UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
Patient Safety Technologies, Inc.
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(Name of Issuer)
Common Stock, $0.33 par value
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(Title of Class Securities)
35252P105
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(CUSIP Number)
Milton "Todd" Ault, III (310) 895-7778
Ault Glazer Bodnar Investment Management LLC
1800 Century Park East, Suite 200, Los Angeles, CA 90067
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 13, 2006
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. |_|
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosure provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 13 pages
CUSIP No. 35252P105 SCHEDULE 13D
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1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Ault Glazer Bodnar Investment Management LLC
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) |_|
(b) |X|
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3. SEC Use Only
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4. Source of Funds (See Instructions) OO
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5. Check if Disclosure of Legal Proceeding Is Required Pursuant to Items
2(d) or 2(e) |_|
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6. Citizenship or Place of Organization Delaware
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7. Sole Voting Power 0
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8. Shared Voting Power 3,466,049
Number of Shares
Beneficially
Owned by Each ---------------------------------------------------------------
Reporting 9. Sole Dispositive Power 0
Person With: ------------------------------------
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10. Shared Dispositive Power 3,466,049-------------------------
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,466,049
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ||
13. Percent of Class Represented by Amount in Row (11) Approximately 54.6%
(based on approximately 6,351,454 shares outstanding as of August 15,
2006, as disclosed in Patient Safety Technologies Inc.'s ("PST")
quarterly report to shareholders on Form 10Q, as filed with the
Securities and Exchange Commission ("SEC") on August 21, 2006.
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14. Type of Reporting Person (See Instructions)
IA/HC
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Page 2 of 13 pages
CUSIP No. 35252P105 SCHEDULE 13D
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1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Milton C. Ault, III
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) |_|
(b) |X|
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3. SEC Use Only
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4. Source of Funds (See Instructions) OO and PF
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5. Check if Disclosure of Legal Proceeding Is Required Pursuant to Items
2(d) or 2(e) |_|
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6. Citizenship or Place of Organization USA
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7. Sole Voting Power 0
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8. Shared Voting Power 3,466,049 Number of
Shares Beneficially --------------------------------
Owned by Each ---------------------------------------------------------------
Reporting 9. Sole Dispositive Power 0
Person With: ------------------------------------
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10. Shared Dispositive Power 3,466,049
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,466,049-----------------------------------------------------------------------
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) |_|
13. Percent of Class Represented by Amount in Row (11) Approximately 54.6%
(based on approximately 6,351,454 shares outstanding as of August 15,
2006, as disclosed in PST's quarterly report to shareholders on Form
10Q, as filed with the SEC on August 21, 2006.
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14. Type of Reporting Person (See Instructions)
IN/HC
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Page 3 of 13 pages
CUSIP No. 35252P105 SCHEDULE 13D
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1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Louis Glazer, M.D.
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) |_|
(b) |X|
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3. SEC Use Only
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4. Source of Funds (See Instructions) OO and PF
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5. Check if Disclosure of Legal Proceeding Is Required Pursuant to Items
2(d) or 2(e) |_|
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6. Citizenship or Place of Organization USA
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7. Sole Voting Power 0
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Number of --------------------------------------------------------------
Shares 8. Shared Voting Power
Beneficially
Owned by Each 3,466,049
Reporting ---------------------------------------
Person With: ---------------------------------------------------------------
9. Sole Dispositive Power 0
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10. Shared Dispositive Power 3,466,049
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,466,049
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ||
13. Percent of Class Represented by Amount in Row (11) Approximately 54.6%
(based on approximately 6,351,454 shares outstanding as of August 15,
2006, as disclosed in PST's quarterly report to shareholders on Form
10Q, as filed with the SEC on August 21, 2006.
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14. Type of Reporting Person (See Instructions)
IN
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Page 4 of 13 pages
CUSI No. 35252P105 SCHEDULE 13D
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1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Melanie Glazer
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) |_|
(b) |X|
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3. SEC Use Only
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4. Source of Funds (See Instructions) OO and PF
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5. Check if Disclosure of Legal Proceeding Is Required Pursuant to Items
2(d) or 2(e) |_|
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6. Citizenship or Place of Organization USA
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7. Sole Voting Power 0
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Number of ---------------------------------------------------------------
Shares 8. Shared Voting Power
Beneficially 3,466,049
Owned by Each
Reporting ---------------------------------------
Person With: ---------------------------------------------------------------
9. Sole Dispositive Power 0
------------------------------------
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10. Shared Dispositive Power 3,466,049
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,466,049-----------------------------------------------------------------------
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ||
13. Percent of Class Represented by Amount in Row (11) Approximately 54.6%
(based on approximately 6,351,454 shares outstanding as of August 15,
2006, as disclosed in PST's quarterly report to shareholders on Form
10Q, as filed with the SEC on August 21, 2006.
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14. Type of Reporting Person (See Instructions)
IN
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Page 5 of 13 pages
Ault Glazer Bodnar Investment Management LLC, a Delaware limited liability
company ("Adviser"), Milton C. Ault, III ("Ault"), Louis Glazer and Melanie
Glazer (together, the "Glazers") pursuant to Rule 13d-2 of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), hereby file this amended
Schedule 13D (the "Statement") with the SEC amending Schedule 13D Amendment No.
10 filed on January 21, 2005 to reflect additional transaction history. Adviser,
Ault, and the Glazers are collectively referred to herein as the "Reporting
Persons".
Item 1. Security and Issuer
This Statement relates to the Common Stock, $0.33 par value (the "Common
Stock"), issued by Patient Safety Technologies, Inc. ("PST"), a Delaware
corporation, including shares of Common Stock issuable upon conversion of shares
of PST's Series A Convertible Preferred Stock, $1.00 par value (the "Preferred
Stock"). The principal executive offices of PST are located at 1800 Century Park
East, Suite 200, Los Angeles, CA 90067. Common Stock, Preferred Stock, warrants
or other rights to purchase PST securities are collectively referred to as
"Securities."
Item 2. Identity and Background
The Reporting Persons are as follows:
Name: Ault Glazer Bodnar Investment Management LLC
Place of Organization: Delaware
Principal Business: Investment Adviser
Address: 1800 Century Park East, Suite 200, Los Angeles, CA 90067
Criminal Proceedings: None
Applicable Civil, Judicial or Administrative Proceedings: None
Name: Milton C. Ault, III
Address: 1800 Century Park East, Suite 200, Los Angeles, CA 90067
Criminal Proceedings: None
Applicable Civil, Judicial or Administrative Proceedings: None
Citizenship: United States
Name: Louis Glazer, M.D.
Address: 1800 Century Park East, Suite 200, Los Angeles, CA 90067
Criminal Proceedings: None
Applicable Civil, Judicial or Administrative Proceedings: None
Citizenship: United States
Name: Melanie Glazer
Address: 1800 Century Park East, Suite 200, Los Angeles, CA 90067
Criminal Proceedings: None
Applicable Civil, Judicial or Administrative Proceedings: None
Citizenship: United States
Pursuant to Rule 13d-3 of the 1934 Act, the Adviser may be deemed to beneficial
own approximately 3,466,049 shares of PST Securities, held by certain
individually managed accounts and private investment funds (the "Advisory
Clients") over which Adviser holds discretionary voting and investment
authority. Adviser disclaims beneficial ownership of all shares of PST Common
Stock held on behalf of such Advisory Clients.
Ault is the Chief Investment Officer of the Adviser. Of the 3,466,049 PST
Securities, Ault personally owns 481,525 shares of PST Securities. As a result,
pursuant to Rule 13d-3 of the 1934 Act, Ault may be deemed to beneficially own
the shares of PST Securities beneficially owned by the Adviser as a result of
the executive positions he holds with such entity. Except for the 481,525 shares
of PST Securities held my Mr. Ault personally, Mr. Ault disclaims beneficial
ownership over all shares of PST Securities imputed to him by virtue of his
respective position with the Adviser.
The Glazers are being included in this Statement as a result of their ownership
percentage in the Adviser and their purchases of shares of Preferred Stock that
are convertible into shares of Common Stock. As a result, the Glazers may be
deemed to be members, together with Adviser and Ault, of a group that
beneficially own all of the Securities that is the subject of this Statement.
Based upon Ault's position with the Adviser, and pursuant to Rule 13d-5(b) of
the 1934 Act, each of the Adviser, Ault and Glazers may be deemed to be acting
as a group for the purpose of acquiring, holding, voting or disposing of shares
of PST Common Stock. As a result, each Reporting Person may individually be
deemed to beneficially own the aggregate number of shares of PST Common Stock
collectively held by all of the Reporting Persons. Each of Ault, the Adviser and
the Glazers disclaim beneficial ownership of all shares of PST Securities
imputed to them by virtue of their designation as members of a group under Rule
13d-5(b) of the 1934 Act.
Item 3. Source and amount of Funds or other Consideration
The aggregate amount of funds used by Adviser to purchase shares of PST
Securities as indicated in the chart in Item 5 was approximately $950,000.00.
Such amount was derived from the Advisory Clients.
Item 4. Purpose of Transaction
The Reporting Persons are filing this Schedule 13D to reflect the increase in
the Reporting Persons' relative beneficial ownership of the Issuers' outstanding
shares of Common Stock, resulting from such additional purchases, as required by
Rule 13d-2(a) of the 1934 Act.
Subject to availability at prices deemed favorable, the Reporting Persons may
acquire additional shares of Common Stock of PST from time to time in the open
market, in privately negotiated transactions or otherwise. The Reporting Persons
may also dispose of shares of Common Stock of PST from time to time in the open
market, in privately negotiated transactions or otherwise. The Reporting Person
or persons affiliated therewith may also enter into transactions directly with
PST with respect to the acquisition or disposition of shares, or otherwise.
Except as set forth above, the Reporting Persons have no present plans or
intentions that relate to or that would result in any of the transactions
described in clauses (a) through (j) of Item 4 of Schedule 13D.
Although the foregoing represents the range of activities presently contemplated
by the Reporting Persons with respect to PST and the Common Stock, it should be
noted that the possible activities of the Reporting Persons are subject to
change at any time.
As a result of the purchases of the Preferred Stock, the Reporting Persons own
approximately 98.2% of the outstanding shares of Preferred Stock and are
entitled, pursuant to the provisions of PST's certificate of incorporation, to
elect 2 of the 5 members of PST's board of directors.
Item 5. Interest in Securities of the Issuer
(a) Pursuant to Rule 13d-5(b) of the 1934 Act, each Reporting Person may be
deemed as an individual to beneficially own the aggregate number of shares held
by the Reporting Persons as a group. As a result, each Reporting Person may be
deemed to beneficially own, as of the date hereof, approximately 3,466,049
shares of PST Securities, representing approximately 54.6% of PST's total number
of outstanding shares. The percentage of Securities owned, as reported in this
Statement, was calculated based upon the total number of outstanding shares as
of August 15, 2006 (6,351,454) as disclosed in PST's quarterly report to
shareholders on Form 10Q, as filed with the SEC on August 21, 2006, which
represents the most recent available public filing containing such information.
(1) Adviser owned 3,466,049 shares (54.6%)
(2) Ault owned 3,466,049 shares (54.6%)
(3) Louis Glazer owned 3,466,049 shares (54.6%)
(4) Melanie Glazer owned 3,466,049 shares (54.6%)
(b) The responses of the Reporting Persons to Items 7 through 11 of the
portions of the cover page of this Schedule 13D which relate to beneficial
ownership of shares of the Securities are incorporated herein by reference.
(c) Below is a list of each transaction in shares of PST Common Stock that
involved a Reporting Person during the previous sixty days.
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Transaction Amount Bought or Transaction
Name Transaction Date Company Type Sold Price Broker
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Ault Glazer Bodnar Investment Management, LLC 5/24/06 Patient Safety Sell 26,100 3.0094 JEFF
Technologies, Inc.
Ault Glazer Bodnar Investment Management, LLC 5/24/06 Patient Safety Buy 24,800 3.03 JEFF
Technologies, Inc.
Ault Glazer Bodnar Investment Management, LLC 6/12/06 Patient Safety Sell 5,000 2.8899 JEFF
Technologies, Inc.
Ault Glazer Bodnar Investment Management, LLC 6/12/06 Patient Safety Buy 5,000 2.939 JEFF
Technologies, Inc.
Ault Glazer Bodnar Investment Management, LLC 6/16/06 Patient Safety Sell 3,000 2.7895 JEFF
Technologies, Inc.
Ault Glazer Bodnar Investment Management, LLC 6/30/06 Patient Safety Sell 74 2.8877 JEFF
Technologies, Inc.
Ault Glazer Bodnar Investment Management, LLC 7/5/06 Patient Safety Sell 1,500 2.9299 JEFF
Technologies, Inc.
Ault Glazer Bodnar Investment Management, LLC 7/6/06 Patient Safety Sell 1,700 2.8193 JEFF
Technologies, Inc.
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Transaction Amount Bought or Transaction
Name Transaction Date Company Type Sold Price Broker
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Ault Glazer Bodnar Investment Management, LLC 7/6/06 Patient Safety Buy 9,300 2.8414 JEFF
Technologies, Inc.
Ault Glazer Bodnar Investment Management, LLC 7/7/06 Patient Safety Buy 4,600 2.8071 JEFF
Technologies, Inc.
Ault Glazer Bodnar Investment Management, LLC 7/10/06 Patient Safety Sell 1,300 2.7845 JEFF
Technologies, Inc.
Ault Glazer Bodnar Investment Management, LLC 7/10/06 Patient Safety Buy 1,500 2.8427 JEFF
Technologies, Inc.
Ault Glazer Bodnar Investment Management, LLC 7/11/06 Patient Safety Buy 2,000 2.7915 JEFF
Technologies, Inc.
Ault Glazer Bodnar Investment Management, LLC 7/13/06 Patient Safety Buy 11,000 2.9727 JEFF
Technologies, Inc.
Ault Glazer Bodnar Investment Management, LLC 7/24/06 Patient Safety Sell 300 2.6017 JEFF
Technologies, Inc.
Ault Glazer Bodnar Investment Management, LLC 8/3/06 Patient Safety Buy 400 $2.2400 JEFF
Technologies, Inc.
Ault Glazer Bodnar Investment Management, LLC 8/3/06 Patient Safety Buy 4,000 $2.2102 JEFF
Technologies, Inc.
Ault Glazer Bodnar Investment Management, LLC 8/3/06 Patient Safety Sell 300 $2.34 JEFF
Technologies, Inc.
Ault Glazer Bodnar Investment Management, LLC 8/7/06 Patient Safety Buy 1,900 $2.15 JEFF
Technologies, Inc.
Ault Glazer Bodnar Investment Management, LLC 8/8/06 Patient Safety Buy 9,000 $1.9656 JEFF
Technologies, Inc.
Ault Glazer Bodnar Investment Management, LLC 8/10/06 Patient Safety Buy 3,000 $1.7738 JEFF
Technologies, Inc.
Ault Glazer Bodnar Investment Management, LLC 8/11/06 Patient Safety Buy 7,500 $1.9861 JEFF
Technologies, Inc.
Ault Glazer Bodnar Investment Management, LLC 8/16/06 Patient Safety Sell 250 $1.950 JEFF
Technologies, Inc.
Ault Glazer Bodnar Investment Management, LLC 8/17/06 Patient Safety Sell 700 $1.910 JEFF
Technologies, Inc.
Ault Glazer Bodnar Investment Management, LLC 8/22/06 Patient Safety Buy 15,300 $1.9906 JEFF
Technologies, Inc.
Ault Glazer Bodnar Investment Management, LLC 8/24/06 Patient Safety Buy 3,000 $1.9867 JEFF
Technologies, Inc.
Ault Glazer Bodnar Investment Management, LLC 8/29/06 Patient Safety Buy 500 $1.86 JEFF
Technologies, Inc.
(d) Not Applicable.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Client Accounts of Adviser
Except as otherwise set forth in this Statement, the Reporting Persons have no
contracts, arrangements, understandings or relationships with respect to the
securities of PST. On January 9, 2006, Ault resigned as the Chief Executive
Office and Chairman of PST. PST and Ault entered into a Severance Agreement
dated May 24, 2006, in which Ault received cash and stock compensation (a copy
of such Severance Agreement is attached hereto as Exhibit A). As of July 11,
2006, Ault is the current CEO and a director of PST. On June 27, 2006, the board
of directors (the "Board") of PST approved to pay the remainder of Ault's cash
compensation under such Severance Agreement in shares of PST common stock as
employment compensation (a copy of Ault's employment agreement is attached
hereto as Exhibit B).
The Glazers are being included in this Statement as a result of their ownership
percentage in certain of the Advisory Clients and their purchases of shares of
Preferred Stock that are convertible into shares of Common Stock. As a result,
the Glazers may be deemed to be members, together with Adviser and Ault, of a
group that beneficially own all of the Securities that is the subject of this
Statement.
In addition to its role as discretionary investment advisor for the Advisory
Clients referenced in this Statement, Adviser acts as a passive investment
advisor for certain additional client accounts of Advisor (the "Client
Accounts") that beneficially own shares of PST Common Stock. Previously, the
Reporting Persons reported shares of PST Common Stock held by these Client
Accounts as being indirectly beneficially owned by one or more of the Reporting
Persons. However, Adviser's agreement with these Client Accounts clearly
specifies that Advisor has no authority to direct the buying, selling or voting
of any of the shares of PST Common Stock held by such Client Accounts. As a
result, the Reporting Persons specifically disclaim beneficial ownership of all
shares of PST Common Stock held by the Client Accounts, other than shares
attributable to the Glazers' individual ownership interests in such Client
Accounts.
PST also has entered into certain loan agreements with private funds that are
Advisory Clients of the Adviser. Pursuant to such agreements, the Advisory
Clients have certain rights to convert the principal and interest due on such
loans into stock of PST.
Item 7. Material to Be Filed as Exhibits
Exhibit A: Joint Filing Agreement Pursuant to Rule 13d-1
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Statement is true, complete and correct.
Date: August 30, 2006
Ault Glazer Bodnar Investment Management LLC
Ault Glazer Bodnar Investment
Management LLC
/s/ Milton C. Ault III
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Milton C. Ault, III, Manager
Milton C. Ault, III
/s/ Milton C. Ault III
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Louis Glazer, M.D.
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/s/ Louis Glazer, M.D.
Melanie Glazer
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/s/ Melanie Glazer
EXHIBIT A
Joint Filing Agreement Pursuant to Rule 13d-1
This agreement is made pursuant to Rule 13d-1(k)(1) under the Securities and
Exchange Act of 1934 (the "Act") by and among the parties listed below, each
referred to herein as a "Joint Filer". The Joint Filers agree that a statement
of beneficial ownership as required by Sections 13(g) or 13(d) of the Act and
the Rules thereunder may be filed on each of their behalf on Schedule 13G or
Schedule 13D, as appropriate, and that said joint filing may thereafter be
amended by further joint filings. The Joint Filers state that they each satisfy
the requirements for making a joint filing under Rule 13d-1.
Date: August 30, 2006
Ault Glazer Bodnar Investment
Management LLC
/s/ Milton C. Ault III
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Milton C. Ault, III, Manager
Milton C. Ault, III
/s/ Milton C. Ault III
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Louis Glazer, M.D.
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/s/ Louis Glazer, M.D.
Melanie Glazer
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/s/ Melanie Glazer