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): May 24, 2006
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)
|
1800
Century Park East, Ste. 200, Los Angeles, CA 90067
(Address
of principal executive offices) (zip code)
(310)
895-7750
(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
May
24, 2006 Patient Safety Technologies, Inc. (the “Company”), entered into an
agreement (the “Agreement”) relating to a severance package granted to the
Company’s former Chairman and Chief Executive Officer, Milton “Todd” Ault, III.
In order to provide Mr. Ault the opportunity to consult with legal counsel
before signing the Agreement, the Agreement allows Mr. Ault up to 21 days to
sign the Agreement and, if he signs the Agreement within that time, allows
Mr.
Ault an additional 7 days from the date he signs the Agreement to rescind his
assent to the Agreement.
Pursuant
to the Agreement, the Company agreed to pay Mr. Ault $180,000, payable in
semi-monthly installments of $7,500, representing one year of base salary,
provided that Mr. Ault agrees to defer such payments at the Company’s option and
in its sole discretion in the event the Company’s financial condition cannot
accommodate the payout of such funds with such payment deferral not to exceed
a
period of more than six consecutive months. The Company also agreed to grant
Mr.
Ault 60,000 restricted shares of common stock and options to purchase 90,000
shares of common stock with an exercise price of $4.50 per share and an
expiration date of July 8, 2007. In addition, Mr. Ault will be eligible for
health insurance, life insurance, disability and 401(k) participation continuing
for a period of twelve months from his resignation date of January 9, 2006.
The
Company and Mr. Ault entered into an irrevocable mutual release of any and
all
claims of every kind and nature which each party may have against the other
arising out of the employment with and/or separation from the
Company.
Item
9.01 Financial Statements and Exhibits.
(c)
Exhibits
|
Exhibit
Number
|
|
Description
|
|
10.1
|
|
Agreement
dated May 24, 2006 Regarding Severance or Separation of Milton “Todd”
Ault, III
|
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:
May 26, 2006 |
By: |
/s/
Louis
Glazer, M.D. |
| |
Name:
Louis
Glazer, M.D., Ph.G. |
| |
Title:
Chief
Executive Officer |