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): May 1, 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)
|
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)
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.
As
of May
1, 2006, Herbert Langsam, a Class II Director of Patient Safety Technologies,
Inc. (the “Company”), loaned the Company $500,000. The loan is documented by a
$500,000 principal amount Secured Promissory Note (the “Note”) dated as of May
1, 2006 payable to the Herbert Langsam Irrevocable Trust. The Note accrues
interest at the rate of 12% per annum and has a maturity date of November 1,
2006. Interest is payable monthly on the 30th day of each calendar month. In
the
event of breach or default on any provision of the Note, the interest rate
will
increase to 16% per annum. Pursuant to the terms of a Security Agreement dated
May 1, 2006, the Company granted the Herbert Langsam Revocable Trust a security
interest in all of the Company’s assets as collateral for the satisfaction and
performance of the Company’s obligations pursuant to the Note. The Company’s
Board of Directors believes
the terms of the Note and the related Security Agreement are 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
|
|
Description
|
|
4.1
|
|
$500,000
principal amount Secured Promissory Note dated May 1, 2006 issued
to the
Herbert Langsam Irrevocable Trust
|
| |
|
|
|
10.1
|
|
Security
Agreement dated May 1, 2006 among the Herbert Langsam Revocable Trust
and
Patient Safety Technologies, Inc.
|
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:
May 5, 2006
|
By:
/s/
Lynne
Silverstein
|
| |
Name:
|
Lynne
Silverstein
|
| |
Title:
|
President
|