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Patient Safety Technologies, Inc. (AMEX:PST) announced today that after
exploring strategic alternatives for the Company and its wholly-owned
subsidiary, SurgiCount Medical, Inc., the Board has approved a number of
steps as part of an overall corporate restructuring. These actions are
subject to a number of conditions and contingencies, including
shareholder approval, regulatory filings and receipt of new financing.
The following are the primary components of the restructuring that were
approved by the Board:
Spin-off to PST shareholders of a majority interest in SurgiCount
Medical, Inc., which will become a publicly traded company
New private placement of common stock by SurgiCount to fund future
growth
Possible acquisition of another operating company by the Company
Resignation from the Company by CEO and Director Milton “Todd”
Ault III, in order to assist the Company in implementing
reorganization plan
Financial restructuring, including debt conversion
The Board has approved a spin-off by the Company of a majority interest
in its wholly-owned subsidiary, SurgiCount Medical, Inc. The Company
also intends to raise new equity capital on behalf of SurgiCount, and
has already engaged an investment banking firm to assist SurgiCount in
conducting a private placement of its stock. SurgiCount intends to file
a registration statement with the Securities and Exchange Commission in
connection with the spin-off and become a public reporting company, as
well as seek a listing on a national securities exchange. The Company is
currently exploring the structure of the proposed spin-off transaction
in order to minimize the tax impact of the spin-off on the Company and
its shareholders.
The Board has also approved management’s
exploration of opportunities to complete an acquisition of another
suitable operating company. In this regard, the Company is in
discussions with a possible acquisition target and is authorized to
enter into a letter of intent with the company to explore a possible
transaction. The Company also intends to sell, liquidate or monetize its
other assets and extinguish certain of its debts in preparation for a
possible acquisition. The Company does not intend to publicly disclose
further developments with respect to a possible acquisition transaction
unless and until a definitive agreement is reached.
The Company also announced today that Milton “Todd”
Ault III, the Company’s interim CEO, has
resigned as Chief Executive Officer and as a Director of the Company.
Mr. Ault was appointed interim CEO when Dr. Louis Glazer resigned as CEO
in July 2006 for medical reasons. The Company’s
Board of Directors has appointed Lynne Silverstein, President of the
Company, as PST’s new interim CEO. Ms.
Silverstein will assist in closing out all outstanding legacy issues and
preparing the Company for a possible acquisition, at which time a
permanent CEO of the Company is expected to be appointed.
Further, as part of this restructuring, Ault Glazer Capital Partners
LLC, one of the Company’s major creditors,
has agreed in principle to convert its outstanding loans to the Company
into equity, and convert two loans on properties owned by Automotive
Services Group, PST’s wholly owned
subsidiary, into PST common stock. This conversion, when completed, will
eliminate approximately $3.3 Million of the Company’s
existing debt, thereby significantly enhancing the Company’s
Balance Sheet.
Separately, the Company has reached a settlement agreement with Winstar
Global Media, Inc., relating to the Company’s
$1 Million Note with Winstar, and is currently awaiting a New York Court
to approve the terms of the settlement agreement, which is currently set
for November 7. The settlement, whereby the existing liability was
reduced to $750,000, provides that the Company abide by a payment
schedule set forth in the agreement, and eliminates another $250,000 of
debt, plus interest, of the Company.
About SurgiCount and the Safety-Sponge™
System
SurgiCount Medical's Safety-Sponge System works much like a grocery
store check-out system. Every surgical sponge and towel is pre-labeled
by the manufacturer with an individual and unique bar coded label, and a
scanning counter is used to read and record the labels. No change is
required in a hospital's established counting procedures: sponges are
counted and recorded by the system at the beginning of the procedure and
again as they are removed from the patient. For more information, visit www.surgicountmedical.com.
About Patient Safety Technologies, Inc.
Patient Safety Technologies, Inc. (PST) is a holding company that owns
assets in various businesses. Its wholly-owned subsidiary, SurgiCount
Medical, Inc., is a developer and manufacturer of patient safety
products and services. For more information on Patient Safety
Technologies, Inc., please contact the company directly at 310-895-7750,
or by email at info@patientsafetytechnologies.com
or www.patientsafetytechnologies.com.
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.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy securities. As of the date of this
release, no registration statement relating to the issuance or
distribution of shares of Patient Safety Technologies or SurgiCount
Medical has been filed with the Securities and Exchange Commission.
Patient Safety Technologies, Inc. (AMEX:PST) announced today that
after exploring strategic alternatives for the Company and its
wholly-owned subsidiary, SurgiCount Medical, Inc., the Board has
approved a number of steps as part of an overall corporate
restructuring. These actions are subject to a number of conditions and
contingencies, including shareholder approval, regulatory filings and
receipt of new financing. The following are the primary components of
the restructuring that were approved by the Board:
-- Spin-off to PST shareholders of a majority interest in
SurgiCount Medical, Inc., which will become a publicly traded
company
-- New private placement of common stock by SurgiCount to fund
future growth
-- Possible acquisition of another operating company by the
Company
-- Resignation from the Company by CEO and Director Milton "Todd"
Ault III, in order to assist the Company in implementing
reorganization plan
-- Financial restructuring, including debt conversion
The Board has approved a spin-off by the Company of a majority
interest in its wholly-owned subsidiary, SurgiCount Medical, Inc. The
Company also intends to raise new equity capital on behalf of
SurgiCount, and has already engaged an investment banking firm to
assist SurgiCount in conducting a private placement of its stock.
SurgiCount intends to file a registration statement with the
Securities and Exchange Commission in connection with the spin-off and
become a public reporting company, as well as seek a listing on a
national securities exchange. The Company is currently exploring the
structure of the proposed spin-off transaction in order to minimize
the tax impact of the spin-off on the Company and its shareholders.
The Board has also approved management's exploration of
opportunities to complete an acquisition of another suitable operating
company. In this regard, the Company is in discussions with a possible
acquisition target and is authorized to enter into a letter of intent
with the company to explore a possible transaction. The Company also
intends to sell, liquidate or monetize its other assets and extinguish
certain of its debts in preparation for a possible acquisition. The
Company does not intend to publicly disclose further developments with
respect to a possible acquisition transaction unless and until a
definitive agreement is reached.
The Company also announced today that Milton "Todd" Ault III, the
Company's interim CEO, has resigned as Chief Executive Officer and as
a Director of the Company. Mr. Ault was appointed interim CEO when Dr.
Louis Glazer resigned as CEO in July 2006 for medical reasons. The
Company's Board of Directors has appointed Lynne Silverstein,
President of the Company, as PST's new interim CEO. Ms. Silverstein
will assist in closing out all outstanding legacy issues and preparing
the Company for a possible acquisition, at which time a permanent CEO
of the Company is expected to be appointed.
Further, as part of this restructuring, Ault Glazer Capital
Partners LLC, one of the Company's major creditors, has agreed in
principle to convert its outstanding loans to the Company into equity,
and convert two loans on properties owned by Automotive Services
Group, PST's wholly owned subsidiary, into PST common stock. This
conversion, when completed, will eliminate approximately $3.3 Million
of the Company's existing debt, thereby significantly enhancing the
Company's Balance Sheet.
Separately, the Company has reached a settlement agreement with
Winstar Global Media, Inc., relating to the Company's $1 Million Note
with Winstar, and is currently awaiting a New York Court to approve
the terms of the settlement agreement, which is currently set for
November 7. The settlement, whereby the existing liability was reduced
to $750,000, provides that the Company abide by a payment schedule set
forth in the agreement, and eliminates another $250,000 of debt, plus
interest, of the Company.
About SurgiCount and the Safety-Sponge(TM) System
SurgiCount Medical's Safety-Sponge System works much like a
grocery store check-out system. Every surgical sponge and towel is
pre-labeled by the manufacturer with an individual and unique bar
coded label, and a scanning counter is used to read and record the
labels. No change is required in a hospital's established counting
procedures: sponges are counted and recorded by the system at the
beginning of the procedure and again as they are removed from the
patient. For more information, visit www.surgicountmedical.com.
About Patient Safety Technologies, Inc.
Patient Safety Technologies, Inc. (PST) is a holding company that
owns assets in various businesses. Its wholly-owned subsidiary,
SurgiCount Medical, Inc., is a developer and manufacturer of patient
safety products and services. For more information on Patient Safety
Technologies, Inc., please contact the company directly at
310-895-7750, or by email at info@patientsafetytechnologies.com or
www.patientsafetytechnologies.com.
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.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy securities. As of the date of this
release, no registration statement relating to the issuance or
distribution of shares of Patient Safety Technologies or SurgiCount
Medical has been filed with the Securities and Exchange Commission.