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): July 22, 2005
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)
|
100
Wilshire Blvd., Ste. 1500, Santa Monica, CA 90401
(Address
of principal executive offices) (zip code)
(310)
752-1416
(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
July
22, 2005, Patient Safety Technologies, Inc. (the “Company”) entered into an
employment agreement with James Schafer. Effective August 8, 2005, Mr. Schafer
will be employed as Chief Operating Officer of the Company. The agreement
begins
August 8, 2005 and continues for an initial term of 24 months. The agreement
will automatically renew for successive one-year terms unless either party
delivers to the other party written notice of termination at least 30 days
before the end of the then current term. Mr. Schafer’s base compensation under
the agreement is $100,000 per year. Mr. Schafer will receive restricted stock
annually in an amount valued at $50,000. The first $50,000 of restricted
stock
will vest on the effective date of the agreement and the second $50,000 of
restricted stock will vest on the second year anniversary of the agreement.
In
addition, Mr. Schafer will receive 125,000 stock options which will vest
quarterly over four years with a strike price of $5.00 per share. The Company
is
required to promptly reimburse Mr. Schafer for all reasonable out-of-pocket
business expenses incurred in performing his responsibilities under the
agreement. The Company also will pay Mr. Schafer relocation/moving expenses
of
$8,000 and will pay Mr. Schafer an automobile allowance of $6,000 per year.
Mr.
Schafer is entitled to participate in all of the Company’s benefit plans in
effect from time to time for employees of the Company. Mr. Schafer is entitled
to three weeks of paid vacation, to be scheduled and taken in accordance
with
the Company’s standard vacation policies. In addition, Mr. Schafer is entitled
to sick leave and holidays at full pay in accordance with the Company’s policies
established and in effect from time to time. The agreement also contains
customary provisions for disability, death, confidentiality, indemnification
and
non-competition. Both the Company and Mr. Schafer have the right to voluntarily
terminate the employment agreement at any time with or without cause. If
the
Company voluntarily terminates the agreement, the Company must pay Mr. Schafer
a
cash sum equal to (a) all accrued base salary through the date of termination
plus all accrued vacation pay and cash bonuses, if any, plus (b) as severance
compensation, an amount equal to Mr. Schafer’s then base salary for 12 months,
but if such termination is within the final 12 months of employment then
Mr.
Schafer will receive his base salary for the remainder of the term. If Mr.
Schafer voluntarily terminates the agreement, all unvested restricted stock
and
stock options will be forfeited. In the event of a merger, consolidation,
sale,
or change of control, the surviving or resulting company is required to honor
the terms of the agreement with Mr. Schafer.
From
October 2004 until July 2005, Mr. Schafer was Supply Chain Manager for Nypro,
Inc., a custom injection molder serving the medical and telecommunications
markets. From February 2004 until October 2004, Mr. Schafer was Material
Manager
for C. Brewer, a custom injection molder serving the medical, electronic
and
sports markets. From 2002 until 2004, Mr. Schafer was a supply chain and
inventory management consultant for small to mid-sized privately held plastic
companies. From 1999 to 2002, Mr. Schafer was Vice President of Purchasing
for
United Plastics Group, Inc., a manufacturer of custom injection molded plastic
parts and sub-assemblies serving the automotive, electronic, medical and
telecommunications markets.
There
are
no family relationships between Mr. Schafer and the Company’s directors,
executive officers or persons nominated or charged by the Company to become
directors or executive officers. There was no transaction during the last
two
years, or any proposed transactions, to which the Company was or is to be
a
party, in which Mr. Schafer had or is to have a direct or indirect material
interest.
Item
5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
See
Item
1.01.
Item
9.01 Financial Statements and Exhibits.
(c)
Exhibits
|
Exhibit
Number
|
|
Description
|
|
10.1
|
|
Employment
Agreement entered into as of July 22, 2005 by and between Patient
Safety
Technologies, Inc. and James
Schafer
|
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:
July 28, 2005 |
By: |
/s/
Milton Ault |
| |
Name:
Milton
“Todd” Ault, III
|
| |
Title:
Chief
Executive Officer |