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): January 5, 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)
|
100
Wilshire Blvd., Ste. 1750, Santa Monica, CA 90401
(Address
of principal executive offices) (zip code)
(310)
752-1416
(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
January 5, 2006, The Glazer Family Partnership, LP (“GFP”) loaned Patient Safety
Technologies, Inc. (the “Company”) $130,000. As consideration for the loan, the
Company issued GFP a secured promissory note in the principal amount of $130,000
(the “Note”) and entered into a security agreement granting GFP a security
interest in the Company’s personal property and fixtures, inventory, products
and proceeds as security for the Company’s obligations under the
Note.
The
Note
accrues interest at the rate of 7% per annum, which together with principal
is
due to be repaid on March 5, 2006. At the option of the Company, interest may
be
paid with shares of the Company’s common stock valued at the closing sales price
of the common stock on March 5, 2006.
Ault
Glazer Bodnar & Co. Investment Management LLC (“AGB”) is the general partner
of GFP. The Company’s Chairman and Chief Executive Officer as of January 5,
2006, Milton “Todd” Ault, III, is the managing director of GFP, and is the
co-founder, Chief Investment Officer and Managing Member of AGB. Chief Health
and Science Officer of the Company’s wholly owned subsidiary Patient Safety
Consulting Group, LLC and present Chairman and Chief Executive Officer of the
Company, Louis Glazer, M.D., Ph.G., is a member of AGB’s advisory board. In
addition, the Company’s Chief Financial Officer, William B. Horne, is Chief
Financial Officer of GFP and GFP’s parent Company Ault Glazer Bodnar &
Company, Inc. and a director of Ault Glazer Bodnar & Company, Inc. The
Company’s President and Secretary, Lynne Silverstein, is Secretary and a
director of Ault Glazer Bodnar & Company, Inc. Melanie Glazer, Manager of
the Company’s subsidiary Ault Glazer Bodnar Capital Properties, LLC, is also a
director of Ault Glazer Bodnar & Company, Inc. The Company’s management
believes the loan from GFP is on terms at least as favorable as could be
obtained from an unrelated third party.
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
5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On
January 9, 2006, Milton “Todd” Ault, III resigned as Chairman and Chief
Executive Officer of the Company. Mr. Ault was succeeded by Louis Glazer, M.D.,
Ph.G. who was appointed Chairman and Chief Executive Officer of the Company
on
January 7, 2006.
Since
January 2005, Dr. Glazer (age 74) has been Chief Health and Science Officer
of
Patient Safety Consulting Group, LLC, a wholly owned subsidiary of the Company,
and Dr. Glazer has served as a Class III Director of the Company since
October 22, 2004. Dr. Glazer also currently serves as a member of
AGB’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.
Except
as
described under Item 1.01 above, there has been no transaction during the last
two years, or any proposed transaction, to which the Company was or is to be
a
party, and in which Dr. Glazer had or is to have a direct or indirect material
interest. Dr. Glazer is the husband of Melanie Glazer, the Manager of the
Company’s subsidiary Ault Glazer Bodnar Capital Properties, LLC, and also is the
step-father of Lynne Silverstein, the Company’s President and Secretary. The
Company does not presently have an employment agreement in effect for the
employment of Dr. Glazer.
Item
9.01 Financial Statements and Exhibits.
(c)
Exhibits
|
Exhibit
Number
|
|
Description
|
|
4.1
|
|
Promissory
Note in the principal amount of $130,000 issued January 5, 2006 to
Glazer
Family Partnership LP
|
|
10.1
|
|
Security
Agreement by and between Glazer Family Partnership LP and Patient
Safety
Technologies, Inc.
|
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.
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Patient
Safety Technologies, Inc. |
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Dated:
January 10, 2006
|
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By:
/s/
Louis Glazer, M
D
|
| |
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Name:
Louis
Glazer, M.D., Ph.G. |
| |
|
Title:
Chief
Executive Officer |
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