UNITED STATES
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): June 1, 2010
 
PATIENT SAFETY TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Charter)
 
DELAWARE
 
001-09727
 
13-3419202
(State or Other Jurisdiction
of Incorporation)
 
(Commission File Number)
 
(I.R.S. Employer
Identification No.)
         
5 Caufield Place, Suite 102
Newtown, Pennsylvania
 
18940
(Address of Principal Executive Offices)
 
(Zip Code)
 
(215) 579-7789
 (Registrant’s telephone number, including area code)
 
N/A
 (Former name or former address, if changed since last report)
 
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:
 
o
Written communications pursuant to Rule 425 under the Securities Act of 1933, as amended (17 CFR 230.425)
   
o
Soliciting material pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended (17 CFR 240.14a-12)
   
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.14d-2(b))
   
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13e-4(c))
 
 
 

 
 
Item 1.01     Entry into a Material Definitive Agreement

As of the date of this current report on Form 8-K, Patient Safety Technologies, Inc. (the “Company”) and each of its current directors and executive officers have agreed to enter into an indemnification agreement (the “Indemnification Agreement”) effective as of June 1, 2010. It is anticipated that future directors and executive officers of the Company will enter into an indemnification agreement with the Company in substantially similar form. The Indemnification Agreement provides, among other things, that the Company will indemnify and hold harmless each person subject to an Indemnification Agreement (each, an “Indemnified Party”) to the fullest extent permitted by applicable law from and against all losses, costs, liabilities, judgments, penalties, fines, expenses and other matters that may result or arise in connection with such Indemnified Party serving in his or her capacity as a director, officer, employee, agent or fiduciary of the Company or serving at the request of the Company as a director, officer, employee, fiduciary or agent of another entity. The Indemnification Agreement further provides that, upon an Indemnified Party’s request, the Company will advance expenses to the Indemnified Party to the fullest extent permitted by applicable law. Pursuant to the Indemnification Agreement, an Indemnified Party is presumed to be entitled to indemnification and the Company has the burden of proving otherwise. The Indemnification Agreement also requires the Company to maintain in full force and effect directors’ liability insurance on the terms described in the Indemnification Agreement. If indemnification under the Indemnification Agreement is unavailable to an Indemnified Party for any reason, the Company, in lieu of indemnifying the Indemnified Party, will contribute to any amounts incurred by the Indemnified Party in connection with any claim relating to an indemnifiable event in such proportion as is deemed fair and reasonable in light of all of the circumstances to reflect the relative benefits received or relative fault of the parties in connection with such event.

The foregoing summary of the Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Indemnification Agreement attached as Exhibit 10.1 to this current report on Form 8-K and incorporated herein by reference.

Item 9.01     Financial Statements and Exhibits
 
 (c) Exhibits.
 
EXHIBIT INDEX

Exhibit Number
 
Description of Exhibits
     
10.1
 
Form of Indemnification Agreement with Directors and Executive Officers dated effective as of June 1, 2010.

 
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SIGNATURES
 
Pursuant to the requirements of the Securities 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.
 
       
June 3, 2010
By:
/s/ Marc L. Rose
 
   
Name:  Marc L. Rose
 
   
Title: Chief Financial Officer
 
       
 
 
 
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