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): March 15, 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)
|
1800
Century Park East, Ste. 200, Los Angeles, CA 90067
(Address
of principal executive offices) (zip code)
(310)
895-7750
(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
1.01 Entry Into a Material Definitive Agreement.
On
March
15, 2006 Patient Safety Technologies, Inc. (the “Company”), Ault Glazer Bodnar
Merchant Capital, Inc., a wholly owned subsidiary of the Company (“AGB Merchant
Capital”), Automotive Services Group, LLC (“ASG”) and Darell W. Grimsley, Jr.
entered into a Unit Purchase Agreement (the “Agreement”) for AGB Merchant
Capital to purchase a 50% equity interest (the “Membership Interest”) in ASG
from Mr. Grimsley. After completing the transaction, AGB Merchant Capital now
owns 100% of the outstanding equity interests in ASG. ASG was formed to develop
and operate automated car wash sites under the trade name “Bubba’s Express
Wash”. ASG’s first site, developed in Birmingham, Alabama, had its grand opening
on March 8, 2006.
As
consideration for the Membership Interest the Company issued Mr. Grimsley
200,000 shares of the Company’s common stock. The Company granted Mr. Grimsley
piggyback registration rights for the resale of such shares to be included
in
the next registration statement (other than on Form S-4 or Form S-8) that the
Company files with the Securities and Exchange Commission. The Company plans
to
cause ASG to merge with and into its parent corporation AGB Merchant Capital
with AGB Merchant Capital surviving the merger and changing its name to
Automotive Services Group, Inc. Mr. Grimsley will continue to act as Chairman
and Chief Executive Officer of Automotive Services Group, Inc.
The
issuance of the above shares to Mr. Grimsley was exempt from registration
requirements pursuant to Section 4(2) of the Securities Act of 1933, as amended,
and Rule 506 promulgated thereunder. No advertising or general solicitation
was
employed in offering the securities and Mr. Grimsley represented that he is
an
accredited investor and that he is able to bear the economic risk of his
investment.
Item
3.02 Unregistered Sales of Equity Securities.
See
Item
1.01 above.
Item
9.01 Financial Statements and Exhibits.
(c)
Exhibits
|
Exhibit
Number
|
|
Description
|
|
2.1
|
|
Unit
Purchase Agreement dated March 14, 2006 by and between Automotive
Services
Group, LLC, Darell W. Grimsley, Ault Glazer Bodnar Merchant Capital,
Inc.
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.
| |
|
|
| |
Patient
Safety Technologies, Inc. |
|
|
|
| Dated:
March 17, 2006 |
By: |
/s/ Louis
Glazer, M.D., Ph.G. |
| |
Name: Louis
Glazer, M.D., Ph.G. |
| |
Title:
Chief
Executive Officer |