As filed with the Securities and Exchange Commission on May 3, 2005
Reg. No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PATIENT SAFETY TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3419202
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)
100 Wilshire Blvd., Ste. 1500, Santa Monica, CA 90401
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(Address of principal executive offices) (Zip Code)
CONSULTING AGREEMENTS AND
STOCK OPTION AND RESTRICTED STOCK PLAN
(full time of the plan)
Milton "Todd" Ault III, Chief Executive Officer
100 Wilshire Blvd., Ste. 1500
Santa Monica, CA 90401
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(Name and address of agent for service)
(310) 752-1416
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED (1) SECURITY (2) OFFERING PRICE REGISTRATION FEE
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Common Stock, $.33 par value 217,017 (3) $4.065 $882,174.10 $103.83
Common Stock, $.33 par value 100,000 (4) $4.065 $406,500.00 $ 47.84
Common Stock, $.33 par value 150,000 (5) $4.065 $609,750.00 $ 71.77
Common Stock, $.33 par value 78,000 (6) $4.065 $317,070.00 $ 37.32
Common Stock, $.33 par value 1,319,082 (7) $4.065 $5,362,068.30 $631.12
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Total 1,864,099 $4.065 $7,577,562.40 $891.88
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this registration statement also coves an indeterminate amount of
interests to be offered or sold pursuant to the Health West Marketing
Consulting Agreement described herein.
(COVER CONTINUES ON FOLLOWING PAGE)
(2) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(c) and Rule 457(g) under the Securities Act of
1933, using the average of the high and low prices as reported on the
American Stock Exchange on April 29, 2005, which was $4.065 per share.
(3) Includes 42,017 shares of common stock and 175,000 shares of common stock
issuable upon exercise of common stock purchase warrants, issuable to Bill
Adams pursuant to a consulting agreement dated April 5, 2005 with Health
West Marketing Incorporated.
(4) Represents 100,000 shares of common stock issuable to David Long upon
exercise of common stock purchase warrants, pursuant to a consulting
agreement dated April 1, 2005 with Crescent Communications.
(5) Includes: (a) 60,000 shares of common stock issuable to David Moss upon
exercise of common stock purchase warrants; (b) 60,000 shares of common
stock issuable to Patrick Gaynes upon exercise of common stock purchase
warrants; and (c) 30,000 shares of common stock issuable to Tom DuHamel
upon exercise of common stock purchase warrants. Shares of common stock
are issuable upon exercise of common stock warrants issuable pursuant to a
consulting agreement dated October 18, 2004 with Aegis Securities Corp.
(6) Represents 78,000 shares of common stock issuable to William B. Horne upon
exercise of stock options issuable pursuant to a consulting agreement
dated December 10, 2004 with Apex Financial Management Services L.L.C.
(7) Represents 1,319,082 shares underlying the Registrant's March 30, 2005
Stock Option and Restricted Stock Plan.
EXPLANATORY NOTE
This Registration Statement on Form S-8 relates to the issuance of: (1)
up to 217,017 shares of common stock pursuant to a Consulting Agreement dated
April 5, 2005 by and between Health West Marketing Incorporated, a California
corporation, and Patient Safety Technologies, Inc. (the "Registrant"); (2) up to
100,000 shares of common stock pursuant to a consulting agreement dated April 1,
2005 among the Registrant and Crescent Communications; (3) up to 150,000 shares
of common stock pursuant to a consulting agreement dated October 18, 2004 with
among the Registrant and Aegis Securities Corp.; (4) up to 78,000 shares of
common stock pursuant to a consulting agreement dated December 10, 2004 with
Apex Financial Management Services L.L.C.; and (5) the issuance of up to
1,319,082 shares of common stock pursuant to the Registrant's March 30, 2005
Stock Option and Restricted Stock Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Information required by Part I of Form S-8 to be contained in a
prospectus meeting the requirements of Section 10(a) of the Securities Act of
1933, as amended (the "Securities Act"), is not required to be filed with the
Securities and Exchange Commission and is omitted from this registration
statement in accordance with the explanatory note to Part I of Form S-8 and Rule
428 of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant hereby incorporates by reference into this Registration
Statement the documents listed below. In addition, all documents subsequently
filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934 (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents:
o Reference is made to the Registrant's annual report on Form 10-K for
the year ended December 31, 2004, as filed with the Securities and
Exchange Commission on March 30, 2005, which is hereby incorporated
by reference.
o Reference is made to the Registrant's current report on Form 8-K
dated March 30, 2005, as filed with the Securities and Exchange
Commission on April 5, 2005, which is hereby incorporated by
reference.
o Reference is made to the Registrant's current report on Form 8-K
dated April 5, 2005, as filed with the Securities and Exchange
Commission on April 11, 2005, which is hereby incorporated by
reference.
o Reference is made to the Registrant's current report on Form 8-K
dated April 7, 2005, as filed with the Securities and Exchange
Commission on April 13, 2005, which is hereby incorporated by
reference.
o Reference is made to the Registrant's current report on Form 8-K
dated April 22, 2005, as filed with the Securities and Exchange
Commission on April 26, 2005, which is hereby incorporated by
reference.
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o The description of the Registrant's common stock is incorporated by
reference to the Registrant's Registration Statement on Form 8-B, as
amended (File No. 87 21 7251), initially filed with the Securities
and Exchange Commission on October 14, 1987.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 ("Section 145") of the Delaware General Corporation Law, as
amended (the "DGCL"), permits indemnification of directors, officers, agents and
controlling persons of a corporation under certain conditions and subject to
certain limitations. Section 145 empowers a corporation to indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding whether civil, criminal,
administrative or investigative, by reason of the fact that he or she is or was
a director, officer or agent of the corporation or another enterprise if serving
at the request of the corporation. Depending on the character of the proceeding,
a corporation may indemnify against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with such action, suit or proceeding if the person indemnified
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to, the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful. In the case of an action by or in the right of the
corporation, no indemnification may be made with respect to any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine that despite the
adjudication of liability such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper. Section 145
further provides that to the extent a present or former director or officer of a
corporation has been successful in the defense of any action, suit or proceeding
referred to above or in the defense of any claim, issue or matter therein, such
person shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection therewith.
The Registrant's Amended and Restated Certificate of Incorporation, as
amended (the "Charter"), provides that no current or former director of the
Registrant shall be personally liable to the Registrant or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability: (a) for any breach of the director's duty of loyalty to the
Registrant or its stockholders; (b) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (c) under
Section 174 of the DGCL; or (d) for any transaction from which the director
derived any improper personal benefit. The Registrant's Charter also authorizes
the Registrant, to the fullest extent permitted by applicable law, to provide
indemnification of, and advanced expenses to, the Registrant's agents and any
other persons to which the DGCL permits.
In accordance with Section 145, the Registrant's Bylaws provide that
the Registrant shall indemnify its officers and directors, and any employee who
serves as an officer or director of any corporation at the Registrant's request.
According to Article IV of the Bylaws, directors and officers as well as
employees and individuals may be indemnified against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement in connection
with specified actions, suits or proceedings, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation as a derivative action) if they acted in good faith and in a manner
they reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
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ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
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5.1 Opinion of Sichenzia Ross Friedman Ference LLP.
10.1 Consulting Agreement entered into as of April 5, 2005 by and
between Health West Marketing Incorporated and Patient Safety
Technologies, Inc. (Incorporated by reference to the
Registrant's Form 8-K, filed with the Securities and Exchange
Commission on April 11, 2005).
10.2 Agreement dated April 1, 2005 with Crescent Communications.
10.3 Agreement dated October 18, 2004 with Aegis Securities Corp.
10.4 Consulting Agreement entered into as of December 10, 2004 by
and among Franklin Capital Corporation (n/k/a Patient Safety
Technologies, Inc.) and Apex Financial Management Services
L.L.C.
10.5 Stock Option and Restricted Stock Plan effective March 30,
2005
23.1 Consent of Sichenzia Ross Friedman Ference LLP is contained in
Exhibit 5.1.
23.2 Consent of Rothstein, Kass & Company, P.C, independent
registered public accounting firm.
23.3 Consent of Ernst & Young LLP, independent registered public
accounting firm.
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ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration Statement:
To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer, or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Santa Monica, California on May 3, 2005.
PATIENT SAFETY TECHNOLOGIES, INC.
By: /s/ Milton Ault
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Milton "Todd" Ault, III
Chief Executive Officer,
Acting Chief Financial Officer and
Principal Accounting Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement on Form S-8 has been signed by the following persons in
the capacities and on the date indicated:
SIGNATURE TITLE DATE
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/s/ Milton Ault
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Milton "Todd" Ault, III Chairman of the Board May 3, 2005
/s/ Alice M. Campbell
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Alice M. Campbell Director May 3, 2005
/s/ Lytle Brown III
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Brigadier General (Ret.) Director May 3, 2005
Lytle Brown III
/s/ Louis Glazer, M.D.
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Louis Glazer, M.D., PH.G. Director May 3, 2005
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