UNITED STATES
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): April 7, 2005
Patient Safety Technologies, Inc.
(Exact name of registrant as specified in its charter)
Delaware 811-05103 13-3419202
(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification Number)
100 Wilshire Blvd., Ste. 1500, Santa Monica, CA 90401
(Address of principal executive offices) (zip code)
(310) 752-1416
(Registrant's telephone number, including area code)
Copies to:
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 April 7, 2005, Patient Safety Technologies, Inc. (the "Company") issued
a $1,000,000 principal amount promissory note (the "Note") to Bodnar Capital
Management, LLC, in consideration for a loan from Bodnar Capital Management, LLC
to the Company in the amount of $1,000,000. Steven J. Bodnar is a managing
member of Bodnar Capital Management, LLC. Mr. Bodnar, through Bodnar Capital
Management, LLC, is a principal stockholder of the Company. The principal amount
of the Note and interest at the rate of 6% per annum is payable on May 31, 2006,
the maturity date of the Note. The obligations under the Note are secured by all
real property owned by the Company.
In the event of default under the Note, the entire unpaid principal
balance and interest will become immediately due and payable. The following will
constitute and event of default: (1) the filing by the Company for relief under
any bankruptcy law; (2) the filing of a lien, the issuance of a levy or
execution, or the seizure, attachment or garnishment, or the entry of judgment
on or against the Company or any of the Company's property which is not
released, satisfied of record or bonded within 20 days thereafter; or (3) if the
Company creates, incurs, assumes or suffers to exist any liability for borrowed
money, except borrowings in existence or committed on April 7, 2005 and
indebtedness to trade creditors or financial institutions in the ordinary course
of business.
Management believes the terms of the Note are 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.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits
Exhibit
Number Description
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10.1 $1,000,000 principal amount Promissory Note dated April 7,
2005 issued to Bodnar Capital Management, LLC
10.2 Security Agreement dated April 7, 2005 in favor of Bodnar
Capital Management, LLC
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Patient Safety Technologies, Inc.
Dated: April 13, 2005 By: /s/ Milton Ault
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Name: Milton "Todd" Ault, III
Title: Chief Executive Officer
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