.
The Board
has fixed the close of business on June 19, 2005 as the record date (the
“Record
Date”) for the
determination of the stockholders entitled to notice of, and to vote at, the
Annual Meeting or any adjournment or postponement thereof. Each stockholder of
record as of the Record Date will be entitled to one vote for each share of
Common Stock and one vote for each share of Preferred Stock held on the Record
Date.
| |
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|
| |
By Order of the Board of
Directors |
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| June 14, 2005 |
|
/s/ Milton “Todd” Ault
III |
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Milton “Todd” Ault |
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Chairman and Chief Executive
Officer |
|
You
are cordially invited to attend the Annual Meeting in person. Whether
or not you expect to attend, please vote your shares using any of the
following methods: vote by telephone or
the Internet, as described in the instructions in the proxy card;
complete, sign and date the proxy card or voting instruction card and
return in the prepaid envelope; or vote in person at the meeting.
A
return envelope (which is postage prepaid if mailed in the United States)
is enclosed for your convenience. Even if you have voted by proxy, you may
still vote in person if you attend the Annual Meeting. Please note,
however, that if your shares are held of record by a broker, bank or other
nominee and you wish to vote at the Annual Meeting, you must obtain a
proxy issued in your name from that record holder.
|
PATIENT
SAFETY TECHNOLOGIES, INC.
100
Wilshire Boulevard, Suite 1500
Santa
Monica, California 90401
PROXY
STATEMENT
FOR
THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
July 15,
2005
QUESTIONS
AND ANSWERS ABOUT THIS PROXY STATEMENT AND VOTING
Why
am I receiving these materials?
You have
been sent this proxy statement and the enclosed proxy card because Patient
Safety Technologies, Inc. (the “Company”) is
soliciting your proxy to vote at the Annual Meeting on the proposals described
in this proxy statement (the “Proposals”). You
are invited to attend the Annual Meeting to vote in person on the Proposals.
However, you do not need to attend the Annual Meeting to vote your shares.
Instead, you may simply complete, sign, date and return the enclosed proxy card
to indicate your vote with respect to each of the Proposals. The Notice of
Annual Meeting of Stockholders, this proxy statement and the accompanying proxy
cards are first being mailed to stockholders on or about June 14, 2005.
Who
can vote at the Annual Meeting?
Only
stockholders of record at the close of business on June 19, 2005 (the
“Record
Date”) will be
entitled to vote at the Annual Meeting. As of the Record Date, there were
5,448,094 shares of Common Stock and 10,950 shares of Preferred Stock
outstanding and entitled to vote.
Stockholder
of Record: Shares Registered in Your Name
If on the
Record Date your shares were registered directly in your name with the Company,
then you are a stockholder of record. As a stockholder of record, you may vote
in person at the Annual Meeting or vote by proxy. Whether or not you plan to
attend the Annual Meeting, the Company encourages you to fill out and return the
enclosed proxy card to ensure your representation at the Annual Meeting.
Beneficial
Owner: Shares Registered in the Name of a Broker or
Bank
If on the
Record Date your shares were held in an account at a brokerage firm, bank,
dealer, or other similar organization, then you are the beneficial owner of
shares held in “street name” and these proxy materials are being forwarded to
you by that organization. The organization holding your account is considered
the stockholder of record for purposes of voting at the Annual Meeting. As the
beneficial owner, you have the right to direct your brokerage firm, bank, dealer
or other similar organization on how to vote the shares in your account. You are
also invited to attend the Annual Meeting, as discussed further below. However,
since you are not the stockholder of record, you may not vote your shares in
person at the Annual Meeting unless you request and obtain a valid proxy from
your broker or other agent. Your brokerage firm, bank, dealer or other agent
should have provided you a voting instruction card for you to use in directing
the stockholder of record how to vote your shares or obtain a proxy allowing you
to vote your shares personally.
What
am I voting on?
There are
three matters scheduled for a vote at the Annual Meeting:
| · |
Proposal No. 1:
The
election of Alice M. Campbell as a Class II Director to hold office
for a three-year term expiring in 2008, or until her successor has been
duly elected and qualified or until her earlier death, resignation or
removal, in accordance with the Company’s bylaws, as amended;
|
| · |
Proposal No. 2:
The
election of Herbet Langsam as a Class II Director to hold office for
a three-year term expiring in 2008, or until his successor has been duly
elected and qualified or until his earlier death, resignation or removal,
in accordance with the Company’s bylaws, as
amended; |
| · |
Proposal
No. 3:
The ratification of the appointment by the Board of Directors of the
Company (the “Board”) of
Rothstein, Kass & Company, P.C. (“Rothstein
Kass”) to
serve as independent auditors for the fiscal year ending December 31,
2005; and |
| · |
To
consider and transact such other business as may properly come before the
Annual Meeting or any adjournment or postponement
thereof. |
Each of
these Proposals, as well as the recommendation of the Board with respect to each
of these Proposals, are described in greater detail elsewhere in this proxy
statement.
How
do I vote?
Your vote
is important. Please sign and return the enclosed proxy card in the enclosed
envelope to ensure that your shares are represented at the meeting. You may also
vote by telephone or over the Internet. Please refer to the proxy card and other
voting instructions included with these proxy materials for more information on
the voting methods available to you. If
you vote your proxy over the Internet or by telephone,
you do NOT need to mail back your proxy card. The
procedures for voting are fairly straightforward, as described below.
With
respect to the election of directors, you may either vote “FOR” the nominee
proposed by the Board or you may abstain from voting for the nominee specified.
For each of the other matters to be voted on, you may vote “FOR” or “AGAINST” or
“ABSTAIN” from voting.
Can
I vote by telephone or electronically?
If you
are a registered stockholder (that is, if you hold your stock in certificate
form), you may vote by telephone, or electronically through the Internet, by
following the instructions included with your proxy card. If your shares are
held in “street name,” please check your proxy card or contact your broker or
nominee to determine whether you will be able to vote by telephone or
electronically. Please
follow the voting instructions on the enclosed proxy card.
Stockholder
of Record: Shares Registered in Your Name
If you
are a stockholder of record, you may vote in person at the Annual Meeting or
vote by proxy using the enclosed proxy card. To vote in person, you need only
attend the Annual Meeting, where you will be given a ballot to vote on each of
the proposals. To vote using the proxy card, simply complete, sign and date the
enclosed proxy card and return it promptly in the postage prepaid envelope
provided. If you are a holder of record of Common Stock, you should complete,
sign and date the proxy card marked with “Common Stock” in the upper right hand
corner. If you are a holder of record of Preferred Stock, you should complete,
sign and date the proxy card marked with “Preferred Stock” in the upper right
hand corner. If you are a holder of record of both Common Stock and Preferred
Stock, you should complete, sign and date both proxy cards. So long as we
receive your signed proxy card by the Annual Meeting, your shares will be voted
as you have directed on the card.
Whether
or not you plan to attend the Annual Meeting, the Company encourages you to vote
by proxy to ensure your representation at the Annual Meeting. You may still
attend the Annual Meeting and vote in person even if you have already voted by
proxy.
Beneficial
Owner: Shares Registered in the Name of Broker or
Bank
If you
are a beneficial owner of shares registered in the name of your brokerage firm,
bank, dealer, or other similar organization, you should have received a voting
instruction card with these proxy materials from that organization. Simply
complete and mail the voting instruction card to ensure your representation at
the Annual Meeting. Alternatively, you may vote in person at the Annual Meeting.
However, to vote in person at the Annual Meeting, you must obtain a valid proxy
from your brokerage firm, bank, dealer or other similar organization. Follow the
instructions from your brokerage firm, bank, dealer, or other similar
organization included with these proxy materials, or contact your brokerage
firm, bank, dealer, or other similar organization to request a proxy form.
If your
shares are held in “street name,” you will need to obtain a proxy form from the
institution that holds your shares and follow the instructions included on that
form regarding how to instruct your broker to vote your shares. If you do not
give instructions to your broker, your broker can vote your shares only with
respect to “discretionary” items, but not with respect to “non-discretionary”
items. Discretionary items are proposals considered routine under the rules of
certain self-regulatory organizations, such as the New York Stock Exchange and
the American Stock Exchange, on which your broker may vote shares held in street
name in the absence of your voting instructions. On non-discretionary items for
which you do not give your broker instructions, the shares will be treated as
broker non-votes (which are considered shares for which the brokerage firm,
bank, dealer, or other similar organization or nominee has not received voting
instructions from the record holder and does not have discretionary authority to
vote the shares on certain proposals).
How
many votes do I have?
On each
matter to be voted upon at the Annual Meeting, you have one vote for each share
of Common Stock and one vote for each share of Preferred Stock you own as of the
Record Date. The Common Stock and Preferred Stock will vote together as a single
class with regard to each of the proposals to be considered at the Annual
Meeting.
What
if I return a proxy card but do not make specific choices?
If you
return a signed and dated proxy card without marking any voting selections, all
of your shares will be voted “FOR” the election of the nominee for director and
“FOR” each of the other proposals described in this proxy statement. If any
other matter is properly presented at the meeting, your proxy (one of the
individuals named on your proxy card as your proxy) will vote your shares using
his or her best judgment.
Who
is paying for this proxy solicitation?
The
Company will pay for the entire cost of soliciting proxies. The Company may also
reimburse brokerage firms, banks, dealers, or other similar organizations or
agents for the cost of forwarding proxy materials to beneficial owners. In
addition to these mailed proxy materials, the Company’s directors and officers
may also solicit proxies in person, by telephone or by other means of
communication; however, directors and officers will not be paid any additional
compensation for soliciting proxies.
What
does it mean if I receive more than one proxy card?
If you
receive more than one proxy card marked “Common Stock” or “Preferred Stock” in
the upper right hand corner, it means that your shares are registered in more
than one name or are registered in different accounts. Please complete, sign,
date and return each proxy card to ensure that all of your shares are voted at
the Annual Meeting.
Can
I change my vote after submitting my proxy card?
You can
change your vote by revoking your proxy at any time before the final vote at the
Annual Meeting. You may revoke your proxy in any one of three ways:
| · |
You
may submit another properly completed proxy card at a later
date; |
| · |
You
may send a written notice that you are revoking your proxy to the
Company’s Corporate Secretary at 100 Wilshire Boulevard, Suite 1500,
Santa Monica, California 90401; or |
| · |
You
may attend the Annual Meeting and vote in person in accordance with the
procedures specified above. However, simply attending the Annual Meeting
will not, by itself, revoke your proxy. |
Following
the final vote at the Annual Meeting, you may not revoke your proxy or otherwise
change your vote.
How
are votes counted?
Votes
will be counted by the inspector of election appointed for the Annual Meeting.
How
many votes are needed to approve each proposal?
| · |
Proposal No. 1:
Proposal No. 1
(the election of Alice M. Campbell as a Class II Director to hold
office for a three-year term expiring in 2008, or until her successor has
been duly elected and qualified or until her earlier death, resignation or
removal, in accordance with the Company’s bylaws, as amended) will be
approved if a plurality of the total votes properly cast in person or by
proxy at the Annual Meeting by the holders of Common Stock and Preferred
Stock, voting together as a single class, vote “FOR” the proposal.
Abstentions and broker non-votes will have no effect on the result of the
vote. |
| · |
Proposal No. 2:
Proposal No. 2
(the election of Herbert Langsam as a Class II Director to hold
office for a three-year term expiring in 2008, or until his successor has
been duly elected and qualified or until his earlier death, resignation or
removal, in accordance with the Company’s bylaws, as amended) will be
approved if a plurality of the total votes properly cast in person or by
proxy at the Annual Meeting by the holders of Common Stock and Preferred
Stock, voting together as a single class, vote “FOR” the proposal.
Abstentions and broker non-votes will have no effect on the result of the
vote. |
| · |
Proposal
No. 3:
The ratification of the appointment by the Board of Directors of the
Company of Rothstein Kass to
serve as independent auditors for the fiscal year ending December 31,
2005 will be approved if a majority of the total votes properly cast in
person or by proxy at the Annual Meeting by the holders of Common Stock
and Preferred Stock, voting together as a single class, vote “FOR” the
proposal. Abstentions and broker non-votes will have no effect on the
result of the vote. |
The
approval of each proposal described in this proxy statement is independent from
the approval of each of the other proposals described in this proxy
statement.
What
is the quorum requirement?
A quorum
of stockholders is necessary to hold a valid meeting. For purposes of
Proposal Nos. 1, 2, and 3, a quorum will be present if at least a
majority of the outstanding shares of Common Stock and Preferred Stock are
represented by stockholders present at the Annual Meeting or by proxy. As of the
Record Date, there were 5,448,094 shares of Common Stock and
10,950 shares of Preferred Stock outstanding and entitled to vote.
Your
shares will be counted towards the quorum only if you submit a valid proxy card
or if you vote at the Annual Meeting. Abstentions and broker non-votes will be
counted towards the quorum requirement. If there is no quorum, a majority of the
votes present at the Annual Meeting may adjourn or postpone the Annual Meeting
to another date upon which a quorum may be obtained.
Any
adjournment may be made with respect to one or more proposals for the Company,
but not necessarily for all proposals of the Company. In the event that a quorum
is present at the Annual Meeting but sufficient votes to approve any proposal
are not received, the persons named as proxies may propose one or more
adjournments of the Annual Meeting to permit further solicitation of proxies or
to obtain the vote required for approval of one or more proposals.
How
can I find out the results of the voting at the Annual Meeting?
Preliminary
voting results will be announced at the Annual Meeting. Final voting results
will be published promptly after certification in a press release or current
report on Form 8-K, as well as in the Company’s Form 10-Q for the
quarter ending September 30, 2005.
REASONS
FOR THE ANNUAL MEETING
The
Annual Meeting is being held in order to vote on several important proposals.
Each proposal that will be presented at the Annual Meeting is described in
greater detail below.
PROPOSAL NOS.
1 AND 2
ELECTION
OF CLASS II DIRECTORS
Background
Pursuant
to the Company’s Amended and Restated Certificate of Incorporation and its
Bylaws, the number of directors constituting the Board shall be fixed from time
to time by resolution passed by a majority of the Board. The number of directors
on the Board is currently fixed at five. Directors are elected by class for a
staggered term of three years for each class, with the term of office of one
class of directors expiring each year. Directors serve until their successors
are elected and qualified. No current disagreement exists between the Company
and any of the current members of the Board regarding the operations, policies
or practices of the Company.
Class II
Director, Alice M. Campbell, has been nominated for re-election to the Board for
a three-year term expiring in 2008. Ms. Campbell was recently appointed to fill
an open directorship vacated by the former directors of the Board on
October 22, 2004. No person being nominated as a Class II Director is
being proposed for election pursuant to any agreement or understanding between
any such person and the Company.
Class II
Director, Herbert Langsam, has been nominated for re-election to the Board for a
three-year term expiring in 2008. Mr. Langsam was recently appointed to fill an
open directorship vacated by the former directors of the Board on
October 22, 2004. No person being nominated as a Class II Director is
being proposed for election pursuant to any agreement or understanding between
any such person and the Company.
Information
Regarding the Company’s Directors and Nominees
The names
and certain information concerning the current directors and the persons
nominated by the Board to be elected as Class II Directors of the Company
at the Annual Meeting are set forth below. All shares represented by the proxies
will be voted “FOR” the election to the Board of the nominees named below unless
authority to vote for the nominees has been withheld in the proxy. Although the
nominees have consented to serve as directors if elected, and the Board has no
reason to believe that the nominees will be unable to serve as directors, if the
nominees withdraw or otherwise become unavailable to serve, shares represented
by the proxies will be voted “FOR” any substitute nominees designated by the
Board.
The
following table sets forth certain information regarding the Company’s current
directors whose terms of office will continue after the Annual Meeting and the
nominees for election to the Board at the Annual Meeting.
Current
Directors
|
Name
and Year First Elected Director |
Age |
Background
Information |
|
Milton
“Todd” Ault III — Class III
Director
(2004) |
35 |
Milton
“Todd” Ault III is
the Chairman and Chief Executive Officer of the Company and has served as
a director of the Company since June 23, 2004. Mr. Ault was appointed
chief executive officer of Digicorp (OTCBB: DGCO) on April 26, 2005. Mr.
Ault was appointed as a director and interim chief executive officer of
IPEX, Inc. (OTCBB: IPEX) on May 26, 2005. In addition, Mr. Ault is the
co-founder, chief investment officer and managing member of Ault Glazer
& Company Investment Management LLC (“Ault
Glazer”).
Prior to co-founding Ault Glazer in 1998, Mr. Ault served as a portfolio
manager and regional institutional financial advisor for Prudential
Securities. Mr. Ault has also previously served as an institutional
account executive for Dean Witter Reynolds. Until December 31, 2004,
Mr. Ault was a registered representative of Strome Securities, L.P.
(“Strome”). |
|
Name
and Year First Elected Director |
Age |
Background
Information |
|
Louis
Glazer, M.D., Ph.G. — Class III Director (2004) |
73 |
Louis
Glazer, M.D., Ph.G. is
the Chief Health and Science Officer of Patient Safety Consulting Group,
LLC (f/k/a Franklin Medical Products, LLC) (a wholly-owned subsidiary of
the Company) and has served as a Class III Director of the Company
since October 22, 2004. Dr. Glazer also currently serves as a
member of Ault Glazer’s advisory board and as an independent biotechnology
and medical consultant. Until 2002, Dr. Glazer served as the chief
anesthesiologist and medical director for the Vitreo-Retinal Clinic in
Memphis, Tennessee. Prior to that, Dr. Glazer taught obstetrics
anesthesia at the University of Tennessee, while practicing anesthesiology
at Baptist East Hospital, Methodist Hospital, St. Francis Hospital and
Baptist Memorial Hospital in Memphis, Tennessee. Dr. Glazer was also
responsible for establishing anesthesia programs at Baptist Memorial
Hospital and Methodist Hospital South in Memphis, Tennessee.
Dr. Glazer received his B.S. in pharmacy from the University of
Oklahoma and his M.D. from the University of Bologna School of Medicine in
Italy. |
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|
Brigadier
General (Ret.) Lytle Brown III —
Class I
Director (2005) |
72 |
Brigadier
General (Ret.) Lytle Brown III
has served as a Class I Director of the Company since
October 22, 2004. Mr. Brown also currently serves as a senior
tax professional with H&R Block Inc., in Nashville, Tennessee.
Mr. Brown also owns and manages Marmatic Enterprises, a private
company in Nashville, Tennessee that manages and invests in residential
real estate principally in Tennessee and Florida. Mr. Brown is a
former partner and executive vice president of Hart Freeland Roberts,
Inc., one of the largest architectural engineering firms in Tennessee.
Mr. Brown previously served as the head of the United States Army
Corps of Engineers from 1984 to 1988, during which time he acted as
commander of all engineering in Tennessee, as well as engineering units in
Louisiana and Mississippi. Mr. Brown received his B.S. in engineering
from Vanderbilt University and his J.D. from the Nashville School of
Law. |
Nominees
for Director
|
Name
and Year First Elected Director |
Age |
Background
Information |
|
Alice
Campbell — Class II Director (2004) |
55 |
Alice
M. Campbell has
served as a Class II Director of the Company since October 22,
2004 and is a current nominee for reelection as a Class II Director.
Ms. Campbell also currently serves as an investigator and consultant,
specializing in research and litigation services, financial investigations
and computer forensics, for major companies and law firms throughout the
United States. Ms. Campbell is a certified fraud specialist, as well
as a certified instructor for the Regional Training Center of the United
States Internal Revenue Service (the “IRS”)
and for the National Business Institute. Previously, Ms. Campbell
served as a special agent for the United States Treasury Department where
she conducted criminal investigations and worked closely with the United
States Attorney’s Office and with several federal agencies, including the
IRS, Federal Bureau of Investigation, Secret Service, Customs Service,
State Department, Drug Enforcement Agency, Bureau of Alcohol, Tobacco and
Firearms and U.S. Postal Service. Ms. Campbell received her B.A.
from the University of North Carolina, Chapel Hill and has attended
various specialized schools dealing with financial
matters. |
|
Name
and Year First Elected Director |
Age |
Background
Information |
|
Herbert
Langsam — Class II Director (2004) |
73 |
Herbert
Langsam has
served as a Class II Director of the Company since October 22,
2004 and is a current nominee for reelection as a Class II Director.
Mr. Langsam also currently serves as president of Medicare
Recoveries, Inc., a private company located in Oklahoma City, Oklahoma
focused on providing Medicare claims and recovery services.
Mr. Langsam serves as a member of the board of trustees for the
Geriatric Research Drug Therapy Institute and as an adjunct professor at
the University of Oklahoma Pharmacy School. Previously, Mr. Langsam
was the founder, president and chief executive officer of Langsam Health
Services, a conglomerate of health care companies that serviced 17,000
long-term care residents, that was acquired by Omnicare, Inc. in 1991.
Mr. Langsam also served as the vice president of pharmacy services
for Omnicare, Inc. following its acquisition of Langsam Health Services.
Mr. Langsam received his B.S. in pharmacy from the University of
Oklahoma. |
Certain
family relationships exist among the directors and/or executive officers of the
Company. Specifically, Lynne Silverstein, the President and Secretary of the
Company, is the stepdaughter of Louis Glazer. Louis Glazer is the Chief Health
and Science Officer of Patient Safety Consulting Group, LLC (f/k/a Franklin
Medical Products, LLC) (a wholly-owned subsidiary of the Company) and a
Class III Director of the Company.
Vote
Required; Board Recommendation
Proposal No. 1
(the election of Alice M. Campbell as a Class II Director to hold office
for a three-year term expiring in 2008, or until her successor has been duly
elected and qualified or until her earlier death, resignation or removal, in
accordance with the Company’s bylaws, as amended) will be approved if a
plurality of the total votes properly cast in person or by proxy at the Annual
Meeting by the holders of Common Stock and Preferred Stock, voting together as a
single class, vote “FOR” the proposal. Abstentions and broker non-votes will
have no effect on the result of the vote. The
Board unanimously recommends that you vote all of your shares “FOR” the election
to the
Board of the nominee described in this Proposal No. 1.
Proposal No. 2
(the election of Herbert Langsam as a Class II Director to hold office for
a three-year term expiring in 2008, or until his successor has been duly elected
and qualified or until his earlier death, resignation or removal, in accordance
with the Company’s bylaws, as amended) will be approved if a plurality of the
total votes properly cast in person or by proxy at the Annual Meeting by the
holders of Common Stock and Preferred Stock, voting together as a single class,
vote “FOR” the proposal. Abstentions and broker non-votes will have no effect on
the result of the vote. The
Board unanimously recommends that you vote all of your shares “FOR” the election
to the
Board of the nominee described in this Proposal No. 2.
PROPOSAL NO.
3
RATIFICATION
OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
Background
As
previously reported in the current report on Form 8-K filed by the Company
with the SEC on July 9, 2004, Ernst & Young LLP (“E&Y”)
informed
the Company on July 6, 2004 that, due to economic reasons, E&Y would
not stand for re-election as the Company’s independent accountants for the year
ending December 31, 2004 and that the client-auditor relationship between
the Company and E&Y would cease upon the filing of the Company’s quarterly
report on Form 10-Q for the quarterly period ended June 30, 2004.
E&Y’s report on the financial statements for either of the past two years
did not contain an adverse opinion or a disclaimer of opinion, and was not
qualified or modified as to uncertainty, audit scope, or accounting principles.
As a
result of E&Y’s resignation, on October 28, 2004, the Company, upon the
approval and recommendation of the Audit Committee (which consisted solely of
directors who are not “interested persons” of the Company), engaged Rothstein
Kass to serve as the Company’s independent accountants for the fiscal year ended
December 31, 2004. Prior to this engagement, Rothstein Kass had not
performed any services on behalf of the Company or been consulted in respect of
the Company during the Company’s two most recent fiscal years or any subsequent
interim period. Rothstein Kass has advised the Company that neither the firm nor
any present member or associate of it has any material financial interest,
direct or indirect, in the Company or its subsidiaries. The engagement of
Rothstein Kass to serve as the Company’s independent accountants for the fiscal
year ended December 31, 2004 was ratified by the Company’s stockholders on March
30, 2005.
On May
27, 2005, upon the approval and recommendation of the Audit Committee,
consisting solely of directors who are not interested persons, the Company
engaged Rothstein Kass to serve as the Company’s independent accountants for the
fiscal year ending December 31, 2005.
The
Company expects that a representative of Rothstein Kass will be present at the
Annual Meeting and will have an opportunity to make a statement if he or she so
chooses and will be available to respond to appropriate questions.
Unless
marked to the contrary, the shares represented by the enclosed proxy card will
be voted “FOR” ratification of the appointment of Rothstein Kass as the
independent public accountants of the Company.
Vote
Required; Board Recommendation
Proposal No. 3
(the ratification of the appointment by the Board of Rothstein Kass to serve as
independent auditors for the fiscal year ending December 31, 2005) will be
approved if a majority of the total votes properly cast in person or by proxy at
the Annual Meeting by the holders of Common Stock and Preferred Stock, voting
together as a single class, vote “FOR” the proposal. Abstentions and broker
non-votes will have no effect on the result of the vote. The
Board unanimously recommends that you vote all of your shares “FOR” the
ratification of Rothstein Kass as independent public accountants as described in
this Proposal No. 3.
Fees
Paid to Independent Public Accountants for 2004 (1)
and 2003
The
following are aggregate fees billed to the Company by its independent auditors
for work performed in 2004 and 2003:
|
|
Fiscal
Year Ended
December
31, 2004 (1) |
|
|
Fiscal
Year Ended
December
31, 2003 (2) |
|
|
Audit
Fees |
|
$ |
85,000 |
|
|
$ |
89,500 |
|
|
Audit-Related
Fees |
|
$ |
55,600 |
|
|
$ |
— |
|
|
Tax
Fees |
|
$ |
— |
|
|
$ |
— |
|
|
All
Other Fees |
|
|
— |
|
|
$ |
7,500 |
|
|
|
|
|
|
|
|
|
|
|
|
Total
Fees |
|
$ |
140,600 |
|
|
$ |
97,000 |
|
| (1) |
Information
regarding the fees paid by the Company for the year ended 2004 are based
on services provided by E&Y from
1/1/04 to 8/13/04 and services provided by Rothstein Kass from 10/28/04 to
12/31/04. The amounts paid or attributable to E&Y for Audit Fees and
Audit-Related Fees during 2004 were approximately $55,000 and $55,600,
respectively. The amounts paid or attributable to Rothstein Kass for Audit
Fees and Audit-Related Fees during 2004 were approximately $30,000 and $0,
respectively. |
| (2) |
Information
regarding the fees paid by the Company for the Fiscal Year Ended 2003 are
for services provided only by E&Y. |
Audit
Fees. Audit
fees consist of fees billed for professional services rendered for the audit of
our year-end consolidated financial statements and reviews of the interim
consolidated financial statements included in quarterly reports and services
that are normally provided by independent accountants in connection with
statutory and regulatory filings.
Audit-Related
Fees. Audit-related
fees consist of fees billed for assurance and related services that are
reasonably related to the performance of the audit or review of our consolidated
financial statements and are not reported under “Audit
Fees.” These
services include attest services that are not required by statute or regulation
and consultations concerning financial accounting and reporting standards.
Tax
Fees. Tax fees
consist of fees billed for professional services for tax compliance. These
services include assistance regarding federal, state and local tax compliance.
All
Other Fees. All other
fees would include fees for products and services other than the services
reported above.
Audit
Committee Report
As of
September 23, 2004, the members of the Company’s Audit Committee consisted
of Irving Levine (Chairman) and Laurence Foster. Effective October 22,
2004, Messrs. Levine and Foster were replaced on the Audit Committee by
Alice Campbell, Herbert Langsam, and Lytle Brown III.
The
following is the Audit Committee Report (the “Report”) approved for inclusion in
the Company’s definitive proxy statement filed with the SEC on June 14, 2005:
The
Report
The Audit
Committee reviewed and discussed with management Patient Safety Technologies’
audited financial statements as of and for the year ended December 31,
2004. The Audit Committee also discussed with the independent accountants the
matters required to be discussed by Statement on Auditing Standards No. 61,
Communication with Audit Committees, as amended, by the Auditing Standards Board
of the American Institute of Certified Public Accountants.
The Audit
Committee’s responsibilities are set forth in the Amended & Restated Charter
of the Audit Committee adopted by the Board, which was filed as an
Appendix to Patient Safety Technologies’ proxy statement for its 2004
Annual Meeting of Stockholders, held March 30, 2005. Each of the members of the
Audit Committee qualifies as an “independent” director under the applicable
listing standards of AMEX.
The Audit
Committee received and reviewed the written disclosures and the letter from the
independent accountants required by Independence Standard No. 1,
Independence Discussions with Audit Committees, as amended, by the Independence
Standards Board, and have discussed with the accountants the accountants’
independence. The Audit Committee considered whether the provisions of
non-financial audit services were compatible with the independence of Rothstein,
Kass & Company, P.C. (“Rothstein Kass”) in performing financial
audit services.
Based on
the reviews and discussions referred to above, the Audit Committee recommended
to the Board that the financial statements referred to above be included in
Patient Safety Technologies’ annual report on Form 10-K for the year ended
December 31, 2004 for filing with the SEC.
|
Submitted
by the Audit Committee: |
|
Alice
Campbell |
|
Herbert
Langsam |
|
Lytle
Brown |
ADDITIONAL
INFORMATION
Security
Ownership of Certain Beneficial Owners and Management
The
following table sets forth certain information regarding the beneficial
ownership of the Common Stock and Preferred Stock as of April 30, 2005 by:
(i) each current director and nominee for director; (ii) all executive
officers and current directors of the Company as a group; and (iii) all
stockholders known by the Company to be beneficial owners of more than five
percent of the outstanding shares of Common Stock or Preferred Stock. The
information in this table is based solely on a review by the Company of its
capital stock transfer records and on publicly available filings made with the
SEC by or on behalf of the stockholders listed below.
| |
Beneficial
Ownership |
|
Name
and Address of Beneficial Owner |
Number
of Shares
of Common Stock |
Percent
of
Class |
Number
of Shares
of Preferred Stock |
Percent
of
Class |
|
Ault
Glazer & Company Investment Management LLC
100
Wilshire Boulevard
Santa
Monica, California 90401 |
1,430,700
(1) |
26.3% |
10,750
(2) |
98.2% |
| |
|
|
|
|
|
Melanie
Glazer
100
Wilshire Boulevard
Santa
Monica, California 90401 |
1,491,365
(3) (10) |
27.4% |
10,750
(2) |
98.2% |
| |
|
|
|
|
|
Steven
Bodnar & Bodnar Capital Management LLC
680
Old Academy Road
Fairfield,
CT 06824 |
843,750
(4) |
15.5% |
--- |
--- |
| |
|
|
|
|
|
Brian
Stewart
222
Seventh Street, No. 105
Santa
Monica, California 90402 |
285,000
(5) |
5.2% |
--- |
--- |
| |
|
|
|
|
|
Dr.
William Stewart
222
Seventh Street, No. 105
Santa
Monica, California 90402 |
285,000
(5) |
5.2% |
--- |
--- |
| |
|
|
|
|
|
Milton
“Todd” Ault III
100
Wilshire Boulevard
Santa
Monica, California 90402 |
1,497,800
(6) (11) |
27.5% |
10,750
(2) |
98.2% |
| |
|
|
|
|
|
Louis
Glazer, M.D., Ph.G
100
Wilshire Boulevard
Santa
Monica, California 90402 |
1,490,700
(7) (11) |
27.4% |
10,750
(2) |
98.2% |
| |
|
|
|
|
|
Brigadier
General (Ret.) Lytle Brown III
1601
Ardenwood Court
Nashville,
Tennessee 37215 |
21,750
(12) |
* |
--- |
--- |
| |
|
|
|
|
|
Herbert
Langsam
5300
Wisteria Drive
Oklahoma
City, Oklahoma 73142 |
33,750
(12) |
* |
--- |
--- |
| |
|
|
|
|
|
Alice
Campbell
1211
Ridgeway Road, # 130
Memphis,
Tennessee 38119 |
30,300
(9) (12) |
* |
--- |
--- |
| |
|
|
|
|
|
Lynne
Silverstein
100
Wilshire Boulevard
Santa
Monica, California 90401 |
1,460,700
(8) (10) |
26.8% |
10,750 |
98.2% |
| |
|
|
|
|
|
All
current officers and directors as a group (6 persons) |
1,730,965 |
31.8% |
10,750 |
98.2% |
*
Represents less than 1%
| (1) |
Includes
1,430,700 shares beneficially owned by Ault Glazer. Pursuant to Amendment
No. 10 to the Schedule 13D jointly filed by Ault, Ault Glazer
and the Glazers on January 21, 2005 (the “Ault
Glazer 13D”)
pursuant to which Ault Glazer, Ault, Silverstein, and the Glazers have all
reported beneficial ownership of these 1,430,700 shares of Common Stock.
The 1,430,700 of
the shares reported above include 241,875 shares of Common Stock
issuable upon conversion of the 10,750 shares of Preferred Stock.
According to the Ault Glazer 13D: (i) Ault Glazer’s beneficial
ownership of these shares of Common Stock is direct as a result of Ault
Glazer’s discretionary authority to buy, sell and vote such shares of
Common Stock for its investment fund clients; (ii) Ault’s beneficial
ownership of these shares of Common Stock is indirect as a result of
Ault’s control of Ault Glazer; (iii) Silverstein’s beneficial
ownership of these shares of Common Stock is indirect as a result of
Silverstein’s control of Ault Glazer; and (iv) the Glazers have
reported beneficial ownership of these shares of Common Stock because, as
a result of certain relationships they may be deemed to be members,
together with Ault Glazer, Ault and Silverstein, of a group that
beneficially owns such shares of Common Stock. Also includes
340,404 shares beneficially owned by Zealous Partners, L.L.C., and
713,550 shares beneficially owned by Zodiac Investments,
L.P. |
| (2) |
Consists
of: (i) 1,500 shares beneficially owned by Zodiac Investment
Partners, L.P.; (ii) 2,600 shares beneficially owned by Zealous
Partners, L.L.C.; and (iii) an aggregate of 6,650 shares
beneficially owned by six separate trust accounts for which Melanie Glazer
acts as trustee. Pursuant to the Ault Glazer 13D, Ault Glazer, Ault,
Silverstein, and the Glazers have reported beneficial ownership of these
shares of Preferred Stock because, as a result of certain relationships
they may be deemed to be members, of a group that beneficially owns such
shares of Preferred Stock. |
| (3) |
Consists
of: (i) 32,444 shares of Common Stock owned directly by Melanie Glazer;
(ii) 1,430,700 shares described in footnote 1 above; and (iii) warrants
exercisable to purchase 10,221 shares of common
stock. |
| (4) |
Pursuant
to the Schedule 13D filed by Steven Bodnar on December 17, 2004,
Bodnar Capital Management LLC (“BCM”)
owns
562,500 shares of Common Stock and warrants exercisable to
purchase 281,250 shares of Common Stock. Mr. Bodnar has the
power to vote and direct the disposition of all shares of Common Stock
owned by BCM. |
| (5) |
The
shares listed above are being reported by the Company in connection with
its acquisition of SurgiCount. On February 25, 2005, the Company
closed this acquisition and issued 600,000 shares of Common Stock, of
which 30,000 shares of Common Stock will be held in escrow until August
2005. In addition, if certain milestones are satisfied, the Company will
issue up to an additional 100,002 shares of Common
Stock. |
| (6) |
Consists
of: (i) 29,900 shares of Common Stock owned directly by Mr. Ault; (ii)
1,430,700 shares described in footnote 1 above; and (iii) 1,200 shares
owned indirectly through Mr. Ault’s spouse and
children. |
| (7) |
Consists
of: (i) 24,000 shares of Common Stock owned directly by Dr. Glazer; and
(ii) 1,430,700 shares described in footnote 1
above. |
| (8) |
Consists
of: (i) 12,000 shares of Common Stock owned directly by Ms. Silverstein;
and (ii) 1,430,700 shares described in footnote 1
above. |
| (9) |
Includes
3,300 shares that Ms. Campbell beneficially owns by virtue of
her minority ownership interest in Zealous Partners, L.L.C., a private
investment fund managed by Ault Glazer. |
| (10) |
Includes
18,000 options with an exercise price of $5.27 per share that expire on
March 30, 2015. |
| (11) |
Includes
36,000 options with an exercise price of $5.27 per share that expire on
March 30, 2015. |
| (12) |
Includes
9,750 options with an exercise price of $5.27 per share that expire on
March 30, 2015. |
Information
Regarding the Board and its Committees
Listing
standards for the AMEX require that a majority of the members of the Board
qualify as “independent” as defined by AMEX rules and as affirmatively
determined by the Board. From time to time, the Board consults with the
Company’s outside legal counsel to ensure that the Board’s determinations of its
independence are consistent with all relevant securities and other laws and
regulations regarding the definition of “independence,” including those set
forth in pertinent listing standards of AMEX, as in effect time to time.
Consistent
with these considerations, after review of all relevant transactions or
relationships between each director, or any of his or her family members, and
the Company, its senior management and its independent auditors, the Board
affirmatively has determined that all of the current members of the Board, other
than Mr. Ault and Dr. Louis Glazer, are independent directors of the Company
within the meaning of the AMEX listing standards.
With the
exception of Stephen L. Brown, Louis Glazer, Lytle Brown III, Herbert
Langsam, and Alice Campbell, each member of the Board received director’s fees
of $500 per meeting for 2004. Milton “Todd” Ault III received one payment
of $500 for his attendance at a meeting of directors held in 2004. For the year
ended December 31, 2004, the Company reimbursed directors for travel
expenses incurred in connection with the performance of their duties.
The Board
met eleven times during the fiscal year ended December 31, 2004. Each Board
member attended 75% or more of the aggregate number of meetings of the Board and
of the committees on which he or she served that were held during the period for
which he or she was a director or committee member, respectively. Furthermore,
it is the Company’s policy to invite, but not require, each of its directors and
director nominees to attend the Company’s annual meeting of stockholders.
The Board
has three committees: an Audit Committee, an Executive Committee and a
Compensation Committee. The Audit Committee and Compensation Committee operate
pursuant to a committee charter. The charter of each committee is available
without charge, upon a written request mailed to: c/o Corporate Secretary,
Patient Safety Technologies, Inc., 100 Wilshire Boulevard, Suite 1500,
Santa Monica, California 90401.
The
following table provides membership and meeting information for 2004 for each of
the Board’s committees:
|
Name |
Audit |
Executive |
Compensation |
|
Stephen
L. Brown(1) |
|
X |
|
|
Irving
Levine(1) |
X* |
X |
X* |
|
David
T. Lender(1) |
|
|
X |
|
Laurence
Foster(1) |
X |
|
|
|
Milton
“Todd” Ault III(2) |
|
|
|
|
Louis
Glazer, M.D., Ph.G.(3) |
|
|
|
|
Brigadier
General (Ret.) Lytle Brown III(3) |
X |
|
X |
|
Herbert
Langsam(3) |
X |
|
X* |
|
Alice
Campbell(3) |
X* |
|
X |
|
Total
meetings in fiscal year 2004 |
3 |
0 |
0 |
*
Committee Chairperson.
X Denotes
committee member.
| (1) |
Stephen
Brown, Irving Levine, David Lender and Laurence Foster were replaced on
the Board and the respective committees listed above at the Special
Meeting. |
| (2) |
Milton
“Todd” Ault III was appointed to serve on the Board as of June 23,
2004. Ault does not currently serve on any committees of the
Board. |
| (3) |
Louis
Glazer, Gen. Lytle Brown, Herbert Langsam and Alice Campbell were elected
to the Board at the Special Meeting and were also appointed as members of
the respective committees listed above. |
Below is
a description of each committee of the Board. The Board has determined that each
member of each committee meets the applicable rules and regulations regarding
“independence” and that each member is free of any relationship that would
interfere with his or her individual exercise of independent judgment with
regard to the Company. Each of the committees described below has authority to
engage legal counsel or other experts or consultants, as it deems appropriate to
carry out its responsibilities.
Audit
Committee
The Audit
Committee operates pursuant to an Amended and Restated Charter of the Audit
Committee, which sets forth the responsibilities of the Audit Committee. The
primary function of the Audit Committee is to oversee and monitor the Company’s
accounting and reporting processes and the audits of the Company’s financial
statements. The Audit Committee met three times during 2004.
The Audit
Committee is presently composed of three persons, including Messrs. Herbert
Langsam and Lytle Brown III and Ms. Alice Campbell, each of whom are
considered independent under the rules promulgated by the AMEX and under
Rule 10A-3 under the Exchange Act, and each of whom is financially literate
as required by the rules of AMEX. Ms. Campbell serves as the Chairman of
the Audit Committee. The Board has determined that Ms. Campbell is an
“audit committee financial expert” as defined under Item 401 of
Regulation S-K of the Exchange Act, and “financially sophisticated” as
defined by the rules of AMEX. Ms. Campbell meets the current independence
and experience requirements of Rule 10A-3 of the Exchange Act.
Messrs. Levine
and Foster were replaced as members of the Audit Committee on October 22,
2004.
Executive
Committee
The
Executive Committee has and may exercise those rights, powers, and authority
that the Board from time to time grants to it, except where action by the Board
is required by statute, an order of the SEC, or the Company’s charter or bylaws.
Messrs. Brown and Levine were members of the Executive Committee until
October 22, 2004. The Company has not yet appointed replacement members to
Executive Committee. The Executive Committee met zero times during 2004.
Compensation
Committee
The
Compensation Committee operates pursuant to an Amended and Restated Charter of
the Compensation Committee. The Compensation Committee determines and recommends
to the Board the compensation to be paid the Company’s executive officers and
also reviews the amount of salary and bonus for each of the Company’s other
officers and employees. In addition, the Compensation Committee determines and
recommends to the Board the amount of stock option grants to be issued to the
Company’s officers and directors under the Company’s existing Stock Incentive
Plan and/or Non-Statutory Stock Option Plan, respectively and will determine
individual performance awards for such participants.
The
Compensation Committee members currently are Messrs. Herbert Langsam and
Lytle Brown III and Ms. Alice Campbell, each of whom is “independent”
for purposes of the AMEX rules. Each member of the Compensation Committee is a
“non-employee director” for purposes of Rule 16b-3 under Section 16 of
the Exchange Act. Mr. Langsam serves as the Chairman of the Compensation
Committee. None of these individuals is a present or former officer or employee
of the Company. Messrs. Levine and Lender were replaced as members of the
Compensation Committee on October 22, 2004.
Compensation
Committee Interlocks and Insider Participation
During
the last fiscal year, no executive officer of the Company served either as:
(1) a member of the compensation committee (or other board committee
performing equivalent functions or, in the absence of any such committee, the
entire board of directors) of another entity, one of whose executive officers
served on the compensation committee (or other board committee performing
equivalent functions or, in the absence of any such committee, the entire board
of directors) of the Company; (2) a director of another entity, one of
whose executive officers served on the compensation committee (or other board
committee performing equivalent functions or, in the absence of any such
committee, the entire board of directors) of the Company; or (3) a member
of the compensation committee (or other board committee performing equivalent
functions or, in the absence of any such committee, the entire board of
directors) of another entity, one of whose executive officers served as a
director of the Company.
Nomination
of Directors
The
Company currently does not have a separate nominating committee of the Board.
Instead, all of the independent directors participate in the consideration of
potential nominations for election to the Board. The Board believes that this
approach is appropriate because, given the relatively small size of the Board,
the independent directors are capable of evaluating potential nominees and
reaching an agreement with respect to whom will be nominated.
To
fulfill its responsibility to recruit and recommend to the stockholders nominees
for election as directors, the Board reviews, on an annual basis, the
appropriate skills and characteristics required of directors in the context of
the current make-up of the Board. This assessment of nominees is based upon
various criteria, including their integrity, independence, accomplishments,
prior or current association with institutions noted for their excellence,
ability to exercise sound business judgment, demonstrated leadership ability,
breadth and knowledge about issues affecting the Company, and background and
experience in areas important to the operation of the Company.
In the
case of incumbent directors whose terms of office are set to expire, the Board
reviews such directors’ overall service to the Company during their terms,
including the number of meetings attended, level of participation and quality of
performance. Consideration of new director nominee candidates typically involves
a series of internal discussions, review of information concerning candidates
and interviews with selected candidates. In identifying potential new director
candidates, the Board seeks recommendations from members of the Board, members
of management, and stockholders. The Board may also, if necessary or
appropriate, retain a professional search firm in order to assist it in these
efforts.
The Board
considers recommendations for Board candidates submitted by stockholders using
the same criteria (described above) that it applies to recommendations from
directors and members of management. In order to be considered, a recommendation
from a stockholder must be received by the Board no later than the 120th
calendar day before the date of the Company’s proxy statement released to
stockholders in connection with the previous year’s annual meeting of
stockholders and must include the stockholder’s name and contact information,
the candidate’s name and contact information, a description of any relationship
between the stockholder and the candidate, a description of the candidate’s
qualifications, and a signed statement from the candidate that he or she is
willing and able to serve on the Board. Stockholders must submit recommendations
in writing to the Board at c/o Corporate Secretary, Patient Safety
Technologies, Inc., 100 Wilshire Boulevard, Suite 1500, Santa Monica,
California 90401.
After
consideration, and consistent with the Board’s policies described above, all of
the members of the Board recommended and unanimously approved the nomination of
Alice M. Campbell and Herbert Langsam for reelection as a Class II Director
at the Annual Meeting.
Information
Regarding the Company’s Directors, Nominees for Director and Officers
Certain
information, as of April 30, 2005, with respect to each of the directors as well
as the nominees for election as Class II Director at the Annual Meeting, is
set forth below, including their names, ages, a brief description of their
recent business experience, including present occupations and employment,
certain directorships that each director or nominee holds, and the year in which
each nominee or person became a director or officer of the Company.
|
Name
|
Age |
Position(s)
Held
with Company |
Term
of Office
and Length of
Time Served |
Principal
Occupation(s)
During Past
5 Years |
Other
Directorships
Held by
Director or
Nominee for
Director |
|
Milton
“Todd” Ault III (1) (8) |
35 |
Chairman,
Class III Director and Chief Executive Officer |
Term
of one year; served as Chairman and CEO since October 22, 2004 and as
director since June 23, 2004 |
Member
and investment adviser of Ault Glazer (2) |
None |
|
Louis
Glazer, M.D., Ph.G (3) (8) |
73 |
Class
III Director |
Served
as director since October 22, 2004 and Chief Health and Science Officer of
Patient Safety Consulting Group, LLC since January 1, 2005 |
Member
of Ault Glazer (2); independent medical and biotechnology
consultant |
None |
|
Brigadier
General (Ret.) Lytle Brown III (3) (6) |
72 |
Class
I Director |
Served
since October 22, 2004 |
Owner
and manager of Marmatic Enterprises (4); senior tax professional for
H&R Block Inc. |
None |
|
Herbert
Langsam (3) (7) |
73 |
Class
II Director |
Served
since October 22, 2004 |
President
of Medicare Recoveries, Inc. (5) |
None |
|
Alice
Campbell (3) (7) |
55 |
Class
II Director |
Served
since October 22, 2004 |
Independent
private investigator/ consultant |
None |
|
Lynne
Silverstein (1) |
33 |
President
and Secretary |
Served
since October 22, 2004 |
CEO,
Director of Operations and Member of Ault Glazer (2) |
None |
| (1) |
On
October 22, 2004, Stephen L. Brown, resigned from his positions as
the Company’s Chairman and Chief Executive Officer. Similarly, Hiram M.
Lazar also resigned from his positions as the Company’s Chief Financial
Officer and Secretary. To fill the vacancies created by these
resignations, the newly elected Board (consisting of Louis Glazer, Alice
Campbell, Herbert Langsam, and Lytle Brown III) appointed Milton
“Todd” Ault III to serve as the Company’s Chairman and Chief Executive
Officer and Lynne Silverstein to serve as the Company’s President and
Secretary. |
| (2) |
Ault
Glazer is a private investment management firm headquartered in Santa
Monica, California that manages individual client accounts and private
investment funds. |
| (3) |
On
October 22, 2004, Irving Levine, David T. Lender and Laurence Foster
were replaced as directors of the Company by Lytle Brown, Herbert Langsam,
Alice Campbell, and Louis Glazer. |
| (4) |
Marmatic
Enterprises is a private company located in Nashville, Tennessee that
holds, buys, sells, rents and repairs residential real
estate. |
| (5) |
Medicare
Recoveries, Inc. is a private company located in Oklahoma City, Oklahoma
which provides Medicare claims and recovery
services. |
| (6) |
Class I
Director — Term Expiring 2007. |
| (7) |
Class II
Director — nominee up for re-election — Term Expiring
2008. |
| (8) |
Class III
Director — Term Expiring 2006. |
Dollar
Range of Equity Securities
The
following table sets forth the dollar range of Common Stock beneficially owned
by each of the Company’s current directors and nominees for director as of
December 31, 2004:
|
Name
of Director or Nominee |
Dollar
Range of
Equity
Securities (1) (2) |
|
Milton
“Todd” Ault III (3) |
$10,001
- $50,000 |
|
Louis
Glazer, M.D., Ph.G. (3) |
over
$100,000 |
|
Brigadier
General (Ret.) Lytle Brown III (3) |
$10,001
- $50,000 |
|
Herb
Langsam (3) |
$10,001
- $50,000 |
|
Alice
Campbell (3) |
$10,001
- $50,000 |
| (1) |
Pursuant
to Instruction 2 of Item 22(b)(5) of Schedule 14A,
beneficial ownership has been determined in accordance with
Rule 16a-1(a)(2) of the Exchange Act. |
| (2) |
The
Company has not provided information with respect to the aggregate dollar
range of equity securities in all funds overseen by each director or
nominee for director named above because the Company is not part of any
family of investment companies. |
| (3) |
Ault
became a director on June 23, 2004. Louis Glazer, Gen. Lytle Brown,
Herbert Langsam, and Alice Campbell became directors on October 22,
2004. |
Compensation
Table
The
following table sets forth information concerning the annual and long-term
compensation of the Company’s Chief Executive Officer and the named executive
officers, for services as executive officers for the fiscal years ended December
31, 2004, 2003 and 2002.
SUMMARY
COMPENSATION TABLE
| |
|
|
Long-Term
Compensation |
| |
|
Annual
Compensation |
Awards |
Payouts |
|
Name
and
Principal
Position |
Year
|
Salary
($) |
Bonus
($) |
Other
Annual
Compen-
sation
($) |
Restricted
Stock
Award(s)
($) |
Securities
Underlying
Options/
SARs
(#) |
LTIP
Payouts
($) |
All
Other
Compen-
sation
($) |
|
Stephen
L. Brown (1) |
2004 |
$350,000 |
$7,500 |
$4,869 |
--- |
--- |
--- |
$250,000 |
|
Chief
Executive Officer |
2003 |
$427,000 |
--- |
--- |
--- |
--- |
--- |
--- |
| |
2002 |
$450,000 |
--- |
--- |
--- |
--- |
--- |
--- |
| |
|
|
|
|
|
|
|
|
|
Hiram
M. Lazar (2) |
2004 |
$25,000 |
$13,750 |
--- |
--- |
--- |
--- |
--- |
|
Chief
Financial Officer |
2003 |
$163,750 |
--- |
--- |
--- |
--- |
--- |
--- |
| |
2002 |
$133,750 |
--- |
--- |
--- |
--- |
--- |
--- |
| |
|
|
|
|
|
|
|
|
|
Milton
“Todd” Ault III (3) |
2004 |
--- |
--- |
--- |
--- |
--- |
--- |
$500 |
|
Chief
Executive Officer |
2003 |
--- |
--- |
--- |
--- |
--- |
--- |
--- |
| |
2002 |
--- |
--- |
--- |
--- |
--- |
--- |
--- |
| (1) |
Mr. Brown
resigned from his position as Chief Executive Officer on October 22,
2004. |
| (2) |
Mr. Lazar
resigned from his position as Chief Financial Officer on October 22,
2004. |
| (3) |
Mr. Ault
was hired as Chairman and Chief Executive Officer of the Company on
October 22, 2004. |
Securities
Authorized for Issuance Under Equity Compensation Plans
On
December 31, 2004,
there
were 1,875 (5,625 post 3:1 forward stock split) options to purchase Common Stock
outstanding and 18,750 (56,250 post 3:1 forward stock split) options available
for future issuance. The following table summarizes information about the
options, warrants and rights and other equity compensation under the Company’s
equity compensation plans as of December 31, 2004. The numbers in the below
chart have been adjusted to account for a 3:1 forward stock split that was
effective April 5, 2005.
The
following table shows information with respect to each equity compensation plan
under which the Company's common stock is authorized for issuance as of the
fiscal year ended December 31, 2004.
EQUITY
COMPENSATION PLAN INFORMATION
|
Plan
category |
Number
of securities
to
be issued upon
exercise
of
outstanding
options,
warrants
and rights |
Weighted
average
exercise
price of
outstanding
options,
warrants
and rights |
Number
of securities
remaining
available for future issuance under equity compensation plans (excluding
securities reflected in column (a) |
| |
(a) |
(b) |
(c) |
|
Equity
compensation plans
approved
by security holders * |
5,625 |
$4.67 |
56,250 |
| |
|
|
|
|
Equity
compensation plans not
approved
by security holders |
-0- |
-0- |
-0- |
| |
|
|
|
|
Total |
5,625 |
$4.67 |
56,250 |
*
Includes options to purchase shares of Common Stock under the following
stockholder approved plans: the Stock Incentive Plan and the Non-Statutory Stock
Option Plan, which were both approved on September 9, 1997.
Option
Grants in the Last Fiscal Year
There
were 26,250 (78,750 post 3:1 forward stock split) options granted during the
fiscal year ended December 31, 2004.
Executive
Officers
The
executive officers of the Company are Milton “Todd” Ault III, who serves as the
Company’s Chairman and Chief Executive Officer; Lynne Silverstein, who serves as
the Company’s President and Secretary; Louis Glazer, who serves as the Chief
Health and Science Officer of Patient Safety Consulting Group, LLC (f/k/a
Franklin Medical Products, LLC); and Melanie Glazer who serves as the Manager of
Franklin Capital Properties, LLC. The Company is currently evaluating candidates
for the position of Chief Financial Officer.
Milton
“Todd” Ault III
Mr. Ault,
age 35, currently serves as the Chairman and Chief Executive Officer of the
Company and has served as a director of the Company since June 23, 2004.
Mr. Ault was appointed chief executive officer of Digicorp (OTCBB: DGCO) on
April 26, 2005. Mr. Ault was appointed as a director and interim chief executive
officer of IPEX, Inc. (OTCBB: IPEX) on May 26, 2005. Mr. Ault also is the
co-founder, in 1998, the controlling and managing member and chief investment
officer of Ault Glazer, a private investment management firm headquartered in
Santa Monica, California that manages approximately $20 million in
individual client accounts and private investment funds. Prior to founding Ault
Glazer, Mr. Ault served as a portfolio manager and regional institutional
financial advisor for Prudential Securities. Mr. Ault has also previously
served as an institutional account executive for Dean Witter Reynolds. Until
December 31, 2004, Mr. Ault was a registered representative of Strome
Securities, L.P.
Lynne
Silverstein
Ms. Silverstein,
age 34, currently serves as the President and Secretary of the Company. Ms.
Silverstein was appointed secretary of Digicorp (OTCBB: DGCO) on April 26, 2005.
She has been Chief Executive Officer of Ault Glazer since October 2003. Prior
thereto, she was Director of Operations since January 2001, having joined Ault
Glazer in January 1999 as a Manager. From February 1996 to October 1998 she was
employed by STV Communications, a media content and preview kiosk company,
serving as Marketing Director since February 1998. Ms. Silverstein received
her B.S. in Communications from the University of Miami.
Louis
Glazer
Dr. Glazer,
age 73, currently serves as the Chief Health and Science Officer of
Patient
Safety Consulting Group, LLC (f/k/a Franklin Medical Products, LLC) (a
wholly owned subsidiary of the Company) and has served as a Class I
Director of the Company since October 22, 2004. Dr. Glazer also
currently serves as a member of Ault Glazer’s advisory board and as an
independent biotechnology and medical consultant. Until 2002, Dr. Glazer
served as the chief anesthesiologist and medical director for the Vitreo-Retinal
Clinic in Memphis, Tennessee. Prior to that, Dr. Glazer taught obstetrics
anesthesia at the University of Tennessee, while practicing anesthesiology at
Baptist East Hospital, Methodist Hospital, St. Francis Hospital and Baptist
Memorial Hospital in Memphis, Tennessee. Dr. Glazer was also responsible
for establishing anesthesia programs at Baptist Memorial Hospital and Methodist
Hospital South in Memphis, Tennessee. Dr. Glazer received his B.S. in
pharmacy from the University of Oklahoma and his M.D. from the University of
Bologna, School of Medicine in Italy.
Melanie
Glazer
Mrs. Glazer,
age 63, currently serves as the Manager of Franklin Capital Properties, LLC
(a subsidiary of Company). On December 30, 2004, Mrs. Glazer was appointed a
director and chairman of the board of directors of Digicorp. Mrs. Glazer
co-founded Ault Glazer in 1998 and serves as a Banking/ Special Situations
Analyst. Mrs. Glazer began her career in banking in 1976 as Officer of
United American Bank, responsible for business development, government relations
and public relations. From 1978 to 1985 she was Vice President of Investors
Savings & Loan Association in Nashville, Tennessee, where she
managed a branch office and was responsible for business development,
advertising for all offices, public relations, and was in charge of the savings
incentive program. Mrs. Glazer joined Dobson & Johnson, Inc. in
1986, where she was a Real Estate Broker. In 1989, Mrs. Glazer established
her own Realty company, Morris Glazer Realty, which she ran successfully until
2003. Ms. Glazer received her B.A. in History in 1964 from George Peabody
College, part of Vanderbilt University.
Employment
Contracts and Termination and Change of Control Arrangements
The
Company has not yet entered into employment agreements with any of its key
executives but plans to do so in the future. Neither Mr. Ault (as Chairman and
Chief Executive Officer), Ms. Silverstein (as President and Secretary), Dr.
Louis Glazer (as Chief Health and Science Officer of Patient Safety Consulting
Group, LLC (f/k/a Franklin Medical Products, LLC)) nor Ms. Melanie Glazer (as
Manager of Franklin Capital Properties, LLC) currently receive any compensation
for their services to the Company or its wholly-owned subsidiaries. The
Compensation Committee will consider, consistent with its duties, compensation
agreements to be entered into with such parties.
There is
no current compensation plan or arrangement with respect to any current
executive officer which plan or arrangement results or will result from the
resignation, retirement or any other termination of such individual’s employment
with the Company. Further, there is no current plan or arrangement with respect
to any such persons, which will result from a change in control of the Company
or a change in the individual’s responsibilities following a change in control.
The Compensation Committee will consider, consistent with its duties, the terms
of any such agreements, plans or arrangements.
The
Company previously had a termination agreement and change in control arrangement
with respect to former executive officer Stephen L. Brown.
Consulting
Agreement
On
December 10, 2004, the Company entered into a consulting agreement with
William Horne (the “Horne
Consulting Agreement”). The
Horne Consulting Agreement provides that Mr. Horne will serve as a
consultant to the Company on financial and accounting related matters of the
Company. The term of the agreement is month-to-month. Pursuant to the terms of
the Horne Consulting Agreement, Mr. Horne is entitled to receive a monthly
consulting fee of approximately $4,200, which the Board may increase at its
discretion from time to time. The Board may also award options to Mr. Horne
in the future, subject to applicable laws.
Indemnification
Agreements
There are
no indemnification agreements known to management which have been entered into
by the Company.
Certain
Relationships and Related Party Transactions
Certain
of the Company’s officers, directors and/or their family members have existing
responsibilities and, in the future, may have additional responsibilities, to
act and/or provide services as executive officers, directors, owners and/ or
managers of Ault Glazer. Accordingly, certain conflicts of interest between the
Company and Ault Glazer may occur from time to time. The Company will attempt to
resolve any such conflicts of interest in its favor. The officers and directors
of the Company are accountable to the Company and to its stockholders as
fiduciaries, which requires that the officers and directors exercise good faith
and integrity in handling the Company’s affairs.
The Board
does not believe that the Company has any conflicts of interest with the
business of Ault Glazer, other than Mr. Ault’s, Ms. Silverstein’s, and the
Glazers’ responsibility to provide certain management and administrative
services to Ault Glazer and its clients from time-to-time. However, subject to
applicable law, the Company may engage in transactions with Ault Glazer and
related parties in the future. These related party transactions may raise
conflicts of interest and, although the Company does not have a formal policy to
address such conflicts of interest, the Audit Committee intends to evaluate
relationships and transactions involving conflicts of interest on a case-by-case
basis.
The Audit
Committee will conduct a review of all related party transactions for potential
conflict of interest situations on an ongoing basis, and the approval of the
Audit Committee shall be required for all such transactions. The Audit Committee
intends that any related party transactions will be on terms and conditions no
less favorable to the Company than those terms and conditions reasonably
obtainable from third parties and in accordance with applicable law.
As of the
date of this proxy statement, Ault Glazer provides the Company with office
space, telephone, computer, and internet service, office supplies, and
administrative and secretarial support, all without charge. The Company has no
obligation to reimburse Ault Glazer for any of these goods and services in the
future. In the event that the Company pays for such services in the future, it
will do so on market terms approved by the Audit Committee.
In
addition, Strome Securities, L.P. provides the Company with brokerage and
execution services. Strome Securities L.P. provides such services to the Company
on market terms which have been approved by the Board. Until December 31,
2004, Mr. Ault was a registered representative of Strome Securities, L.P.
Code
of Business Conduct and Ethics
Each
executive officer and director as well as every employee of the Company is
subject to the Company’s Code of Business Conduct and Ethics. A copy of the Code
of Business Conduct and Ethics may be obtained, without charge, upon a written
request mailed to: c/o Corporate Secretary, Patient Safety Technologies,
100 Wilshire Boulevard, Suite 1500, Santa Monica, California 90401.
Stockholder
Communications With The Board Of Directors
A
stockholder who wishes to communicate with the Board or with specific individual
directors may send written communications by mail addressed to the Board
generally, or to such specific director or directors individually, at:
c/o Corporate Secretary, Patient Safety Technologies, Inc., 100 Wilshire
Boulevard, Suite 1500, Santa Monica, California 90401. All communications
so addressed will be forwarded to the Board or the individual director or
directors, as applicable.
Section 16(a)
Beneficial Ownership Reporting Compliance
Section 16(a)
of the Exchange Act requires the Company’s executive officers and directors, and
persons who beneficially own more than 10% of the Common Stock, to file initial
statements of beneficial ownership (Form 3), and statements of changes in
beneficial ownership (Form 4 or 5), of securities of the Company with the
SEC. Executive officers, directors and greater than 10% stockholders also are
required by the SEC to furnish the Company with copies of all forms that they
file pursuant to Section 16(a).
To the
Company’s knowledge, based solely on its review of the copies of such forms
received by it, or written representations from certain reporting persons that
no additional forms were required for those persons, the Company believes that
its executive officers, directors and greater than 10% beneficial owners have
complied with the Section 16(a) filing requirements applicable to them for
the fiscal year ended December 31, 2004, except that Brown did not timely
file two reports on Form 4 covering nine transactions, one transaction and
eight transactions respectively in 2004; Laurence Foster did not timely file one
report on Form 4 covering three transactions in 2004; Hiram Lazar did not
timely file one report on Form 4 covering twelve transactions in 2004;
David Lender did not timely file one report on Form 4 covering three
transactions in 2004; Irving Levine did not timely file three reports on
Form 4 covering six transactions, three transactions, two transactions, and
one transaction respectively in 2004; Ault Glazer did not timely file two Form 4
reports covering twenty-two transactions, one transaction and twenty-one
transactions respectively in 2004; Louis Glazer did not timely file one report
on Form 3 covering three transactions in 2004; Lynne Silverstein did not
timely file on report of Form 3 covering three transactions in 2004; Alice
Campbell did not timely file one report on Form 3 covering two transactions
and one report on Form 4 covering two transactions in 2004; Herbert Langsam
did not timely file one report on Form 3 covering one transaction and one
report on Form 4 covering two transactions in 2004; Lytle Brown did not
timely file one report on Form 3 covering one transaction and one report on
Form 4 covering two transactions in 2004; and Steven Bodnar and BCM each
did not timely file one report on Form 3 covering two transactions in 2004.
Householding
of Proxy Materials
The SEC
has adopted rules that permit companies and intermediaries (e.g., brokers) to
satisfy the delivery requirements for proxy statements with respect to two or
more stockholders sharing the same address by delivering a single proxy
statement addressed to those stockholders. This process, which is commonly
referred to as “householding,” potentially means extra convenience for
stockholders and cost savings for companies.
In
connection with the Annual Meeting, a number of brokers with account holders who
are the Company stockholders will be “householding” our proxy materials. A
single proxy statement will be delivered to multiple stockholders sharing an
address unless contrary instructions have been received from the affected
stockholders. Once you have received notice from your broker that they will be
“householding” communications to your address, “householding” will continue
until you are notified otherwise or until you revoke your consent. If, at any
time, you no longer wish to participate in “householding” and would prefer to
receive a separate proxy statement, please notify your broker or contact the
Company’s Corporate Secretary at 100 Wilshire Boulevard, Suite 1500, Santa
Monica, California 90401 or via phone at (310) 752-1416. Stockholders who
currently receive multiple copies of the proxy statement at their address and
would like to request “householding” of their communications should contact
their broker.
No
Dissenters' Rights
Stockholders do not have the statutory right to dissent and
obtain an appraisal of their shares under Delaware law in connection with the
matters to be voted on at the Annual Meeting.
Periodic
Reports
The
Company will furnish, without charge, a copy of the Company’s most recent annual
report on Form 10-K and subsequent interim quarterly reports on Form 10-Q
to any stockholder that requests a copy. Requests for the annual report should
be directed to the Company’s Corporate Secretary at 100 Wilshire Boulevard,
Suite 1500, Santa Monica, California 90401, phone: (310) 752-1416.
Where
You Can Find More Information About the Company
The
Company files annual, quarterly and current reports, proxy statements and other
information with the SEC. You can read and copy any materials that the Company
files with the SEC at the SEC’s Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. You can obtain information about the operation of the
SEC’s Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also
maintains a Web site that contains information we file electronically with the
SEC, which you can access over the Internet at http://www.sec.gov. Copies of
these materials may also be obtained by mail from the Public Reference Section
of the SEC, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates.
OTHER
MATTERS
The Board
does not know of any other matters that may properly be brought, and which are
likely to be brought, before the Annual Meeting. However, should other matters
be properly brought before the Annual Meeting, the persons named on the enclosed
proxy or their substitutes will vote in accordance with their best judgment on
such matters.
2005
ANNUAL MEETING OF STOCKHOLDERS
General
Any
stockholder desiring to submit a proposal for action by the stockholders at the
next annual meeting, tentatively scheduled for April 28, 2006,
must
submit such proposal in writing to the Company’s Corporate Secretary at 100
Wilshire Boulevard, Suite 1500, Santa Monica, California 90401, on or prior
to December 5, 2005. The submission of a proposal does not guarantee the
inclusion in the Company’s proxy statement or presentation at the 2006 annual
meeting.
Discretionary
Proxy Voting Authority/ Untimely Stockholder
Proposals
Rule 14a-4(c)
promulgated under the Exchange Act, as amended, governs the Company’s use of its
discretionary proxy voting authority with respect to a stockholder proposal that
the stockholder has not sought to include in the Company’s proxy statement. The
rule provides that if a proponent of a proposal fails to notify the Company of
the proposal at least 45 days before the date of mailing of the prior
year’s proxy statement, then the management proxies will be allowed to use their
discretionary voting authority when the proposal is raised at the meeting,
without any discussion of the matter required in the proxy statement. With
respect to the Company’s 2006 annual meeting of stockholders, if the Company is
not provided notice of a stockholder proposal which the stockholder has not
previously sought to include in the Company’s proxy statement by November 7,
2005, management proxies will be allowed to use their discretionary authority as
indicated above. Proxies solicited by the Company will confer discretionary
voting authority with respect to these proposals, subject to SEC rules governing
the exercise of this authority.
| |
|
|
| |
By Order of the Board of
Directors |
|
|
|
| June 14, 2005 |
|
/s/ Milton “Todd” Ault
III |
| |
Milton “Todd” Ault |
| |
Chairman and Chief Executive
Officer |
PROXY
— COMMON
STOCK
PATIENT
SAFETY TECHNOLOGIES, INC.
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY FOR
ANNUAL MEETING OF STOCKHOLDERS
JULY 15,
2005
The
undersigned hereby appoints Milton “Todd” Ault III and Lynne Silverstein, or
either of them, as attorneys and proxies to vote all the shares of Common Stock,
par value $0.33 per share, of Patient Safety Technologies, Inc. (the
“Company”), which
are outstanding in the name of the undersigned and which the undersigned would
be entitled to vote as of June 19, 2005, at the Company’s Annual Meeting of
Stockholders, to be held at the Miramar Hotel, 101 Wilshire Boulevard, Santa
Monica, California 90401,
on
July 15, 2005 at 10:00 a.m., and at any or all adjournments or
postponements thereof; and the undersigned hereby instructs and authorizes said
attorneys to vote as indicated on the reverse side.
The
shares represented hereby will be voted in accordance with the instructions
contained on the reverse side. If no instructions are given the shares will be
voted “FOR” the election of all of the nominees in items 1 and 2 and “FOR” item
3 below, each of said items being more fully described in the notice of meeting
and accompanying proxy statement, receipt of which is hereby acknowledged. In
the event of any proposed adjournment of the Annual Meeting to permit further
solicitation of proxies with respect to any proposal listed below, shares will
be voted “FOR” adjournment.
(Continued
and to be signed on reverse side)
Address
Change/Comments (Mark the corresponding box on the reverse side)
PLEASE
INDICATE VOTES ON OPPOSITE SIDE OF THE CARD
PLEASE
INDICATE YOUR VOTE BY FILLING IN THE APPROPRIATE BOX BELOW, AS SHOWN, USING BLUE
OR BLACK INK OR DARK PENCIL. DO NOT USE RED INK.
IF NO
DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED “FOR” THE PROPOSALS DESCRIBED
HEREIN.
|
Proposal
No. 1 |
Approval
of the election of Alice M. Campbell as a Class II Director to hold
office for a three-year term expiring in 2008, or until her successor has
been duly elected and qualified or until her earlier death, resignation or
removal, in accordance with the Company’s bylaws, as
amended. |
|
Proposal
No. 2 |
Approval
of the election of Herbet Langsam as a Class II Director to hold
office for a three-year term expiring in 2008, or until his successor has
been duly elected and qualified or until his earlier death, resignation or
removal, in accordance with the Company’s bylaws, as
amended. |
|
Proposal
No. 3 |
Approval
of the ratification of the appointment by the Board of Directors of the
Company of Rothstein, Kass & Company, P.C. to serve as independent
auditors for the fiscal year ending December 31,
2005. |
In their
discretion, the proxies are authorized to vote upon such other business as may
properly come before the Annual Meeting or any adjournment or postponement
thereof.
THIS
PROXY MAY BE REVOKED PRIOR TO ITS EXERCISE.
PLEASE
DATE, SIGN AND MAIL PROXY CARD IN THE ENCLOSED ENVELOPE
Signature
of Common Stockholder(s): __________________________ Dated:
______, 2005
Signature
of Common Stockholder(s): __________________________ Dated:
______,
2005
Please
sign as name appears hereon. When shares are held by joint tenants, both should
sign. When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such. If a corporation, please sign in full corporate
name by president or other authorized officer. If a partnership, please sign in
partnership name by authorized person.
TO
VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE
Vote
by Internet or Telephone or Mail
24
Hours a Day, 7 Days a Week
Internet
and telephone voting is available through 11:59 PM Eastern
Time
the
day prior to annual meeting day.
Your
Internet or telephone vote authorizes the named proxies to vote your shares in
the same manner
as
if you marked, signed and returned your proxy card
| |
|
|
|
|
|
Internet
xxx
Use
the Internet to vote your proxy,
Have your proxy card in
hand when you access the web
site |
OR |
Telephone
xxx-xxx-xxxx
Use
any touch-tone telephone
to vote your proxy. Have your proxy card in hand
when you call |
OR |
Mail
Mark,
sign and date your
proxy card and
return it in the enclosed
postage-paid envelope |
PROXY
—
PREFERRED STOCK
PATIENT
SAFETY TECHNOLOGIES, INC.
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY FOR
ANNUAL MEETING OF STOCKHOLDERS
JULY 15,
2005
The
undersigned hereby appoints Milton “Todd” Ault III and Lynne Silverstein, or
either of them, as attorneys and proxies to vote all the shares of Preferred
Stock, par value $.33 per share, of Franklin Capital Corporation (the
“Company”), which
are outstanding in the name of the undersigned and which the undersigned would
be entitled to vote as of June 19, 2005, at the Company’s Annual Meeting of
Stockholders, to be held at the Miramar Hotel, 101 Wilshire Boulevard, Santa
Monica, California 90401 ,
on
July 15, 2005 at 10:00 a.m., and at any or all adjournments or
postponements thereof; and the undersigned hereby instructs and authorizes said
attorneys to vote as indicated on the reverse side.
The
shares represented hereby will be voted in accordance with the instructions
contained on the reverse side. If no instructions are given the shares will be
voted “FOR” the election of all of the nominees in items 1 and 2 and “FOR” item
3 below, each of said items being more fully described in the notice of meeting
and accompanying proxy statement, receipt of which is hereby acknowledged. In
the event of any proposed adjournment of the Annual Meeting to permit further
solicitation of proxies with respect to any proposal listed below, shares will
be voted “FOR” adjournment.
(Continued
and to be signed on reverse side)
Address
Change/Comments (Mark the corresponding box on the reverse side)
PLEASE
INDICATE VOTES ON OPPOSITE SIDE OF THE CARD
PLEASE
INDICATE YOUR VOTE BY FILLING IN THE APPROPRIATE BOX BELOW, AS SHOWN, USING BLUE
OR BLACK INK OR DARK PENCIL. DO NOT USE RED INK.
IF NO
DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE PROPOSALS DESCRIBED HEREIN.
|
Proposal
No. 1 |
Approval
of the election of Alice M. Campbell as a Class II Director to hold
office for a three-year term expiring in 2008, or until her successor has
been duly elected and qualified or until her earlier death, resignation or
removal, in accordance with the Company’s bylaws, as
amended. |
|
Proposal
No. 2 |
Approval
of the election of Herbet Langsam as a Class II Director to hold
office for a three-year term expiring in 2008, or until his successor has
been duly elected and qualified or until his earlier death, resignation or
removal, in accordance with the Company’s bylaws, as
amended. |
|
Proposal
No. 3 |
Approval
of the ratification of the appointment by the Board of Directors of the
Company of Rothstein, Kass & Company, P.C. to serve as independent
auditors for the fiscal year ending December 31,
2005. |
In their
discretion, the proxies are authorized to vote upon such other business as may
properly come before the Annual Meeting or any adjournment or postponement
thereof.
THIS
PROXY MAY BE REVOKED PRIOR TO ITS EXERCISE.
PLEASE
DATE, SIGN AND MAIL PROXY CARD IN THE ENCLOSED ENVELOPE
Signature
of Common Stockholder(s): __________________________ Dated:
______, 2005
Signature
of Common Stockholder(s): __________________________ Dated:
______,
2005
Please
sign as name appears hereon. When shares are held by joint tenants, both should
sign. When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such. If a corporation, please sign in full corporate
name by president or other authorized officer. If a partnership, please sign in
partnership name by authorized person.
TO
VOTE BY MAIL, PLEASE DETACH PROXY CARD HERE
Vote
by Internet or Telephone or Mail
24
Hours a Day, 7 Days a Week
Internet
and telephone voting is available through 11:59 PM Eastern
Time
the
day prior to annual meeting day.
Your
Internet or telephone vote authorizes the named proxies to vote your shares in
the same manner
as
if you marked, signed and returned your proxy card
| |
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Internet
xxx
Use
the Internet to vote your proxy,
Have your proxy card in
hand when you access the web
site |
OR |
Telephone
xxx-xxx-xxxx
Use
any touch-tone telephone
to vote your proxy. Have your proxy card in hand
when you call |
OR |
Mail
Mark,
sign and date your
proxy card and
return it in the enclosed
postage-paid envelope |