UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K/A
Amendment
No. 3
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ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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FOR THE
FISCAL YEAR ENDED DECEMBER 31, 2007
OR
¨
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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FOR THE
TRANSITION PERIOD
FROM TO
COMMISSION
FILE
NUMBER: 001-09727
PATIENT
SAFETY TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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13-3419202
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(State
of Incorporation)
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(I.R.S.
Employer Identification Number)
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43460
Ridge Park Drive, Suite 140, Temecula, CA 92591
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(Address
of principal executive offices) (Zip
Code)
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Registrant’s
telephone number, including area code: (951) 587-6201
Securities registered pursuant to
Section 12(b) of the Act: None
Securities
registered pursuant to Section 12(g) of the Act:
Title of each class
Common
Stock, par value $0.33 per share
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Name of each exchange on which
registered
OTC
Bulletin Board
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Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes ¨
No x .
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. ¨
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
past 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes x
No ¨ .
Indicate
by check mark, if disclosure of delinquent filers in response to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of “accelerated
filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
one):
Large
accelerated filer ¨
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Accelerated
filer ¨
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Non-accelerated
filer x
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2) of the Act. Yes ¨
No x .
As of
April 11, 2008, 12,079,602 shares of the issuer's Common Stock were outstanding.
The aggregate market value of the voting stock held by non-affiliates on April
11, 2008 was approximately $9,303,000 based on the average of the bid and asked
prices of the issuer's common stock in the over-the-counter market on such date
as reported by the OTC Bulletin Board.
EXPLANATORY
NOTE
Patient
Safety Technologies, Inc. (the “Company”) is filing this Amendment No. 3 on
Form 10-K/A (this “Amendment”) to its Annual Report on Form 10-K for the fiscal
year ended December 31, 2007, which was originally filed on April 15, 2008 (the
“Original Filing”).
The
purpose of this Amendment is to correct the omission of the signature page. The
current Chief Executive Officer and Interim Chief Financial Officer, who are
signing of behalf of the Company, took their respective positions with the
Company on January 5, 2009 and October 13, 2008, respectively. They have
reviewed the auditors report and the internal auditors report for the Company’s
fiscal year ended December 31, 2007 as part of the process to provide the
certifications. This Amendment amends and restates in their entirety only the
cover page and Exhibit 31.1 and 31.2. This Amendment does not affect
any other parts of Form 10-K or exhibits to the Original Filing, and those
unaffected parts or exhibits are not included in this Amendment.
Except as
expressly stated herein, this Amendment continues to speak as of the date of the
Original Filing and the Company has not updated the disclosure contained herein
to reflect events that have occurred since the filing of the Original
Filing. Accordingly, this Amendment should be read in conjunction
with the Company’s other filings, if any, made with the Securities and Exchange
Commission subsequent to the filing of the Original Filing, including any
amendments to those filings.
SIGNATURES
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, thereunto
duly authorized.
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PATIENT
SAFETY TECHNOLOGIES, INC. |
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Date:
March 13, 2009
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By:
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/s/
Mary A. Lay |
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Name: Mary
A. Lay |
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Title:
Interim Chief Financial Officer |
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Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
Signature
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Title
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Date
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/s/
Steven H. Kane
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Chairman
of the Board
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March
13, 2009
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Steven
H. Kane
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/s/
David I. Bruce
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Director
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March
13, 2009
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David
I. Bruce
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/s/
John Francis
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Director
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March
13, 2009
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John
Francis
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/s/
Louis Glazer, M.D., Ph.G
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Director
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March
13, 2009
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Louis
Glazer, M.D., Ph.G
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/s/
Herbert Langsam
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Director
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March
13, 2009
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Herbert
Langsam
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/s/
Wayne Lin
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Director
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March
13, 2009
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Wayne
Lin
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