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): March 6, 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.
Loan
from Ault Glazer Bodnar Acquisition Fund LLC
On
March
6, 2006 Ault Glazer Bodnar Acquisition Fund LLC (“AGB Acquisition Fund”) loaned
Patient Safety Technologies, Inc. (the “Company”) $30,000. Together with prior
loans from AGB Acquisition Fund to the Company during 2006, to date AGB
Acquisition Fund has loaned the Company a total of $442,750, of which $340,750
was repaid on February 8, 2006. As consideration for the March 6, 2006 loan,
the
Company issued AGB Acquisition Fund a secured promissory note in the principal
amount of $30,000 (the “Note”), and entered into a security agreement granting
AGB Acquisition Fund a security interest in the Company’s personal property and
fixtures, inventory, products and proceeds as security for the Company’s
obligations under the Note.
The
Note
accrues interest at the rate of 7% per annum, which together with principal
is
due to be repaid on May 7, 2006. At the option of the Company, payments of
principal and interest may be paid by exchange of any securities owned by the
Company valued on the day before the maturity date of the Note.
Revolving
Line of Credit Agreement with AGB
Acquisition Fund
On
March
7, 2006 the Company entered into a Revolving Line of Credit Agreement (the
“Revolving Line of Credit”) with AGB Acquisition Fund. The Revolving Line of
Credit allows the Company to request advances of up to $500,000 from AGB
Acquisition Fund. The initial term of the Revolving Line of Credit is for a
period of six months and may be extended for one or more additional six month
periods upon mutual agreement of the parties. Each advance under the Revolving
Line of Credit will be evidenced by a secured promissory note and a security
agreement. The secured promissory notes issued pursuant to the Revolving Line
of
Credit must be repaid with interest at the Prime Rate plus 1% within 60 days
from issuance and will be convertible into shares of the Company’s common stock
at the option of AGB Acquisition Fund at a price of $3.10 per share. The
obligations of the Company pursuant to such secured promissory notes will be
secured by the Company’s assets, personal property and fixtures, inventory,
products and proceeds therefrom.
Certain
Relationships with AGB
Acquisition Fund
Ault
Glazer Bodnar & Company Investment Management, LLC (“AGB & Company IM”)
is the managing member of AGB Acquisition Fund. The managing member of AGB
&
Company IM is Ault Glazer Bodnar & Company, Inc. (“AGB & Company”). The
Company’s former Chairman and Chief Executive Officer, Milton “Todd” Ault, III,
is Chairman, Chief Executive Officer and President of AGB & Company. The
Company’s Chief Financial Officer, William B. Horne, is also Chief Financial
Officer 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 management believes the loans from AGB Acquisition
Fund are on terms at least as favorable as could be obtained from an unrelated
third party.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
See
Item
1.01 above.
Item
8.01 Other Events.
The
Company's 50%-owned subsidiary, Automotive Services Group, LLC ("ASG"), was
formed to develop and operate automated car wash sites under the trade name
“Bubba’s Express Wash”. ASG’s first site, developed in Birmingham, Alabama, is
having its grand opening today and will realize revenues in the first quarter
of
2006.
On
January 30, 2006, ASG entered into an amended employment agreement to employ
Darrell W. Grimsley, Jr. as ASG's Chairman and Chief Executive Officer. The
Company expects to purchase the remaining 50% equity interest in ASG from Mr.
Grimsley. No definitive agreement has been reached with respect to that
transaction.
Item
9.01 Financial Statements and Exhibits.
(c)
Exhibits
Exhibit
Number
|
|
Description
|
4.1
|
|
Secured
Promissory Note in the principal amount of $30,000 issued March 6,
2006 to
Ault Glazer Bodnar Acquisition Fund LLC
|
4.2
|
|
Revolving
Line of Credit Agreement dated and effective as of March 7, 2006
by and
between Ault Glazer Bodnar Acquisition Fund LLC and Patient Safety
Technologies, Inc.
|
10.1
|
|
Security
Agreement dated March 6, 2006 by and between Ault Glazer Bodnar
Acquisition Fund 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.
|
|
|
|
Dated:
March 8, 2006 |
By: |
/s/
Louis Glazer M.D. |
|
Name:
Louis
Glazer, M.D., Ph.G. |
|
Title:
Chief
Executive Officer |