SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of
Report (Date of earliest event reported): July 15, 2005
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. 1500, 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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement
communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
3.02 Unregistered Sales of Equity Securities.
See
Item
5.02 below.
In
addition to the securities described in Item 5.02 below, on July 18, 2005,
the
Company issued options to purchase 100,000 shares of the Company’s common stock
to Darrell Grimsley as consideration for management services to be performed
for
the Company’s subsidiary Ault Glazer Bodnar Merchant Capital, Inc. The stock
options have a strike price of $3.75 per share and will vest annually, in
equal
amounts over four years from July 18, 2005. However, the stock options may
vest
automatically upon certain circumstances.
Item
5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On
July
18, 2005, Patient Safety Technologies, Inc. (the “Company”) appointed Richard
Bertran as the Company’s Executive Vice President of Sales and
Marketing.
From
September 2002 until July 2005, Mr. Bertran was Director of North American
Sales
for eNGENUITY Technology, a company in the visualization and simulation software
industry. From 1988 to 1998, Mr. Bertran served as Western Regional Sales
Manager for Maxxim Medical, a company that creates and packages custom surgical
packs.
There
has
been no transaction involving an amount exceeding $60,000 during the last
two
years, or any such proposed transactions, to which the Company was or is
to be a
party, in which Mr. Bertran had or is to have a direct or indirect material
interest. There are no family relationships between Mr. Bertran and the
Company’s directors, executive officers or persons nominated or charged by the
Company to become directors or executive officers.
The
Company entered into an employment agreement with Mr. Bertran on July 15,
2005,
which agreement was effective as of July 18, 2005. Mr. Bertran’s annual base
compensation is $200,000. In addition, Mr. Bertran will be issued: (a) options
to purchase 200,000 shares of the Company’s common stock with a strike price of
$5.00 per share, which options will vest annually over three years; and (b)
10,000 restricted shares of the Company’s common stock as a signing bonus. Mr.
Bertran also may receive the following stock options upon accomplishing
milestones: (a) options to purchase 50,000 shares of the Company’s common stock
when Mr. Bertran reaches $5 million in sales for SurgiCount Medical, Inc.,
a
wholly owned subsidiary of the Company; and (b) options to purchase 50,000
shares of the Company’s common stock when Mr. Bertran accomplishes certain other
unspecified milestones to be mutually agreed upon among Mr. Bertran, the
Company’s Chief Executive Officer and Health West Marketing Incorporated, a
consultant to the Company. Mr. Bertran is also entitled to participate in
all of
the Company’s employee benefit plans in effect from time to time. The employment
agreement has an initial term of three years and will automatically renew
for
successive one-year periods unless sooner terminated. Mr. Bertran and the
Company have the right to terminate Mr. Bertran’s employment agreement at any
time during the employment term for any reason. The Company may also terminate
the employment agreement at any time for “cause” (as defined in the employment
agreement). If the employment agreement is voluntarily terminated by Mr.
Bertran
or if the Company terminates the agreement for cause, then all unvested stock
options and/or unearned milestone bonuses will be forfeited and all obligations
of the parties will end except the Company must continue to reimburse Mr.
Bertran for reasonable out-of-pocket business expenses related to his employment
with the Company, Mr. Bertan must continue to maintain the confidentiality
of
any confidential information about the Company and the Company may be required
to indemnify Mr. Bertran for certain liabilities in connection with his
employment. If the Company voluntarily terminates the employment agreement
without cause, then: (a) if the termination date is before 15 months after
the
effective date of the employment agreement, the Company must pay Mr. Bertran
severance compensation in cash equal to 15 months of base compensation, plus
award the milestone option grants to the extent the milestones are met within
the employment term; (b) if the termination date occurs within the final
15
months of the initial term, the Company must pay Mr. Bertran severance
compensation in cash through the remaining initial term of the agreement;
and
(c) all unvested stock options will become automatically vested.
Item
9.01 Financial Statements and Exhibits.
(c)
Exhibits.
|
Exhibit
Number
|
|
Description
|
|
10.1
|
|
Employment
Agreement dated July 15, 2005 between Patient Safety Technologies,
Inc.
and Richard Bertran
|
|
99.1
|
|
Press
Release issued July 20, 2005
|
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 20, 2005 |
By: |
/s/
Milton Ault |
| |
Name:
Milton
“Todd” Ault, III |
| |
Title:
Chief
Executive Officer |