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Patient
Safety Technologies, Inc.
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(Name
of Issuer)
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Common
Stock, $0.33 par value
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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
429
Santa Monica Boulevard, Suite 320
Santa
Monica, California 90401
(310)
260-9708
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(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
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October
17, 2007
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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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||
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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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|_|
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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
2,035,200
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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
2,035,200
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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
2,035,200
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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)
14.7%
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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)
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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||
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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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|_|
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6.
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Citizenship
or Place of Organization
Delaware
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||
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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
2,035,200
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|
8.
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Shared
Voting Power
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||
|
9.
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Sole
Dispositive Power
2,035,200
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||
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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
2,035,200
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||
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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)
14.7%
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||
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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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||
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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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|_|
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6.
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Citizenship
or Place of Organization
Cayman
Islands
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||
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Number
of Shares Bene-ficially Owned
by
Each Reporting Person With
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7.
|
Sole
Voting Power
2,035,200
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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
2,035,200
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||
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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
2,035,200
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||
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12.
|
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)
14.7%
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||
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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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This
Schedule 13D relates to the Common Shares, $0.33 par value (the “Common
Stock”) and five-year warrants to purchase 763,200 shares of Common Stock
(the “Warrants”, and together with the Common Stock, the “Shares”) of
Patient Safety Technologies, Inc. (the “Issuer”). The address
of the principal executive offices of the Issuer is 1800 Century
Park
East, Suite 200, Los Angeles, CA 90067.
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Item
2.
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Identity
and Background
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(a)
This Schedule 13D is being filed on behalf of Francis Capital Management,
LLC, a California limited liability company (“FCM”); Catalysis Partners,
LLC, a Delaware limited liability company (“Catalysis LLC”); Catalysis
Offshore, Ltd., a Cayman Islands exempted company (“Catalysis Ltd.”)
(collectively, the “Reporting Persons”, and each, a “Reporting
Person”).
(b)
The address of each Reporting Person is 429 Santa Monica Boulevard,
Suite
320, Santa Monica, California 90401.
(c)
(i) The principal business of FCM is to act as the investment manager
for
Catalysis LLC and Catalysis Ltd, and its affiliated private investment
funds
(ii) The
principal business of Catalysis LLC and Catalysis Ltd is investing
in
securities.
(d)
None.
(e)
None.
(f)
(i) FCM is a Delaware limited liability company.
(ii) Catalysis
LLC is a Delaware limited liability company.
(iii)
Catalysis Ltd. is a Cayman Islands exempted company.
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Item
3.
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Source
and Amount of Funds or Other Consideration
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The
Reporting Persons expended approximately $1,590,000 (inclusive of
$90,000
of forgiveness of indebtedness owed by the issuer to FCM) of their
investment capital to acquire the Shares they hold.
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Item
4.
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Purpose
of Transaction
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The
purpose of the acquisition of the Shares was and is for investment
purposes, and the acquisition of the Shares by the Reporting Persons
was
made pursuant to that certain Securities Purchase Agreement, dated
as of
October 17, 2007, by and among Issuer, FCM and certain other purchasers
(the “Securities Purchase Agreement”). The Shares were
purchased in the ordinary course of business of the Reporting Persons
and
were not made for the purpose of acquiring control of the
Issuer. The Reporting Persons may purchase additional Shares,
maintain their present ownership of Shares or sell some or all of
the
Shares.
The
Reporting Persons have purchased the Shares for investment
purposes.
Pursuant
to the Securities Purchase Agreement, FCM was granted, along
with other potential investors in the offering, the right to
designate up to two individuals for appointment to the Issuer’s Board of
Directors, subject to approval of the Issuer’s Board of Directors, which
approval shall not be unreasonably withheld.
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.
However,
the Reporting Persons may, from time to time, evaluate various other
alternatives that they might consider in order to influence the
performance of the Issuer and the activities of its Board of
Directors. Depending on various factors, the Reporting Persons
may take such actions as they deem appropriate including, without
limitation, engaging in discussions with management and the Board
of
Directors of the Issuer, communicating with other stockholders, making
proposals to the Issuer concerning the capitalization and operations
of
the Issuer, purchasing additional shares of Common Stock or Warrants
or
selling some or all of their shares of Common Stock or Warrants or
seeking
to make a significant equity investment or to otherwise acquire the
Issuer.
The
Reporting Persons may also determine to change their investment intent
with respect to the Issuer in the future. 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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(a)
Catalysis LLC owns 648,000 shares of Common Stock and 388,800 Warrants,
for a total of 1,036,800 Shares (approximately 7.5% of the outstanding
shares of Common Stock of the Issuer, assuming a full exercise of
the
Warrants). Catalysis Ltd owns 552,000 shares of Common Stock
and 331,200 Warrants, for a total of 883,200 Shares (approximately
6.4% of
the outstanding shares of Common Stock of the Issuer, assuming a
full
exercise of the Warrants). FCM owns 72,000 shares of Common
Stock and 43,200 Warrants, for a total of 115,200 Shares (approximately
0.8% of the outstanding shares of Common Stock of the Issuer, assuming
a
full exercise of the Warrants). Because FCM has sole voting and
investment power over Catalysis LLC’s and Catalysis Ltd’s security
holdings, and Mr. Francis, in his role as the manager of FCM, controls
its
voting and investment decisions, each of Catalysis LLC, Catalysis
Ltd, FCM
and Mr. Francis may be deemed to have beneficial ownership of the
2,035,200 Shares owned of record by Catalysis LLC, Catalysis, Ltd.
and
FCM, which represent approximately 14.7% of the outstanding Shares,
assuming a full exercise of the Warrants.
All
ownership percentages are based on an assumed total of 13,863,910
issued
and outstanding shares of Common Stock of the Issuer, which includes
13,100,710 shares of Common Stock issued and outstanding as of October
17,
2007, as represented by the Issuer in the Securities Purchase Agreement,
plus the full exercise of the 763,200 issued pursuant to the Securities
Purchase Agreement.
Mr.
Francis disclaims beneficial ownership of such Shares.
(b)
With respect to all of the Shares 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.
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(c)
Except for the purchase of the Shares, none.
(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 Shares.
(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
|
|
The
Issuer also entered into a Registration Rights Agreement with FCM
and
other investors in the offering, pursuant to which the Issuer agreed
to
provide customary registration rights, including “piggy back” and demand
registration rights covering the shares issued under the Agreement
and the
shares issuable upon exercise of the Warrants.
Other
than as described herein, 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.
|
Material
to Be Filed as Exhibits
|
|
Joint
filing agreement pursuant to Rule 13d-1(k), attached as Exhibit
A.
|
| Catalysis Partners, LLC, a Delaware limited liability company | ||||
| By: Francis Capital Management, LLC, a California limited liability company | ||||
| its General Partner | ||||
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By:
|
/s/ John P. Francis | ||
|
John
P. Francis, Managing Director
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||||
| Catalysis Offshore, Ltd., a Cayman Islands exempted company | ||||
| By: Francis Capital Management, LLC, a California limited liability company | ||||
| its Manager | ||||
|
|
By:
|
/s/ John P. Francis | ||
|
John
P. Francis, Managing Director
|
||||
| Francis Capital Management, LLC, a California limited liability company | ||||
|
|
By:
|
/s/ John P. Francis | ||
|
John
P. Francis, Managing Director
|
||||
| Catalysis Partners, LLC, a Delaware limited liability company | ||||
| By: Francis Capital Management, LLC, a California limited liability company | ||||
| its General Partner | ||||
|
|
By:
|
/s/ John P. Francis | ||
|
John
P. Francis, Managing Director
|
||||
| Catalysis Offshore, Ltd., a Cayman Islands exemptedcompany | ||||
| By: Francis Capital Management, LLC, a California limited liability company | ||||
| its Manager | ||||
|
|
By:
|
/s/ John P. Francis | ||
|
John
P. Francis, Managing Director
|
||||
| Francis Capital Management, LLC, a California limited liability company | ||||
|
|
By:
|
/s/ John P. Francis | ||
|
John
P. Francis, Managing Director
|
||||