Unassociated Document
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): October 28,
2010
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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2
VENTURE, SUITE 350, IRVINE, CALIFORNIA 92618
(Address
of Principal Executive Offices) (Zip Code)
(951)
587-6201
(Registrant's
telephone number, including area code)
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.
Effective
as of October 22, 2010 (the “Effective Date”),
Patient Safety Technologies, Inc. (the “Company”) entered
into an employment agreement with David Dreyer regarding his appointment to the
positions of Chief Financial Officer and Vice President of the Company (the
“Agreement”). The
Agreement was signed October 22, 2010 and in reliance on Item 8.01 of Current
Report on Form 8-K, this Current Report is being filed concurrently with the
press release, included as Exhibit 99.1 to this Current Report and incorporated
herein by reference, announcing the appointment of Mr. Dreyer.
The term
of the Agreement is three years from the Effective Date, and automatically
extends for additional one-year terms thereafter unless either party delivers
written notice of non-extension to the other party at least ninety days prior to
the extension of the term. Mr. Dreyer’s annual base salary will be
$200,000, to be increased to $240,000 for the remainder of the term should the
Company generate positive operating income (as specifically defined in the
Agreement) for two consecutive fiscal quarters. He is also eligible
to participate in the Company’s executive bonus plan, under which the minimum
target bonus opportunity is 25% of his annual base salary. The
Company granted him a stock option for 450,000 shares of the Company’s common
stock, and upon the six-month anniversary of the Effective Date, 100,000 of
those shares will vest and become exercisable. The remaining shares
will vest over a 42-month period at a rate of 1/48th of the total shares per
month, with 100% of the option becoming exercisable on the fourth anniversary of
the Effective Date. The exercise price will be set at the weighted
average trading price of the Company’s common stock on the Executive’s first day
of employment, but not less than $0.75 per share. Based on that
formula, the exercise price was established at $0.75 per share.
The
foregoing description of the Agreement does not purport to be complete and is
qualified in its entirety by the full text of such agreement, which is filed as
Exhibit 10.1 hereto and incorporated by reference herein.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Mr.
Dreyer, age 53, has accepted an offer of employment to serve as the Company’s
Chief Financial Officer and Vice President, effective as of October 22,
2010. Prior to joining the Company, Mr. Dreyer was Chief Financial
Officer at Alphastaff Inc., a professional employment outsourcing company
specializing in outsourcing of human resources services, from August 2009
through September 2010, and Chief Financial Officer, Chief Accounting Officer
and Treasurer at AMN Healthcare, Inc., a healthcare staffing company, from
August 2004 through August 2009.
Further
disclosure responsive to this Item 5.02 is incorporated herein by reference from
Item 1.01 of this Report.
Item
8.01. Other Events.
Attached
hereto as Exhibit 99.1 and incorporated herein by reference is a copy of a press
release issued by the Company on October 26,
2010.
Item
9.01. Financial Statements and Exhibits.
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10.1
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Agreement,
effective as of October 22, 2010, between Patient Safety Technologies,
Inc. and David Dreyer.
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99.1
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Press
release of Patient Safety Technologies, Inc. dated October 26, 2010
announcing the appointment of David Dreyer as Chief Financial Officer and
Vice President.
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SIGNATURE
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 hereunto duly
authorized.
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Date:
October 28, 2010
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Patient Safety
Technologies, Inc. |
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By:
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/s/ Brian
E. Stewart |
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Brian
E. Stewart |
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President
and Chief Executive Officer
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Exhibit
Index
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10.1
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Agreement,
effective as of October 22, 2010, between Patient Safety Technologies,
Inc. and David Dreyer.
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99.1
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Press
release of Patient Safety Technologies, Inc. dated October 26, 2010
announcing the appointment of David Dreyer as Chief Financial Officer and
Vice President.
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