Attached files
| file | filename |
|---|---|
| EX-99.1 - Patient Safety Technologies, Inc | v192952_ex991.htm |
| EX-10.1 - Patient Safety Technologies, Inc | v192952_ex101.htm |
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
July
26, 2010
Date
of Report (Date of earliest event reported)
PATIENT
SAFETY TECHNOLOGIES, INC.
(Exact
Name of Registrant as Specified in its Charter)
|
DELAWARE
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001-09727
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13-3419202
|
||
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(State
or Other Jurisdiction
|
(Commission
File Number)
|
(IRS
Employer
|
||
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of
Incorporation)
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Identification
No.)
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5
CAUFIELD PLACE, SUITE 102, NEWTOWN, PENNSYLVANIA 18940
(Address
of Principal Executive Offices) (Zip Code)
(215)
579-7789
(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 August 9, 2010 (the “Effective Date”),
Patient Safety Technologies, Inc., a Delaware corporation (the “Company”) entered
into an employment agreement with John A. Hamilton regarding his appointment to
the positions of Chief Operating Officer and Vice President of the Company (the
“Agreement”). The
Agreement was signed July 26, 2010 and in reliance on Instruction to Item
5.02(c) 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.
Hamilton.
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 a
specified advance written notice. Mr. Hamilton’s annual base salary
will be $185,000, to be increased to $210,000 for the remainder of the term when
the Company’s total operating income reaches zero or greater 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
375,000 shares of the Company’s common stock, and upon the six-month anniversary
of the Effective Date, 93,750 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. Upon a Change in Control, as such term is
defined in the Agreement, half of Mr. Hamilton’s then unvested stock options and
unvested deferred compensation will immediately vest.
The
Company may terminate Mr. Hamilton’s employment at any time without Cause and he
may resign for Good Reason, as such terms are defined in the
Agreement. Upon termination without Cause or resignation for Good
Reason, he may receive continued medical benefits and vesting of stock options,
as well as between three and six months of severance payments based on his
annual base salary at the time, depending on his term of employment with the
Company.
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 (c). Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Mr. John
A. Hamilton, 51, has accepted an offer of employment to serve as the
Company’s Chief Operating Officer and Vice President, effective as of August 9,
2010. Further disclosure responsive to this Item 5.02 is incorporated
herein by reference from Item 1.01 of this Report.
Prior to
joining the Company, Mr. Hamilton was the Senior Vice President of Process
Engineering and Quality Assurance for SRI Surgical since approximately 2006 and
Vice President of Process Engineering and Quality Assurance since approximately
2002. Mr. Hamilton joined SRI Surgical (formerly known as Sterile
Recoveries) in 1992 as Director of Product Development, expanding his role over
time to include product engineering, manufacturing, quality assurance,
development and implementation of new products and materials, process
development, support of operations and vendor relations.
2
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 August 9, 2010.
Item
9.01. Financial Statements and Exhibits.
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(d)
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Exhibits
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10.1
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Agreement,
effective as of August 9, 2010, between Patient Safety Technologies, Inc.
and John A. Hamilton
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99.1
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Press
release of Patient Safety Technologies, Inc. dated August 9, 2010
announcing the appointment of John A. Hamilton as Chief Operating Officer
and Vice President.
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3
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: August
9, 2010
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Patient
Safety Technologies, Inc.
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By:
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/s/ Marc L.
Rose
Marc
L. Rose
Chief
Financial Officer
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4
Exhibit
Index
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10.1
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Agreement,
effective as of August 9, 2010, between Patient Safety Technologies, Inc.
and John A. Hamilton.
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99.1
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Press
release of Patient Safety Technologies, Inc. announcing the appointment of
John A. Hamilton as Chief Operating Officer and Vice
President.
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5