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): November 2, 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.
On
November 2, 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 James Schafer,
which replaces and supercedes Mr. Schafer’s employment agreement (the “Prior
Agreement”) with the Company July 22, 2005.
The
New
Agreement clarifies that Mr. Schafer is Chief Operating Officer of SurgiCount,
rather than Chief Operating Officer of the Company as was reflected in the
Prior
Agreement. The New Agreement is effective as of August 8, 2005 and continues
for
an initial term of 24 months. The New 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. Schafer’s base compensation is $100,000 per year. Mr. Schafer
will receive restricted stock of the Company annually in an amount valued
at
$50,000. The first $50,000 of restricted stock will vest on the effective
date
of the New Agreement and the second $50,000 of restricted stock will vest
on the
second year anniversary of the New Agreement. In addition, Mr. Schafer will
receive 125,000 stock options of the Company which will vest quarterly over
four
years with a strike price of $5.00 per share. SurgiCount is required to promptly
reimburse Mr. Schafer for all reasonable out-of-pocket business expenses
incurred in performing his responsibilities. SurgiCount also agreed to pay
Mr.
Schafer relocation/moving expenses of $8,000 and an automobile allowance
of
$6,000 per year. Mr. Schafer is entitled to participate in all of SurgiCount’s
benefit plans in effect from time to time for employees of SurgiCount. Mr.
Schafer is entitled to three weeks of paid vacation, to be scheduled and
taken
in accordance with SurgiCount’s standard vacation policies. In addition, Mr.
Schafer is entitled to sick leave and holidays at full pay in accordance
with
SurgiCount’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 SurgiCount and Mr. Schafer have
the
right to voluntarily terminate the employment agreement at any time with
or
without cause. If SurgiCount voluntarily terminates the agreement, SurgiCount
must pay Mr. Schafer 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. Schafer’s then base salary
for 12 months, but if such termination is within the final 12 months of
employment then Mr. Schafer will receive his base salary for the remainder
of
the term. If Mr. Schafer 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. Schafer.
Item
9.01 Financial Statements and Exhibits.
(c)
Exhibits
|
Exhibit
Number
|
|
Description
|
|
10.1
|
|
Employment
Agreement dated November 2, 2005 by and between SurgiCount Medical,
Inc.,
Patient Safety Technologies, Inc. and James
Schafer
|
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 7, 2005 By:
/s/
Milton
Ault
Name:
Milton
“Todd” Ault, III
Title:
Chief
Executive Officer