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): January 5, 2009
PATIENT
SAFETY TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-09727
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13-3419202
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
incorporation)
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Identification
No.)
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43460
Ridge Park Drive, Suite 140
Temecula,
California 92590
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: (951) 587-6201
________________________________
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under and of the following
provisions:
__ 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
5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
(b)
Effective January 5, 2009, William Adams, has agreed to resign as the President
and Chief Executive Officer of Patient Safety Technologies, Inc. (the
“Company”). Mr. Adams has also agreed to resign as an officer and
director of the Company’s subsidiary to which he served in such capacities, also
effective January 5, 2009. Mr. Adams has agreed to stay on with the
Company as a consultant.
(b)
Richard Bertran, has agreed to resign as President of SurgiCount Medical, Inc.,
the Company’s subsidiary, effective January 6, 2009. Mr. Bertran’s
departure from the Company arose from his desire to pursue other career
opportunities.
(c) On
January 5, 2009, the Company’s Board of Directors appointed David Bruce as its
President and Chief Executive Officer, effective immediately. Mr.
Bruce was also appointed to the Board of Directors. In connection
with this appointment, on January 5, 2009 the Company entered into an employment
agreement with Mr. Bruce (the “Agreement”).
The
Agreement has the following terms: Mr. Bruce will receive an initial
annual base salary of $325,000 and he is eligible to receive an incentive bonus
each fiscal year in the amount of not less than 25% of his annual base salary
for such year, with the payment of such bonus based on Mr. Bruce’s achievement
of performance objectives established by the Company’s Board of Directors each
fiscal year. The Agreement also provides for certain severance
arrangements for Mr. Bruce, beginning six months after the effective date of the
Agreement. In the event that Mr. Bruce’s employment is terminated
without cause the Company is required to pay Mr. Bruce (1) all accrued but
unpaid compensation; (2) severance payments based on his annual base salary for
a period of twelve months; (3) a pro-rated bonus for the year in
which termination occurred; and (4) payment of, or reimbursement for, the
continuation of his health and welfare benefits coverage pursuant to COBRA for a
twelve-month period following such termination or resignation date.
Pursuant
to the Agreement, the Company will also grant Mr. Bruce incentive stock options
to purchase 2,000,000 shares of the Company’ common stock. The
exercise price of the options will be the average closing price of the Company’s
common stock for the ten trading days prior to the effective date of the
Agreement. Upon the six-month anniversary of the effective date of
the Agreement, 250,000 Shares subject to the Option shall vest and become
exercisable and thereafter, the remaining shares will vest over a forty-two
month period at the rate of 1/48th of the
total shares per month. In addition, upon a change of control of the
Company that occurs during his employment, any unvested options shall become
fully vested and Mr. Bruce will receive a cash payment of two times his current
base salary.
Prior to joining the Company, Mr. Bruce, 49, was the Chief Executive
Officer of EP MedSystems, Inc. a developer of electrophysiology devices, which
was recently acquired by St. Jude Medical. Mr. Bruce’s experience
also includes nine years of increasing responsibility at Acuson Corporation and
the Ultrasound Division of Siemens, including as General Manager of the
intracardiac echo (ICE) catheter. He also served as Vice President,
Marketing for EVL, a laser vision correction company. Mr. Bruce
received an MBA from the Wharton School and BS in Mechanical Engineering from
the University of California, Berkeley.
The Company’s press release dated January 8, 2009 announcing the
appointment of Mr. Bruce as described above is filed herewith as Exhibit 99.1
and incorporated herein by reference.
Item 9.01 Financial Statements and
Exhibits
(d) Exhibits
99.1 Press Release dated January 8, 2009.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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PATIENT
SAFETY TECHNOLOGIES, INC.
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Date:
January 9, 2009
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By:
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/s/
Mary Lay
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Name:
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Mary
Lay
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Title:
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Interim
Chief Financial
Officer
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