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): April 5, 2005
Patient Safety Technologies, Inc.
(Exact name of registrant as specified in its charter)
Delaware 811-05103 13-3419202
(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) 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)
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):
|_| 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 April 5, 2005, Patient Safety Technologies, Inc. (the "Company")
entered into a consulting agreement with Health West Marketing Incorporated, a
California corporation ("Health West"). Under the agreement, Health West agreed
to help the Company establish a comprehensive manufacturing and distribution
strategy for the Company's Safety-Sponge(TM) System worldwide. The initial term
of the agreement is for a period of two years. After the initial two-year term,
the agreement will terminate unless extended by the parties for one or more
additional one-year periods.
In consideration for Health West's services, the Company agreed to
issue Health West 42,017 shares of the Company's common stock, to be issued as
follows: (a) 10,505 shares were issued upon signing the agreement; (b) if Health
West helps the Company structure a comprehensive manufacturing agreement with A
Plus Manufacturing by July 5, 2005, then the Company will issue Health West an
additional 15,756 shares; and (c) if Health West helps the Company develop a
regional distribution network to integrate the Safety-Sponge(TM) System into the
existing acute care supply chain by February 5, 2006, then the Company will
issue Health West the remaining 15,756 shares. As incentive for entering into
the agreement, the Company agreed to issue Health West a callable warrant to
purchase 150,000 (post 3:1 forward stock split) shares of the Company's common
stock at an exercise price of $5.95, exercisable for 5 years. In addition, the
Company agreed to issue a callable warrant to purchase 25,000 (post 3:1 forward
stock split) shares of the Company's common stock at an exercise price of $5.95,
exercisable upon meeting specified milestones. In the event of the death of Bill
Adams, who is Health West's Chief Executive Officer, the agreement will
automatically terminate. The Company may terminate the agreement at any time
upon delivery to Health West of notice of a good faith determination by the
Company's Board of Directors that the agreement should be terminated for cause
or as a result of disability of Mr. Adams. Health West may voluntarily terminate
the agreement only after expiration of the initial two-year term upon providing
30 days prior written notice to the Company.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits
Exhibit Number Description
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10.1 Consulting Agreement entered into as of April 5, 2005 by
and between Health West Marketing Incorporated and Patient
Safety Technologies, Inc.
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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.
Patient Safety Technologies, Inc.
Dated: April 11, 2005 By: /s/ Milton Ault
-------------------------
Name: Milton "Todd" Ault, III
Title: Chief Executive Officer
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