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): April 18, 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
April
18, 2006, Patient Safety Technologies, Inc. (the “Company”) entered into a
consulting agreement with Ault Glazer Bodnar Securities, LLC, a registered
broker-dealer (“AGB Securities”). Pursuant to the agreement, AGB Securities and
its representatives will provide non-exclusive investment banking and financial
advisory services to the Company in connection with the evaluation of its
strategic options, which may include, among others, acquisitions, business
combinations, divestitures, liquidations and capital events such as pursuing
a
capital raising or financing transaction. In the event that any such transaction
is consummated the Company will pay AGB Securities a fee in an amount up to
6%
of the aggregate consideration received by the Company in connection with each
transaction. The Company agreed to negotiate the fee with AGB Securities in
good
faith; provided, however, that the fee will not be less than 3% of the
consideration received by the Company from any contemplated transaction. In
addition to any fees that may be payable to AGB Securities, the Company agreed
to reimburse AGB Securities for all reasonable travel, legal and other
out-of-pocket expenses in performing the services required of AGB Securities
pursuant to the agreement. The initial term of the agreement is for 12 months
from April 18, 2006 and will thereafter be automatically extended monthly until
terminated by either party upon 30 days’ written notice to the other party. The
agreement does not contain any specific termination provisions.
AGB
Securities is wholly owned by Ault Glazer Bodnar & Company, Inc. (“AGB &
Company”). The Company’s former Chairman and Chief Executive Officer, Milton
“Todd” Ault, III, is Chairman and Chief Executive Officer of AGB & Company.
The Company’s Chief Financial Officer, William B. Horne, is also Chief Financial
Officer of AGB & Company. The Company’s President and Secretary, Lynne
Silverstein, is former Secretary and a former director of AGB & Company.
Melanie Glazer, Manager of the Company’s subsidiary Ault Glazer Bodnar Capital
Properties, LLC, is also a director of AGB & Company. The Company’s Board
believes the terms of the consulting agreement with AGB Securities are at least
as favorable as could be obtained from an unrelated third party.
Item
9.01 Financial Statements and Exhibits.
(c)
Exhibits
Exhibit
Number
|
|
Description
|
10.1
|
|
Consulting
Agreement entered into April 18, 2006 by and among Ault Glazer Bodnar
Securities, LLC and Patient Safety Technologies,
Inc.
|
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. |
|
|
|
Date:
April
19, 2006 |
By: |
/s/ Louis
Glazer M.D. |
|
|
|
Name: Louis
Glazer, M.D., Ph.G. |
|
Title
Chief Executive Officer |