8-K
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): February 8, 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)
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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)
Copies
to:
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
February 8, 2006, Ault Glazer Bodnar Acquisition Fund, LLC (“AGB Acquisition
Fund”) loaned $686,944.76 to Automotive Services Group, LLC (“ASG”), an Alabama
limited liability company which is 50% owned by Ault Glazer Bodnar Merchant
Capital, Inc., a wholly owned subsidiary of Patient Safety Technologies, Inc.
(the “Company”). As consideration for the loan, ASG issued AGB Acquisition Fund
a secured promissory note in the principal amount of $686,944.76 (the “Note”)
and granted a real estate mortgage in favor of AGB Acquisition Fund relating
to
certain real property located in Jefferson County, Alabama (the “Property”). The
Note bears interest at the rate of 10% per annum and is due on April 10, 2006,
or within 30 days thereafter. As additional security for the performance of
ASG’s obligations pursuant to the Note, ASG granted AGB Acquisition Fund a
security interest in all personal property and fixtures located at the
Property.
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. The Company’s President and Secretary, Lynne
Silverstein, is Secretary and a 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 management believes the
loan from AGB Acquisition Fund is 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
9.01 Financial Statements and Exhibits.
(c)
Exhibits
Exhibit
Number
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Description
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Promissory
Note dated February 8, 2006 issued by Automotive Services Group,
LLC to
Ault Glazer Bodnar Acquisition Fund, LLC
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|
|
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Real
Estate Mortgage executed as of February 8, 2006 by Automotive Services
Group, LLC in favor of Ault Glazer Bodnar Acquisition Fund,
LLC
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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.
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PATIENT
SAFETY TECHNOLOGIES, INC. |
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Dated: February
14, 2006 |
By: |
/s/ LOUIS
GLAZER, M.D. |
|
|
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Name:
Louis Glazer, M.D., Ph.G.
Title:
Chief Executive Officer
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