EX-99.1
5
v085318_ex99-1.htm
patient
safety
technologies,
inc.
Company
Contact:
William
Horne
951.587.6201
27555
Ynez Road, Suite No
330
Temecula,
CA 92591
951.587.6201
tel
951.587.6237
fax
patientsafetytechnologies.com
Patient
Safety Technologies Restructures $2.95 Million of Existing Debt and Accrued
Interest
Tuesday,
August 14, 2007, 9:00 am ET
PST
Restructures Short-Term and Long-Term Debt held by Ault Glazer Capital Partners,
LLC
TEMECULA,
Calif., August 14, 2007 -- Patient Safety Technologies, Inc. (OTC:PSTX.OB)
announced today that on August 10, 2007 it entered into definitive agreements
restructuring all of the Company's debt held by Ault Glazer Capital Partners,
LLC (the "Fund"). Prior to the restructuring, the Company owed the Fund
approximately $2.95 million in principal and accrued interest, which was
advanced under the terms of three separate agreements: (1) a Revolving Credit
Facility of $420,000, (2) a Secured Promissory Note of $780,000, and (3) a
Secured Promissory Note of $1.75 million.
The
Revolving Credit Facility, which was in default, was converted into 337,439
shares of the Company's common stock at a conversion price of $1.25 per share.
The other two Secured Promissory Notes, one of which was in default, were
combined into a single Convertible Secured Promissory Note in the principal
amount of $2.53 million with an effective date of June 1, 2007. The
promissory note bears interest at the rate of 7% per annum and is due on the
earlier of December 31, 2010, or the occurrence of an event of default. In
the
event that the average closing price of the Company's common stock is in excess
of $5.00 per share for thirty (30) consecutive trading days, the Company will
have the right to redeem the promissory note in shares or in cash. In the event
of a redemption in shares, the principal is convertible into shares of the
Company's common stock at a conversion price of $2.50. The promissory note is
secured by all of the Company's assets. Should the Company raise up to
$2,000,000 in a new credit facility, including any replacement credit
facilities, the Fund is required to subordinate its security interest in favor
of the new credit facility.
"This
debt restructuring, combined with the previously announced asset sales, will
dramatically strengthen our balance sheet. The cumulative effect of these
transactions provides the Company the ability to retire up to $3.1 million
in
short-term debt and related accrued interest, convert $780,000 in short-term
debt to long-term debt, and reduce the interest rates on the Fund's original
Secured Promissory Notes to 7% from the existing rates which range between
10%
and 11.25%. As we continue to execute on our stated restructuring plan of
transforming the Company into a pure
health-care company we are able to reallocate existing resources towards the
development of SurgiCount's Safety-Sponge™ System,"
said
William B. Horne, CEO of PST.
About
SurgiCount Medical, Inc.
SurgiCount
Medical, Inc. is a developer and manufacturer of patient safety products and
services. The SurgiCount Safety-Sponge™ System is a patented turn-key array of
modified surgical sponges, line-of-sight scanning SurgiCounters, and PrintPAD
printers integrated together to form a comprehensive counting and documentation
system. The Safety-Sponge System works much like a grocery store checkout
process: Every surgical sponge and towel is affixed with a unique inseparable
two-dimensional data matrix bar code and used with a SurgiCounter to scan and
record the sponges during the initial and final counts. Because each sponge
is
identified with a unique code, a SurgiCounter will not allow the same sponge
to
be accidentally counted more than one time. When counts have been completed
at
the end of a procedure, the system will produce a printed report, or can be
modified to work with a hospital's paperless system. The Safety-Sponge System is
the only FDA 510k approved computer assisted sponge counting system. For more
information, please contact SurgiCount at (951) 587-6201, or visit www.surgicountmedical.com.
About
Patient Safety Technologies
Patient
Safety Technologies, Inc. focuses on the acquisition of controlling interests
in
companies and the research and development of products and services in the
health care and medical products field, particularly the patient safety markets.
Its wholly-owned subsidiary, SurgiCount Medical, Inc., is a developer and
manufacturer of patient safety products and services.
About
Ault Glazer Capital Partners
Ault
Glazer Capital Partners is a shareholder activist / private equity
fund.
The
fund's strategy is to view each potential investment or acquisition from the
perspective of a financial acquirer with
a
targeted return on investment that looks to maximize and monetize undervalued
assets,
with a
definable exit strategy and timetable for divesting. AGCP
will also
target
operating companies that could become strategic, core, long-term holdings that
contribute positive
cash flows and revenues for
many
years.
The fund develops its portfolio by identifying undervalued and or
underperforming public and private companies in health care, financial services,
media, consumer services and products, energy and insurance.
Forward-Looking
Statements
This
press release contains certain forward-looking statements. These forward-looking
statements can generally be identified as such because the context of the
statement will include words such as Patient Safety Technologies plans, expects,
should, believes, anticipates or words of similar import. Stockholders,
potential investors and other readers are cautioned that these forward-looking
statements are predictions based only on current information and expectations
that are inherently subject to risks and uncertainties that could cause future
events or results to differ materially from those set forth or implied by the
forward-looking statements. Certain of those risks and uncertainties are
discussed in our filings with the Securities and Exchange Commission, including
our annual report on Form 10-K and quarterly reports on Form 10-Q. These
forward-looking statements are only made as of the date of this press release
and Patient Safety Technologies does not undertake any obligation to publicly
update such forward-looking statements to reflect subsequent events or
circumstances.
*
* * * *

EX - 99 . 1 5 v085318 _ ex99 - 1 . htm patient safety technologies , inc . Company Contact : William Horne 951 . 587 . 6201 27555 Ynez Road , Suite No 330 Temecula , CA 92591 951 . 587 . 6201 tel 951 . 587 . 6237 fax patientsafetytechnologies.com Patient Safety Technologies Restructures $ 2.95 Million of Existing Debt and Accrued Interest Tuesday , August 14 , 2007 , 9 : 00 am ET PST Restructures Short - Term and Long - Term Debt held by Ault Glazer Capital Partners , LLC TEMECULA , Calif . , August 14 , 2007 -- Patient Safety Technologies , Inc . ( OTC : PSTX . OB ) announced today that on August 10 , 2007 it entered into definitive agreements restructuring all of the Company 's debt held by Ault Glazer Capital Partners , LLC ( the " Fund " ) . Prior to the restructuring , the Company owed the Fund approximately $ 2.95 million in principal and accrued interest , which was advanced under the terms of three separate agreements : ( 1 ) a Revolving Credit Facility of $ 420,000 , ( 2 ) a Secured Promissory Note of $ 780,000 , and ( 3 ) a Secured Promissory Note of $ 1.75 million . The Revolving Credit Facility , which was in default , was converted into 337,439 shares of the Company 's common stock at a conversion price of $ 1.25 per share . The other two Secured Promissory Notes , one of which was in default , were combined into a single Convertible Secured Promissory Note in the principal amount of $ 2.53 million with an effective date of June 1 , 2007 . The promissory note bears interest at the rate of 7 % per annum and is due on the earlier of December 31 , 2010 , or the occurrence of an event of default . In the event that the average closing price of the Company 's common stock is in excess of $ 5.00 per share for thirty ( 30 ) consecutive trading days , the Company will have the right to redeem the promissory note in shares or in cash . In the event of a redemption in shares , the principal is convertible into shares of the Company 's common stock at a conversion price of $ 2.50 . The promissory note is secured by all of the Company 's assets . Should the Company raise up to $ 2,000,000 in a new credit facility , including any replacement credit facilities , the Fund is required to subordinate its security interest in favor of the new credit facility . " This debt restructuring , combined with the previously announced asset sales , will dramatically strengthen our balance sheet . The cumulative effect of these transactions provides the Company the ability to retire up to $ 3.1 million in short - term debt and related accrued interest , convert $ 780,000 in short - term debt to long - term debt , and reduce the interest rates on the Fund ' s original Secured Promissory Notes to 7 % from the existing rates which range between 10 % and 11 . 25 % . As we continue to execute on our stated restructuring plan of transforming the Company into a pure health - care company we are able to reallocate existing resources towards the development of SurgiCount 's Safety - Sponge ™ System , " said William B . Horne , CEO of PST . About SurgiCount Medical , Inc . SurgiCount Medical , Inc . is a developer and manufacturer of patient safety products and services . The SurgiCount Safety - Sponge ™ System is a patented turn - key array of modified surgical sponges , line - of - sight scanning SurgiCounters , and PrintPAD printers integrated together to form a comprehensive counting and documentation system . The Safety - Sponge System works much like a grocery store checkout process : Every surgical sponge and towel is affixed with a unique inseparable two - dimensional data matrix bar code and used with a SurgiCounter to scan and record the sponges during the initial and final counts . Because each sponge is identified with a unique code , a SurgiCounter will not allow the same sponge to be accidentally counted more than one time . When counts have been completed at the end of a procedure , the system will produce a printed report , or can be modified to work with a hospital 's paperless system . The Safety - Sponge System is the only FDA 510k approved computer assisted sponge counting system . For more information , please contact SurgiCount at ( 951 ) 587 - 6201 , or visit www.surgicountmedical.com . About Patient Safety Technologies Patient Safety Technologies , Inc . focuses on the acquisition of controlling interests in companies and the research and development of products and services in the health care and medical products field , particularly the patient safety markets . Its wholly - owned subsidiary , SurgiCount Medical , Inc . , is a developer and manufacturer of patient safety products and services . About Ault Glazer Capital Partners Ault Glazer Capital Partners is a shareholder activist / private equity fund . The fund 's strategy is to view each potential investment or acquisition from the perspective of a financial acquirer with a targeted return on investment that looks to maximize and monetize undervalued assets , with a definable exit strategy and timetable for divesting . AGCP will also target operating companies that could become strategic , core , long - term holdings that contribute positive cash flows and revenues for many years . The fund develops its portfolio by identifying undervalued and or underperforming public and private companies in health care , financial services , media , consumer services and products , energy and insurance . Forward - Looking Statements This press release contains certain forward - looking statements . These forward - looking statements can generally be identified as such because the context of the statement will include words such as Patient Safety Technologies plans , expects , should , believes , anticipates or words of similar import . Stockholders , potential investors and other readers are cautioned that these forward - looking statements are predictions based only on current information and expectations that are inherently subject to risks and uncertainties that could cause future events or results to differ materially from those set forth or implied by the forward - looking statements . Certain of those risks and uncertainties are discussed in our filings with the Securities and Exchange Commission , including our annual report on Form 10 - K and quarterly reports on Form 10 - Q . These forward - looking statements are only made as of the date of this press release and Patient Safety Technologies does not undertake any obligation to publicly update such forward - looking statements to reflect subsequent events or circumstances . * * * * *