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): September 23, 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. 1750, 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
1.01 Entry Into a Material Definitive Agreement.
Background
As
reported in the quarterly report on Form 10-Q of Patient Safety Technologies,
Inc. (the “Company”) for the quarter ended June 30, 2005, during July 2005 the
Company’s wholly owned subsidiary Ault Glazer Bodnar Merchant Capital, Inc.
(“AGB Merchant Capital”) purchased a 50% interest in Automotive Services Group,
LLC, an Alabama limited liability company (“ASG”), for $300,000. ASG was formed
to develop and operate automated car wash sites with the first location under
development in Birmingham, Alabama. The Company does not control the day-to-day
operations of ASG.
On
July
27, 2005, ASG issued a Real Estate Note (the “Note”) in the principal amount of
$480,000 to Ault Glazer Bodnar Acquisition Fund, LLC (“AGB Acquisition
Fund”). The Note bears interest at the rate of 3% above the Prime Rate
as
published in the Wall Street Journal. All unpaid principal, interest and
charges
under the Note are due in full on July 31, 2010 (the maturity date of the
Note).
The Note is secured by a mortgage on certain real estate owned by ASG pursuant
to the terms of a Future Advance Mortgage Assignment of Rents and Leases
and
Security Agreement (the “Security Agreement”) dated July 27, 2005 between ASG
and AGB Acquisition Fund.
During
August 2005, including a $15,000 origination fee, AGB Acquisition Fund advanced
approximately $570,000 to ASG pursuant to the terms of the Note. On August
10,
2005, ASG signed an Addendum (Addendum I) to the Note and the Security
Agreement, pursuant to which AGB Acquisition Fund advanced $75,000 to ASG
under
the Note.
September
23, 2005 Advance
On
September 23, 2005, ASG signed a second Addendum (Addendum II) to the Note
and
the Security Agreement, pursuant to which AGB Acquisition Fund advanced
approximately $87,500 to ASG under the Note. As of September 23, 2005, the
total
amount advanced by AGB Acquisition Fund to ASG under the Note was $657,672.75,
which represents approximately 5.6% of the Company’s total assets as reported at
June 30, 2005.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
See
Item
1.01.
Item
9.01 Financial Statements and Exhibits.
(c)
Exhibits
|
Exhibit
Number
|
|
Description
|
|
10.1
|
|
Real
Estate Note dated July 27, 2005 in the principal amount of $480,000
issued
by Automotive Services Group, LLC to Ault Glazer Bodnar Acquisition
Fund,
LLC
|
|
10.2
|
|
Future
Advance Mortgage Assignment of Rents and Leases and Security Agreement
dated July 27, 2005 between Automotive Services Group, LLC to Ault
Glazer
Bodnar Acquisition Fund, LLC
|
|
10.3
|
|
Addendum
I dated August 10, 2005 to Real Estate Note issued by Automotive
Services
Group, LLC to Ault Glazer Bodnar Acquisition Fund, LLC
|
|
10.4
|
|
Addendum
II to Real Estate Note issued by Automotive Services Group, LLC
to Ault
Glazer Bodnar Acquisition Fund, LLC
|
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:
September 29, 2005 |
By: |
/s/
Milton Ault |
| |
Name:
Milton
“Todd” Ault, III |
| |
Title:
Chief
Executive Officer |