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 13, 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 June 13, 2005, Patient Safety Technologies, Inc. (the "Company")
entered into an employment agreement with William B. Horne. Effective July 5,
2005, Mr. Horne will be employed as Chief Financial Officer of the Company and
its subsidiaries. The agreement begins July 5, 2005 and continues for a term of
24 months. The agreement will automatically renew for successive one-year terms
unless either party delivers to the other party written notice of termination at
least 30 days before the end of the then current term. Mr. Horne's base
compensation under the agreement is $150,000 per year. Mr. Horne will receive
restricted stock in an amount valued at $100,000 based on the closing price of
the Company's common stock on June 13, 2005 ($3.80), vested quarterly, for each
year of the agreement. The number of shares to be issued to Mr. Horne for the
first year of the agreement will be reduced by the value of any unvested
restricted stock that he would be entitled to under his current consulting
agreement with the Company. In addition, Mr. Horne is eligible to receive shares
of the Company's common stock or options to purchase shares of the Company's
common stock from time to time as determined by the Board of Directors. The
Company is required to promptly reimburse Mr. Horne for all reasonable
out-of-pocket business expenses incurred in performing the responsibilities
under the agreement. Mr. Horne is entitled to participate in any of the
Company's benefit plans in effect from time to time for employees of the
Company. Mr. Horne is entitled to three weeks of paid vacation, to be scheduled
and taken in accordance with the Company's standard vacation policies. In
addition, Mr. Horne is entitled to sick leave and holidays at full pay in
accordance with the Company's policies established and in effect from time to
time. The agreement also contains customary provisions for disability, death,
confidentiality, indemnification and non-competition. Both the Company and Mr.
Horne have the right to voluntarily terminate the employment agreement at any
time with or without cause. If the Company voluntarily terminates the agreement,
the Company must pay Mr. Horne a cash sum equal to (a) all accrued base salary
through the date of termination plus all accrued vacation pay and cash bonuses,
if any, plus (b) as severance compensation, an amount equal to Mr. Horne's then
base salary for the remaining employment term, but only through July 5, 2007. If
Mr. Horne voluntarily terminates the agreement, all unvested restricted stock
and stock options will be forfeited. In the event of a merger, consolidation,
sale, or change of control, the surviving or resulting company is required to
honor the terms of the agreement with Mr. Horne.
Mr. Horne has 11 years of combined experience as a financial executive,
auditor and financial consultant. Mr. Horne previously held the position of
Chief Financial Officer in various companies in the high-tech field, including
The Phoenix Partners, from November 1996 to December 2001, a venture capital
limited partnership located in Seattle, Washington, and Alaska Wireless
Communications, from May 2002 to April 2005, a privately held advanced cellular
communications company which deployed the world's first commercial 850 MHz GSM
network. Since January 2002, he also provided strategic financial consulting
services to a broad array of companies ranging from small private companies to a
public company with a market capitalization in excess of $1 billion. In his
previous roles he was responsible for all aspects of the finance and
administration function, including financial reporting, tax planning,
negotiation of M&A transactions, and structuring of equity investments. Mr.
Horne has also held supervisory positions at Price Waterhouse, LLP and has a
Bachelor of Arts Magna Cum Laude in Accounting from Seattle University.
On December 10, 2004, the Company entered into a consulting agreement with
Mr. Horne. The consulting agreement provides that Mr. Horne will serve as a
consultant to the Company on financial and accounting related matters of the
Company. The term of the agreement is month-to-month. Pursuant to the terms of
the consulting agreement, Mr. Horne is entitled to receive a monthly consulting
fee of approximately $4,200, which the Board may increase at its discretion from
time to time. The Board may also award options to Mr. Horne. The consulting
agreement with Mr. Horne will terminate July 5, 2005 upon effectiveness of the
employment agreement. Except for this consulting agreement, there was no
transaction during the last two years, or any proposed transactions, to which
the Company was or is to be a party, in which Mr. Horne had or is to have a
direct or indirect material interest. There are no family relationships between
Mr. Horne and the Company's directors, executive officers or persons nominated
or charged by the Company to become directors or executive officers.
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Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
See Item 1.01.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit
Number Description
------- -----------
10.1 Employment Agreement entered into as of June 13, 2005 by and between
Patient Safety Technologies, Inc. and William B. Horne
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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: June 15, 2005 By: /s/ Milton Ault
------------------------------
Name: Milton "Todd" Ault, III
Title: Chief Executive Officer
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