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): November 1, 2006
PATIENT SAFETY TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 333-124594 13-3419202
(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) 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)
Copies to:
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))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On November 1, 2006, Patient Safety Technologies, Inc. (the "Registrant")
entered into an agreement with Trinity River Advisors, LLC ("TRA") for
turnaround services. Pursuant to the agreement, TRA will provide a situational
assessment of the Registrant's financial condition with particular reference to
assessment of immediate and short term cash needs and securing of bridge
financing, control of immediate and pending expenditures, and reduction of the
Registrant's cash burn while preserving corporate assets. Under the terms of the
agreement, TRA will act as Chief Restructuring Officer to take responsibility
for the Registrant's turnaround, commencing with the joint management of day to
day operations. TRA will produce a detailed restructuring plan for presenting to
the Registrant's Board of Directors, to satisfy both turnaround and growth
objectives of the Registrant including capitalization alternatives and
assessment of terminal value.
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On November 2, 2006, upon the authorization and approval of the audit
committee of its board of directors, the Registrant engaged Peterson & Co. LLP
("Peterson") as its independent registered public accounting firm. No
consultations occurred between the Registrant and Peterson during the years
ended December 31, 2005 and 2004 and through November 2, 2006 regarding either
(i) the application of accounting principles to a specific completed or
contemplated transaction, the type of audit opinion that might be rendered on
the Registrant's financial statements, or other information provided that was an
important factor considered by the Registrant in reaching a decision as to an
accounting, auditing or financial reporting issue, or (ii) any matter that was
the subject of disagreement under Item 304(a)(1)(iv), or a reportable event
requiring disclosure under Item 304(a)(1)(v) of Regulation S-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(C) EXHIBITS
EXHIBIT NUMBER
DESCRIPTION
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10.1 Letter Agreement entered into November 1, 2006 by and
between Trinity River Advisors, LLC and Patient Safety
Technologies, Inc.
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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: November 7, 2006 By: /s/ Lynne Silverstein
---------------------------------
Name: Lynne Silverstein
Title: President
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