Unassociated Document
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): November 18,
2010
PATIENT
SAFETY TECHNOLOGIES, INC.
(Exact
Name of Registrant as Specified in its Charter)
| DELAWARE |
001-09727 |
13-3419202 |
| (State or Other
Jurisdiction |
(Commission File
Number) |
(IRS
Employer |
| of
Incorporation) |
|
Identification
No.) |
2
VENTURE, SUITE 350, IRVINE, CALIFORNIA 92618
(Address
of Principal Executive Offices) (Zip Code)
(951)
587-6201
(Registrant's
telephone number, including area code)
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):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ 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 15, 2010, Patient Safety Technologies, Inc. (the “Company”) entered
into an employment agreement, effective as of June 24, 2010 (the “Effective Date”),
with Brian E. Stewart, President, Chief Executive Officer and director of the
Company, regarding his employment with the Company (the “Agreement”).
The term
of the Agreement is three years from the Effective Date, and automatically
extends for additional one-year terms thereafter unless either party delivers
written notice of non-extension to the other party at least ninety days prior to
the extension of the term. Mr. Stewart’s annual base salary is
$200,000, to be increased to $245,000 for the remainder of the term upon a
Positive Operating Income Determination (as defined in the
Agreement). He is also eligible to participate in the Company’s
executive bonus plan, under which the minimum target bonus opportunity is 25% of
his annual base salary. The Company granted him a stock option for
2,000,000 shares of the Company’s common stock, 500,000 of which vest as of the
date of the grant. An additional 250,000 stock options will vest and
become exercisable six months from the Effective Date, and the remaining shares
will vest over a 42-month period at a rate of 1/48th of the total shares per
month, with 100% of the option becoming exercisable on the fourth anniversary of
the Effective Date. The exercise price will be set at the weighted
average trading price of the Company’s common stock on the Executive’s first day
of employment, but not less than $0.75 per share. Based on that
formula, the exercise price was established at $0.75 per share. The
Agreement provides certain benefits in connection with termination without cause
or resignation for good reason and changes of control of the
Company.
The
foregoing description of the Agreement does not purport to be complete and is
qualified in its entirety by the full text of such agreement, which is filed as
Exhibit 10.1 hereto and incorporated by reference herein.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e) The
disclosures in Item 1.01 of this Current Report on Form 8-K are incorporated
into this Item 5.02(e).
Item
9.01. Financial Statements and Exhibits.
|
|
10.1
|
Employment
Agreement, effective as of June 24, 2010, between Patient Safety
Technologies, Inc. and Brian E.
Stewart.
|
SIGNATURE
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.
|
Date:
November 18, 2010
|
Patient
Safety Technologies, Inc.
|
| |
|
|
|
By:
|
/s/ Brian E. Stewart
Brian
E. Stewart
President
and Chief Executive
Officer
|
Exhibit
Index
|
10.1
|
Employment
Agreement, effective as of June 24, 2010, between Patient Safety
Technologies, Inc. and Brian E.
Stewart.
|