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): June 30, 2005
Patient Safety Technologies, Inc.
(Exact name of registrant as specified in its charter)
Delaware 333-124594 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.
During June 2005, Patient Safety Technologies, Inc. (the "Company") was
retained by IPEX, Inc. ("IPEX") to serve as a business consultant to IPEX. On
June 30, 2005, the Company agreed with IPEX as to the scope of such consulting
services and the consideration for such services. The Company has provided
and/or will provide if reasonably necessary within the next 12 months, the
following services (the "Services") to IPEX: (a) substantial review of IPEX's
business and operations in order to facilitate an analysis of IPEX's strategic
options regarding a turnaround of IPEX's business; (b) providing advice in the
following areas: (i) identification of financing sources; (ii) providing capital
introductions of financial institutions and/or strategic investors; (iii)
evaluation and recommendation of candidates for appointment as officers,
directors or employees; (iv) making personnel of the Company available to IPEX
to provide services to IPEX on a temporary or permanent basis; (v) evaluation
and/or negotiation of merger or sale opportunities, or such other form of
transaction or endeavor which IPEX may elect to pursue; and (vi) providing any
other services as are mutually agreed upon in writing by the Company and
Wolfgang Grabher from time to time; and (c) assisting IPEX in installing a new
management team.
Wolfgang Grabher, the majority shareholder of IPEX, former President,
former Chief Executive Officer and former director of IPEX, in consideration for
the Services, personally agreed to pay to the Company, on or before August 15,
2005 either: (a) 500,000 shares of common stock of IPEX, or (b) $1,500,000 in
cash, as a non-refundable consulting fee. Whether the consulting fee is paid in
the form of IPEX common stock or cash is in the sole discretion of Mr. Grabher.
Milton "Todd" Ault, III is Chairman and Chief Executive Officer of the
Company and is Chairman and interim Chief Executive Officer of IPEX. Mr. Ault
also beneficially owns 20,897,865 shares of IPEX's 28,195,566 outstanding shares
of common stock. 18,855,900 of such shares which are beneficially owned by Mr.
Ault are pursuant to an irrevocable voting proxy granted to Mr. Ault by Mr.
Grabher. Alice Campbell is a director of the Company and is a director of IPEX.
The Company's management believes the consulting agreement with IPEX is on terms
at least as favorable as could be obtained with unrelated third parties.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit Number Description
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10.1 Consulting Agreement among Wolfgang Grabher and Patient Safety
Technologies, Inc.
10.2 Agreement between Patient Safety Technologies, Inc. and IPEX,
Inc. dated July 7, 2005
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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: July 7, 2005 By: /s/ Milton Ault
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Name: Milton "Todd" Ault, III
Title: Chief Executive Officer
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