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): August 10, 2007
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)
|
27555
Ynez Road, Suite 330, Temecula, CA 92591
(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
61
Broadway, 32 nd
Floor
New
York,
New York 10006
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
2.01 Completion
of Acquisition or Disposition of Assets.
On
August
13, 2007, Automotive Service Group, LLC (“ASG”), a wholly owned subsidiary of
Automotive Service Group, Inc. (“ASG, Inc”), which is a wholly owned subsidiary
of Patient Safety Technologies, Inc. (the “Company”), closed the sale of real
property located in Birmingham, Alabama (the “Trussville Site”) to Charles H.
Dellaccio and D.W. Grimsley, Jr. Mr. Grimsley is the former Chairman of the
Board and Chief Executive Officer of ASG, Inc. ASG will receive $750,000 for
the
sale of the Trussville Site. The Company will net approximately $375,000, after
fees, and the remaining amount will go toward debt re-payment.
Item
2.03 Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant
On
August
10, 2007, Patient Safety Technologies, Inc. (the “Company”) entered into two
agreements in order to restructure the Company’s debt held by with Ault Glazer
Capital Partners, LLC (“AG”). A prior Revolving Credit Facility in the amount of
$420,000, which was in default, was converted into 337,439 shares of the
Company’s common stock at a conversion price of $1.25 a share. Two previous
Secured Promissory Notes were combined into one and the Company executed a
Secured Convertible Promissory Note (the “Note”) for
the
principal sum of Two Million Five Hundred Thirty Thousand Five Hundred Fifty
Eight Dollars and Forty Cents ($2,530,558.40) (the “Principal Amount”). Interest
shall accrue on the Principal Amount at annual rate of 7%, and be paid quarterly
on the last business date of each quarter beginning on September 30, 2007.
If
not prepaid or converted into equity in accordance with provisions of the Note,
the Principal Amount and accrued, but unpaid interest shall become due and
payable on December 31, 2010. In the event that the average closing price of
the
Company’s common stock is in excess of $5.00 per share for thirty (30)
consecutive trading days, the Company will have the right to redeem the
promissory note in shares or in cash. In the event of a redemption in shares,
the principal is convertible into shares of the Company’s common stock at a
conversion price of $2.50. The promissory note is secured by all of the
Company’s assets. Should the Company raise up to $2,000,000 in a new credit
facility, including any replacement credit facilities, AG is required to
subordinate its security interest in favor of the new credit
facility.
Item
5.02 Departure
of Directors or Certain Officers
Effective
August 15, 2007, Lynne Silverstein will not serve as the Executive Vice
President and Secretary of Patient Safety Technologies, Inc. (the “Company”).
David Augustine, a Director of the Company, will serve as Secretary in her
place.
Item
8.01 Other
Events
On
August
14, 2007, the Company issued a press release concerning the Secured Convertible
Promissory Note held by Ault Glazer Capital Partner, LLC. A copy of the press
release is attached hereto.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
|
Exhibit
Number
|
|
Description
|
|
10.1
|
|
Restructured
Secured Promissory Note
|
|
10.2
|
|
Security
Agreement between Patient Safety Technologies, Inc. and Ault Glazer
Capital Partners, LLC
|
|
10.3
|
|
Guaranty
of Payment by Surgicount Medical, Inc. and Patient Safety Technologies,
Inc., in favor of Ault Glazer Capital Partners, LLC
|
|
99.1
|
|
Press
Release, Ault Glazer Capital Partners Debt
Restructuring
|
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.
|
|
|
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Dated:
August 16, 2007
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By:
|
/s/
William B. Horne
|
|
|
Name:
|
William
B. Horne
|
|
|
Title:
|
Chief
Executive and Chief Financial Officer
and
Principal Accounting Officer
|