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): October 31, 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):
[
]
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
October 31, 2005, SurgiCount Medical, Inc. (“SurgiCount”), a wholly owned
subsidiary of Patient Safety Technologies, Inc. (the “Company”), and the Company
entered into an employment agreement (the “New Agreement”) with Richard Bertran,
which replaces and supercedes Mr. Bertran’s employment agreement (the “Prior
Agreement”) with the Company dated July 15, 2005.
The
New
Agreement clarifies that Mr. Bertran is an employee of SurgiCount, rather
than
an employee of the Company as was reflected in the Prior Agreement. The New
Agreement is effective as of July 18, 2005. Mr. Bertran’s annual base
compensation is $200,000. In addition, Mr. Bertran is entitled to receive:
(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 SurgiCount reaches $5 million in sales; 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,
SurgiCount’s Chief Executive Officer and Health West Marketing Incorporated, a
consultant to the Company. Mr. Bertran is also entitled to participate in
all of
SurgiCount’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 SurgiCount
have the right to terminate Mr. Bertran’s employment agreement at any time
during the employment term for any reason. SurgiCount 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 SurgiCount 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 SurgiCount must continue to reimburse Mr.
Bertran
for reasonable out-of-pocket business expenses related to his employment
with
SurgiCount, Mr. Bertan must continue to maintain the confidentiality of any
confidential information about SurgiCount and SurgiCount may be required
to
indemnify Mr. Bertran for certain liabilities in connection with his employment.
If SurgiCount 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, SurgiCount 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, SurgiCount 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
3.02 Unregistered Sales of Equity Securities.
See
Item
1.01 above.
Item
9.01 Financial Statements and Exhibits.
(c)
Exhibits.
|
Exhibit
Number
|
|
Description
|
|
10.1
|
|
Employment
Agreement dated October 31, 2005 between SurgiCount Medical, Inc.,
Patient
Safety Technologies, Inc. and Richard
Bertran
|
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:
November 2, 2005 |
By: |
/s/
Milton Ault |
| |
Name: Milton
“Todd” Ault, III |
| |
Title:
Chief
Executive Officer |