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Patient
Safety Technologies, Inc.
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(Name
of Issuer)
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Common
Stock, par value $0.33
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(Title
of Class of Securities)
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70322H10
6
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(CUSIP
Number)
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Francis
Capital Management, LLC
Attn: John
P. Francis
2400
Broadway, Suite 220
Santa
Monica, California 90404
(310)
260-9708
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(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
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April
7, 2010
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(Date
of Event which Requires Filing of this
Statement)
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1.
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Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only)
Francis
Capital Management, LLC (95-4800797)
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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(b)
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
AF
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to
Items
2(d) or 2(e)
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6.
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Citizenship
or Place of Organization
California
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Number
of Shares Bene-ficially Owned
by
Each Reporting Person With
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7.
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Sole
Voting Power
3,206,840
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8.
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Shared
Voting Power
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9.
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Sole
Dispositive Power
3,206,840
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10.
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Shared
Dispositive Power
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
3,206,840
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
(See
Instructions)
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13.
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Percent
of Class Represented by Amount in Row (11)
13.7%
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14.
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Type
of Reporting Person (See Instructions)
IA
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1.
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Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only)
John
P. Francis
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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(b)
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
AF
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to
Items
2(d) or 2(e)
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6.
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Citizenship
or Place of Organization
United
States of America
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Number
of Shares Bene-ficially Owned
by
Each Reporting Person With
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7.
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Sole
Voting Power
3,206,840
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8.
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Shared
Voting Power
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||
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9.
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Sole
Dispositive Power
3,206,840
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10.
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Shared
Dispositive Power
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
3,206,840
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
(See
Instructions)
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|_|
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13.
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Percent
of Class Represented by Amount in Row (11)
13.7%
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14.
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Type
of Reporting Person (See Instructions)
IN,
HC
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1.
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Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only)
Catalysis
Partners, LLC (95-4801377)
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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(b)
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
WC
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to
Items
2(d) or 2(e)
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6.
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Citizenship
or Place of Organization
Delaware
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Number
of Shares Bene-ficially Owned
by
Each Reporting Person With
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7.
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Sole
Voting Power
1,718,864
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8.
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Shared
Voting Power
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||
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9.
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Sole
Dispositive Power
1,718,864
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10.
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Shared
Dispositive Power
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||
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
1,718,864
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
(See
Instructions)
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|_|
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13.
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Percent
of Class Represented by Amount in Row (11)
7.3%
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14.
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Type
of Reporting Person (See Instructions)
PN
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1.
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Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only)
Catalysis
Offshore, Ltd. (none)
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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(b)
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
WC
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to
Items
2(d) or 2(e)
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6.
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Citizenship
or Place of Organization
Cayman
Islands
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Number
of Shares Bene-ficially Owned
by
Each Reporting Person With
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7.
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Sole
Voting Power
1,335,336
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8.
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Shared
Voting Power
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9.
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Sole
Dispositive Power
1,335,336
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10.
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Shared
Dispositive Power
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||
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
1,335,336
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12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
(See
Instructions)
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|_|
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13.
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Percent
of Class Represented by Amount in Row (11)
5.7%
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14.
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Type
of Reporting Person (See Instructions)
CO, OO
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Item
1.
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Security
and Issuer
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Item
1 as previously filed is amended in its entirety with the
following paragraph:
This
Schedule 13D relates to the Common Stock, par value $0.33 (the “Common
Stock”), of Patient Safety Technologies, Inc. (the
“Issuer”). The warrants to purchase 45,000 shares of Common
Stock held by Catalysis Partners, LLC expired on November 3,
2009. The address of the principal executive offices of the
Issuer is 43460 Ridge Park Drive, Suite 140, Temecula, California
92590.
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Item
3.
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Source
and Amount of Funds or Other Consideration
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Item
3 as previously filed is amended in its entirety with the
following paragraph:
None
of the Reporting Persons has acquired any shares of Common Stock since the
filing of Amendment No. 1 to Schedule 13D.
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Item
4.
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Purpose
of Transaction
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Item
4 as previously filed is amended in its entirety with the following
paragraphs:
Currently,
the Reporting Persons have determined to attempt to change or influence
the control of the Issuer
and assert their stockholder rights. As of April 7,
2010, Catalysis LLC, Catalysis Ltd and FCM executed a Demand for Special
Meeting of Stockholders (the “Demand Letter”), a copy of which is attached
as Exhibit
B to this Amendment. As specified in the Demand Letter,
the Reporting Persons seek to remove five directors of the Issuer, remove
any directors appointed between the date of the Demand Letter and the
special meeting and repeal any By-law amendments adopted between the date
of the Demand Letter and the special meeting. The Reporting Persons may
determine to change their investment intent with respect to the Issuer in
the future.
Subject
to market conditions and other factors, the Reporting Persons may purchase
additional securities of the Issuer, maintain their present ownership of
securities or sell some or all of the securities. Except as described above in this
Item 4, the Reporting Persons do not have any plans or proposals that
relate to, or would result in, any actions or events specified in clauses
(a) through (j) of Item 4 to Schedule 13D.
The Reporting Persons intend to
vote their respective shares of Common Stock individually as each
Reporting Person deems appropriate from time to time. In determining
whether to sell or retain their shares of Common Stock, the applicable Reporting Person
will take into consideration such factors as it deems relevant, including,
without limitation, Issuer’s business and prospects, anticipated future
developments, existing and anticipated market conditions, general economic
conditions, and other opportunities available to the Reporting Person.
Each of the Reporting Persons reserves the right to acquire additional
securities of the Issuer in the open market, in privately negotiated
transactions, or otherwise, to dispose of all or a portion of its holdings
in Issuer’s securities, or to change their intention with respect to any
or all of the matters referred to in this Item
4.
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Item
5.
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Interest
in Securities of the Issuer
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Item
5 as previously filed is amended in its entirety with the following
paragraphs:
(a) Catalysis
LLC owns 1,718,864 shares of Common Stock (approximately 7.3% of the
outstanding shares of Common Stock of the Issuer. Catalysis Ltd owns
1,335,336 shares of Common Stock (approximately 5.7% of the outstanding
shares of Common Stock of the Issuer). FCM owns 152,640 shares
of Common Stock (approximately 0.6% of the outstanding shares of Common
Stock of the Issuer). Because FCM has sole voting and
investment power over Catalysis LLC’s and Catalysis Ltd’s security
holdings, and John P. Francis, in his role as the manager of FCM, controls
its voting and investment decisions, each of FCM and Mr. Francis may be
deemed to have beneficial ownership of the 3,206,840 shares of Common
Stock owned of record by Catalysis LLC, Catalysis, Ltd. and FCM, which
represent approximately 13.7% of the outstanding shares of Common
Stock.
All
ownership percentages are based on an assumed total of 23,456,063 issued
and outstanding shares of Common Stock of the Issuer as of March 29, 2010,
as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2009, as filed with the Securities and Exchange
Commission on March 31, 2010.
Mr.
Francis disclaims beneficial ownership of such shares of Common
Stock.
(b)
With respect to all of the shares of Common Stock that are held by
Catalysis LLC, Catalysis Ltd. and FCM, Mr. Francis has the sole power to
vote and dispose or direct the disposition of the Shares.
(c)
None of the Reporting Persons effected any transactions in the securities
of the Issuer during the past 60 days or since the most recent filing on
Schedule 13D.
(d)
Except as described above, no person is known to have the right to receive
or the power to direct the receipt of dividends from, or the proceeds from
the sale of, the securities of the Issuer.
(e)
Not applicable.
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Item
6.
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Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
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Item
6 as previously filed is amended in its entirety with the following
paragraph:
Except
for the joint filing agreement attached as Exhibit A,
there are no contracts, arrangements, understandings or relationships
among the Reporting Persons, or between the Reporting Persons and any
other person, with respect to the securities of the
Issuer.
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Item
7.
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Material
to Be Filed as Exhibits
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Joint
filing agreement pursuant to Rule 13d-1(k), attached as Exhibit
A.
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Catalysis
Partners, LLC, a Delaware limited liability
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company
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By:
Francis Capital Management, LLC, a California
limited
liability company
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its
Managing Member
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By:
/s/ John P.
Francis
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John
P. Francis, Managing Member
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Catalysis
Offshore, Ltd., a Cayman Islands exempted
company
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By:
Francis Capital Management, LLC, a California
limited
liability company
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its
Investment Manager
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By:
/s/ John P.
Francis
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John
P. Francis, Managing Member
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Francis
Capital Management, LLC, a California
limited
liability company
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By:
/s/ John P.
Francis
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John
P. Francis, Managing Member
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John
P. Francis
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By:
/s/ John P.
Francis
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John
P. Francis
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Catalysis
Partners, LLC, a Delaware limited liability
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company
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By:
Francis Capital Management, LLC, a California
limited
liability company
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|
its
Managing Member
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By:
/s/ John P.
Francis
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John
P. Francis, Managing Member
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Catalysis
Offshore, Ltd., a Cayman Islands exempted
company
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By:
Francis Capital Management, LLC, a California
limited
liability company
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|
its
Investment Manager
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By:
/s/ John P.
Francis
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John
P. Francis, Managing Member
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Francis
Capital Management, LLC, a California
limited
liability company
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By:
/s/ John P.
Francis
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John
P. Francis, Managing Member
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John
P. Francis
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By:
/s/ John P.
Francis
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John
P. Francis
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1.
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Removal,
without cause, of the following directors of the
Company:
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o
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Howard
Chase
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o
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Steven
Kane
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o
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Loren
McFarland
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o
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Eugene
Bauer
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o
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William
Hitchcock
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2.
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Removal,
without cause, of (i) any director of the Company appointed to fill a
vacancy created by the resignation of any of the foregoing directors named
in Proposal 1 above and (ii) any director of the Company appointed to fill
a vacancy caused by an increase in the size of the Board of Directors of
the Company that is effected between the date hereof and the conclusion of
the Special Meeting.
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3.
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Repeal
of any amendment to the bylaws of the Company adopted by the Board of
Directors between the date hereof and the conclusion of the Special
Meeting.
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