Unassociated Document

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VI7JbbM8cTRNjhnJH+lZirYTfBvUnPnFnO0pYvrbX8NoQkUrX3XH0KH40/1tKDmR jcjO9FsKckyTgqxhMjoiDQ== 0001144204-10-020724.txt : 20100416 0001144204-10-020724.hdr.sgml : 20100416 20100416093802 ACCESSION NUMBER: 0001144204-10-020724 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20100416 DATE AS OF CHANGE: 20100416 GROUP MEMBERS: A PLUS INTERNATIONAL, INC. GROUP MEMBERS: ARIZONA BAY LLC GROUP MEMBERS: ARIZONA BAY TECHNOLOGY VENTURES, LP GROUP MEMBERS: CATALYSIS OFFSHORE LTD. GROUP MEMBERS: CATALYSIS PARTNERS, LLC GROUP MEMBERS: COMPASS GLOBAL MANAGEMENT, LTD. GROUP MEMBERS: DSAM FUND LP GROUP MEMBERS: FRANCIS CAPITAL MANAGEMENT, LLC GROUP MEMBERS: JOHN P. FRANCIS GROUP MEMBERS: RADISSON TRADING COMPANY GROUP MEMBERS: WILLIAM STEWART FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Stewart Brian CENTRAL INDEX KEY: 0001320043 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 222 7TH STREET #105 CITY: SANTA MONICA STATE: CA ZIP: 90402 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Patient Safety Technologies, Inc CENTRAL INDEX KEY: 0000812301 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 133419202 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-38889 FILM NUMBER: 10753598 BUSINESS ADDRESS: STREET 1: 5 CAUFIELD PLACE, STREET 2: SUITE 102 CITY: NEWTOWN STATE: PA ZIP: 18940 BUSINESS PHONE: 215-579-7789 MAIL ADDRESS: STREET 1: 5 CAUFIELD PLACE, STREET 2: SUITE 102 CITY: NEWTOWN STATE: PA ZIP: 18940 FORMER COMPANY: FORMER CONFORMED NAME: Patient Safety Technologies DATE OF NAME CHANGE: 20050406 FORMER COMPANY: FORMER CONFORMED NAME: Patient Safety Technologies, Inc DATE OF NAME CHANGE: 20050406 FORMER COMPANY: FORMER CONFORMED NAME: FRANKLIN CAPITAL CORP DATE OF NAME CHANGE: 19990505 SC 13D 1 v181075_sc13d.htm Unassociated Document

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

[Rule 13d-101]

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. _______)*

Patient Safety Technologies, Inc.

(Name of Issuer)

Common Stock, $0.33 par value

(Title of Class of Securities)

70322H10 6

(CUSIP Number)

David M. Grinberg, Esq.

Ben David Orlanski, Esq.

Manatt, Phelps & Phillips, LLP

11355 West Olympic Blvd.

Los Angeles, California 90064

Tel. No.: (310) 312-4000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

April 9, 2010

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.1 3d-l(e), 240.13d-l(f) or 240.13d-l(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1	Names of Reporting Persons Brian Stewart
2	Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x
3	SEC Use Only
4	Source of Funds (see instructions) PF
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or Place of Organization United States of America
Number of Shares Beneficially by Owned by Each Reporting Person With		7	Sole Voting Power 0
		8	Shared Voting Power 8,140,785 (1)(2)(3)
		9	Sole Dispositive Power 1,159,250(1)
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 8,140,785
12	Check if the Aggregate Amount in Row (11) Excludes ¨ Certain Shares (see instructions)
13	Percent of Class Represented by Amount in Row (11) 32.71%
14	Type of Reporting Person (see instructions) IN

(1) Represents (i) 148,000 shares of Common Stock issuable upon the exercise of certain Warrants, which are currently exercisable by Mr. Brian Stewart, (ii) 281,250 shares of Common Stock upon the exercise of stock options, which are currently exercisable or will be exercisable within 60 days of the date of this Schedule 13D, and (iii) 730,000 shares of Common Stock beneficially owned by Mr. Brian Stewart. Pursuant to a Voting Agreement by and between Compass Global Management, Ltd. and Mr. Brian Stewart dated April 8, 2010, each agreed to vote their respective shares of Common Stock in favor of the proposals referred to in the Special Meeting Demand (as defined below) and against any proposals reasonably likely to defeat, hinder, or delay such proposals.

(2) Represents 4,381,535 shares of Common Stock over which Mr. Brian Stewart holds a limited irrevocable proxy. The proxy was granted to Mr. Brian Stewart pursuant to a Voting Agreement and Irrevocable Proxy dated April 7, 2010, by each of DSAM Fund, LP, Arizona Bay Technology Ventures, LP, and Arizona Bay, LLC, and dated April 8, 2010, by each of Radisson Trading Company and A Plus International, Inc. Pursuant to the terms of the Voting Agreement and Irrevocable Proxy, Mr. Brian Stewart was granted a limited irrevocable proxy to vote the foregoing shares of Common Stock in favor of the proposals referred to in the Special Meeting Demand and against any proposals reasonably likely to defeat, hinder, or delay such proposals, and any other matter that may come before the Special Meeting (as defined below), in the sole discretion of Mr. Brian Stewart. In addition, each party to the Voting Agreement and Irrevocable Proxy agreed to vote their respective shares of Common Stock in favor of the proposals referred to in the Special Meeting Demand and against any proposals reasonably likely to defeat, hinder, or delay such proposals. Mr. Brian Stewart disclaims beneficial ownership of such shares of Common Stock.

(3) Includes 1,600,000 shares of Common Stock and 1,000,000 shares of Common Stock issuable upon the exercise of certain Warrants, which are currently exercisable by Compass Global Management, Ltd., subject to a Voting Agreement by and between Compass Global Management, Ltd. and Mr. Brian Stewart dated April 8, 2010, pursuant to which each agreed to vote their respective shares of Common Stock in favor of the proposals referred to in the Special Meeting Demand and against any proposals reasonably likely to defeat, hinder, or delay such proposals. Mr. Brian Stewart disclaims beneficial ownership of such shares of Common Stock.

1	Names of Reporting Persons William Stewart
2	Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x
3	SEC Use Only
4	Source of Funds (see instructions) PF
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or Place of Organization United States of America
Number of Shares Beneficially by Owned by Each Reporting Person With		7	Sole Voting Power 596,000 (1)
		8	Shared Voting Power 0
		9	Sole Dispositive Power 596,000 (1)
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 596,000
12	Check if the Aggregate Amount in Row (11) Excludes ¨ Certain Shares (see instructions)
13	Percent of Class Represented by Amount in Row (11) 2.53%
14	Type of Reporting Person (see instructions) IN

(1) Represents (i) 100,000 shares of Common Stock issuable upon the exercise of certain Warrants, which are now exercisable by Mr. William Stewart, and (ii) 496,000 shares of Common Stock owned directly by Mr. William Stewart.

1	Names of Reporting Persons Francis Capital Management, LLC
2	Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x
3	SEC Use Only
4	Source of Funds (see instructions) AF
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or Place of Organization California
Number of Shares Beneficially by Owned by Each Reporting Person With		7	Sole Voting Power 3,206,840 (1)(2)
		8	Shared Voting Power 0
		9	Sole Dispositive Power 3,206,840 (1)(2)
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 3,206,840
12	Check if the Aggregate Amount in Row (11) Excludes o Certain Shares (see instructions)
13	Percent of Class Represented by Amount in Row (11) 13.67%
14	Type of Reporting Person (see instructions) IA

(1) Represents 152,640 shares of Common Stock beneficially owned by Francis Capital Management, LLC.

(2) Represents 3,054,200 shares of Common Stock owned of record by Catalysis Partners LLC and Catalysis Offshore Ltd. Francis Capital Management, LLC has sole voting and investment power over such shares owned of record by Catalysis Partners LLC and Catalysis Offshore Ltd. As a result, Francis Capital Management, LLC may be deemed to have beneficial ownership of the 3,054,200 shares of Common Stock owned of record by Catalysis Partners LLC and Catalysis Offshore Ltd. Francis Capital Management, LLC disclaims beneficial ownership of such shares of Common Stock.

1	Names of Reporting Persons John P. Francis
2	Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x
3	SEC Use Only
4	Source of Funds (see instructions) AF
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or Place of Organization United States of America
Number of Shares Beneficially by Owned by Each Reporting Person With		7	Sole Voting Power 3,206,840 (1)
		8	Shared Voting Power 0
		9	Sole Dispositive Power 3,206,840 (1)
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 3,206,840
12	Check if the Aggregate Amount in Row (11) Excludes ¨ Certain Shares (see instructions)
13	Percent of Class Represented by Amount in Row (11) 13.67%
14	Type of Reporting Person (see instructions) IN, HC

(1) Represents 3,206,840 shares of Common Stock owned of record by Catalysis Partners LLC, Catalysis Offshore Ltd. and Francis Capital Management, LLC. John P. Francis, in his role as the manager of Francis Capital Management, LLC, controls its voting and investment decisions, and may be deemed to have beneficial ownership of the 3,206,840 shares of Common Stock owned of record by Catalysis Partners LLC, Catalysis Offshore Ltd. and Francis Capital Management, LLC. Mr. Francis disclaims beneficial ownership of such shares of Common Stock..

1	Names of Reporting Persons Catalysis Partners, LLC
2	Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x
3	SEC Use Only
4	Source of Funds (see instructions) WC
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially by Owned by Each Reporting Person With		7	Sole Voting Power 1,718,864
		8	Shared Voting Power 0
		9	Sole Dispositive Power 1,718,864
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,718,864
12	Check if the Aggregate Amount in Row (11) Excludes ¨ Certain Shares (see instructions)
13	Percent of Class Represented by Amount in Row (11) 7.33%
14	Type of Reporting Person (see instructions) PN

1	Names of Reporting Persons Catalysis Offshore Ltd.
2	Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x
3	SEC Use Only
4	Source of Funds (see instructions) WC
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially by Owned by Each Reporting Person With		7	Sole Voting Power 1,335,336
		8	Shared Voting Power 0
		9	Sole Dispositive Power 1,335,336
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,335,336
12	Check if the Aggregate Amount in Row (11) Excludes ¨ Certain Shares (see instructions)
13	Percent of Class Represented by Amount in Row (11) 5.69%
14	Type of Reporting Person (see instructions) CO

1	Names of Reporting Persons Radisson Trading Company
2	Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x
3	SEC Use Only
4	Source of Funds (see instructions) WC
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or Place of Organization Hong Kong
Number of Shares Beneficially by Owned by Each Reporting Person With		7	Sole Voting Power 0 (1)
		8	Shared Voting Power 1,696,000 (1)
		9	Sole Dispositive Power 1,696,000
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,696,000
12	Check if the Aggregate Amount in Row (11) Excludes ¨ Certain Shares (see instructions)
13	Percent of Class Represented by Amount in Row (11) 7.23%
14	Type of Reporting Person (see instructions) CO

(1) Pursuant to a Voting Agreement and Irrevocable Proxy dated April 8, 2010, (i) Radisson Trading Company granted Mr. Brian Stewart an irrevocable proxy to vote its shares of Common Stock in favor of the proposals referred to in the Special Meeting Demand and against any proposals reasonably likely to defeat, hinder, or delay such proposals, and any other matter that may come before the Special Meeting, in the sole discretion of Mr. Brian Stewart and (ii) Radisson Trading Company and Mr. Brian Stewart each agreed to vote their respective shares of Common Stock in favor of the proposals referred to in the Special Meeting Demand and against any proposals reasonably likely to defeat, hinder, or delay such proposals.

1	Names of Reporting Persons A Plus International, Inc.
2	Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x
3	SEC Use Only
4	Source of Funds (see instructions) WC
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or Place of Organization California
Number of Shares Beneficially by Owned by Each Reporting Person With		7	Sole Voting Power 0 (1)
		8	Shared Voting Power 1,100,000 (1)
		9	Sole Dispositive Power 1,100,000
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,100,000
12	Check if the Aggregate Amount in Row (11) Excludes ¨ Certain Shares (see instructions)
13	Percent of Class Represented by Amount in Row (11) 4.69%
14	Type of Reporting Person (see instructions) CO

(1) Pursuant to a Voting Agreement and Irrevocable Proxy dated April 8, 2010, (i) A Plus International, Inc. granted Mr. Brian Stewart an irrevocable proxy to vote its shares of Common Stock in favor of the proposals referred to in the Special Meeting Demand and against any proposals reasonably likely to defeat, hinder, or delay such proposals, and any other matter that may come before the Special Meeting, in the sole discretion of Mr. Brian Stewart and (ii) A Plus International, Inc. and Mr. Brian Stewart each agreed to vote their respective shares of Common Stock in favor of the proposals referred to in the Special Meeting Demand and against any proposals reasonably likely to defeat, hinder, or delay such proposals.

1	Names of Reporting Persons Compass Global Management, Ltd.
2	Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x
3	SEC Use Only
4	Source of Funds (see instructions) WC
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially by Owned by Each Reporting Person With		7	Sole Voting Power 0 (1)
		8	Shared Voting Power 3,759,250 (1)(2)
		9	Sole Dispositive Power 2,600,000 (1)
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 3,759,250
12	Check if the Aggregate Amount in Row (11) Excludes ¨ Certain Shares (see instructions)
13	Percent of Class Represented by Amount in Row (11) 15.11%
14	Type of Reporting Person (see instructions) CO

(1) Represents (i) 1,600,000 shares of Common Stock beneficially owned by Compass Global Management, Ltd. and (ii) 1,000,000 shares of Common Stock issuable upon the exercise of Warrants currently exercisable. Pursuant to a Voting Agreement by and between Compass Global Management Limited and Mr. Brian Stewart dated April 8, 2010, each agreed to vote their respective shares of Common Stock in favor of the proposals referred to in the Special Meeting Demand and against any proposals reasonably likely to defeat, hinder, or delay such proposals.

(2) Represents 1,159,250 shares of Common Stock beneficially owned by Mr. Brian Stewart which are subject to a Voting Agreement by and between Compass Global Management, Ltd. and Mr. Brian Stewart dated April 8, 2010, pursuant to which each agreed to vote their respective shares of Common Stock in favor of the proposals referred to in the Special Meeting Demand and against any proposals reasonably likely to defeat, hinder, or delay such proposals. Compass Global Management, Ltd. disclaims beneficial ownership of such shares of Common Stock.

1	Names of Reporting Persons DSAM Fund LP
2	Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x
3	SEC Use Only
4	Source of Funds (see instructions) WC
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially by Owned by Each Reporting Person With		7	Sole Voting Power 0 (1)
		8	Shared Voting Power 1,214,761 (1)
		9	Sole Dispositive Power 1,214,761
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,214,761
12	Check if the Aggregate Amount in Row (11) Excludes ¨ Certain Shares (see instructions)
13	Percent of Class Represented by Amount in Row (11) 5.18%
14	Type of Reporting Person (see instructions) PN

(1) Pursuant to a Voting Agreement and Irrevocable Proxy dated April 7, 2010, DSAM Fund, LP granted Mr. Brian Stewart an irrevocable proxy to vote its shares of Common Stock in favor of the proposals referred to in the Special Meeting Demand and against any proposals reasonably likely to defeat, hinder, or delay such proposals and any other matter that may come before the Special Meeting, in the sole discretion of Mr. Brian Stewart.

1	Names of Reporting Persons Arizona Bay Technology Ventures, LP
2	Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x
3	SEC Use Only
4	Source of Funds (see instructions) WC
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or Place of Organization Cayman Islands
Number of Shares Beneficially by Owned by Each Reporting Person With		7	Sole Voting Power 0 (1)
		8	Shared Voting Power 318,214(1)
		9	Sole Dispositive Power 318,214
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 318,214
12	Check if the Aggregate Amount in Row (11) Excludes ¨ Certain Shares (see instructions)
13	Percent of Class Represented by Amount in Row (11) 1.36%
14	Type of Reporting Person (see instructions) PN

(1) Pursuant to a Voting Agreement and Irrevocable Proxy dated April 7, 2010, Arizona Bay Technology Ventures, LP granted Mr. Brian Stewart an irrevocable proxy to vote its shares of Common Stock in favor of the proposals referred to in the Special Meeting Demand and against any proposals reasonably likely to defeat, hinder, or delay such proposals and any other matter that may come before the Special Meeting, in the sole discretion of Mr. Brian Stewart.

1	Names of Reporting Persons Arizona Bay LLC
2	Check the Appropriate Box if a Member of a Group (see instructions) (a) ¨ (b) x
3	SEC Use Only
4	Source of Funds (see instructions) WC
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or Place of Organization California
Number of Shares Beneficially by Owned by Each Reporting Person With		7	Sole Voting Power 0 (1)
		8	Shared Voting Power 52,560 (1)
		9	Sole Dispositive Power 52,560
		10	Shared Dispositive Power
11	Aggregate Amount Beneficially Owned by Each Reporting Person 52,560
12	Check if the Aggregate Amount in Row (11) Excludes ¨ Certain Shares (see instructions)
13	Percent of Class Represented by Amount in Row (11) Less than 1%
14	Type of Reporting Person (see instructions) OO

(1) Pursuant to a Voting Agreement and Irrevocable Proxy dated April 7, 2010, Arizona Bay, LLC granted Mr. Brian Stewart an irrevocable proxy to vote its shares of Common Stock in favor of the proposals referred to in the Special Meeting Demand and against any proposals reasonably likely to defeat, hinder, or delay such proposals and any other matter that may come before the Special Meeting, in the sole discretion of Mr. Brian Stewart.

CUSIP NO. 70322H10 6

Item 1. Security and Issuer

This statement on Schedule 13D (the “Schedule 13D”) relates to the common stock, par value $0.33 per share (the “Common Stock”), and warrants to purchase Common Stock (the “Warrants”), of Patient Safety Technologies, Inc. (the “Issuer”). The address of the principal executive offices of the Issuer is 5 Caufield Place, Suite 102, Newtown, PA 18940.

Item 2. Identity and Background

(a)

This statement is being jointly filed on behalf of:

(i)

Brian Stewart, a U.S. citizen;

(ii)

William Stewart, a U.S. citizen;

(iii)

Catalysis Partners, LLC, a Delaware limited liability company;

(iv)

Catalysis Offshore, Ltd., a Cayman Islands exempted company;

(v)

Francis Capital Management, LLC, a California limited liability company;

(vi)

John P. Francis, a U.S. citizen;

(vii)

Radisson Trading Company, a Hong Kong corporation;

(viii)

A Plus International, Inc., a California corporation;

(ix)

Compass Global Management, Ltd., a Cayman Islands exempted company;

(x)

DSAM Fund LP, a Cayman Islands exempted limited partnership;

(xi)

Arizona Bay Technology Ventures, LP, a Cayman Islands exempted limited partnership; and

(xii)

Arizona Bay LLC, a California limited liability company.

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D. The statements in this Schedule 13D concerning each Reporting Person are made solely by such Reporting Person.

(b) The address of the principal office of Brian Stewart is 1905 Oak Avenue, Manhattan Beach, California 90266.

The address of the principal office of William Stewart is 426 North Foy’s Lake Road, Kalispell, MT 59901.

The address of the principal office of each of Catalysis Partners, LLC, Catalysis Offshore Ltd., Francis Capital Management, LLC, and John P. Francis is 2400 Broadway, Suite 220, Santa Monica, California 90404.

The address of the principal office of Radisson Trading Company is RM 1502-4, Righteous Centre, 585 Nathan Road, Mongkok, Kowloon, Hong Kong.

The address of the principal office of A Plus International, Inc. is 5138 Eucalyptus Avenue, Chino, California 91710.

The address of the principal office of Compass Global Management, Ltd. is c/o M&C Corporate Services limited, P.O. Box 309 GT, Ugland House, South Church Street, Georgetown, Grand Cayman, Cayman Islands.

The address of the principal office of DSAM Fund, LP is 222 Broadway, 6th Floor New York, NY 10038.

The address of the principal office of Arizona Bay Technology Ventures, LP and Arizona Bay LLC is 3340 Redwood Road, Napa, CA 94558.

The principal business of William Stewart is a medical doctor.

The principal business of Francis Capital Management, LLC is to act as the investment manager for Catalysis Partners, LLC and Catalysis Offshore Ltd., and its affiliated private investment funds. The principal business of Catalysis Partners, LLC and Catalysis Offshore Ltd. is investing in securities. The principal business of John P. Francis is to act as the president and managing director of Francis Capital Management, LLC.

The principal business of Radisson Trading Company is the trading of international securities.

The principal business of A Plus International, Inc. is manufacturing a variety of surgical dressings including sterile and bulk O.R. towels, laparotomy sponges and woven and non-woven gauze sponges.

The principal business of Compass Global Management, Ltd. is the trading of securities.

The principal business of DSAM Fund, LP is the trading of securities.

The principal business of Arizona Bay Technology Ventures, LP is investing in technology companies.

The principal business of Arizona Bay LLC is building and funding information technology applications for the inventor community.

(d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and was not and is not subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

Purchases by the Reporting Persons were either made with personal funds or working capital.

Item 4. Purpose of Transaction

In consideration for the sale of their company, SurgiCount Medical, to the Issuer, Mr. Brian Stewart and Mr. William Stewart each received (i) 300,000 shares of Common Stock and (ii) an earn-out equal to an additional 50,000 shares of Common Stock. The remaining shares of Common Stock of Mr. Brian Stewart and Mr. William Stewart and the shares of Common Stock of the other Reporting Persons were originally purchased for investment purposes.

Subject to overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of shares of Common Stock at prices that would make the purchase or sale of shares of Common Stock desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of shares of Common Stock on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

Currently, the Reporting Persons are determined to attempt to change or influence control of the Issuer and assert their rights as stockholders. On April 9, 2010, the Reporting Persons delivered a Demand for Special Meeting of the Stockholders of the Issuer (the “Special Meeting Demand”) for the purpose of considering and acting upon the following matters at a special meeting of stockholders (the “Special Meeting”):

1. Removal, without cause, of the following directors of the Issuer:

Howard Chase

Steven Kane

Loren McFarland

Eugene Bauer

William Hitchcock

2. Removal, without cause, of (i) any director of the Issuer appointed to fill a vacancy created by the resignation of any of the foregoing directors named in Proposal 1 above and (ii) any director of the Issuer appointed to fill a vacancy caused by an increase in the size of the Board of Directors of the Issuer that is effected between April 9, 2010, and the conclusion of the Special Meeting.

3. Repeal of any amendment to the bylaws of the Issuer adopted by the Board of Directors of the Issuer between April 9, 2010, and the conclusion of the Special Meeting.

A copy of the Special Meeting Demand is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In connection with the Special Meeting, the Reporting Persons may file and disseminate a separate proxy statement and proxy card relating to proposals to be voted upon at the Special Meeting.

On April 9, 2010, in connection with the Special Meeting Demand, Brian Stewart delivered a Demand to Inspect Stocklist Pursuant to Section 220 of the Delaware General Corporation Law (the “Stocklist Demand”).

A copy of the Stocklist Demand is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

As a result, the Reporting Persons may be deemed to hold shares of Common Stock with a purpose or effect of changing or influencing control of the Issuer and may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 13d-5(b)(1) of the Exchange Act. Each Reporting Person disclaims beneficial ownership of all shares of Common Stock, other than those reported herein as being owned by it.

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D, except as set forth herein or such as would occur upon completion of any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the shares of Common Stock, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, communications with management and the Board of Directors of the Issuer, nominating or recommending additional candidates to serve as members of the Board of Directors of the Issuer, having discussions with other stockholders and potential nominees to the Board of Directors of the Issuer, making proposals to the Issuer concerning changes to the capitalization, ownership structure or operations of the Issuer, purchasing additional shares of Common Stock, selling some or all of their shares of Common Stock, engaging in short selling of or any hedging or similar transaction with respect to the shares of Common Stock, or changing their intention with respect to any and all matters referred to in Item 4.

Item 5. Interest in Securities of the Issuer

The aggregate percentage of shares of Common Stock reported owned by each person named herein is based upon 23,456,063 shares of Common Stock outstanding, as of March 29, 2010, which is the total number of shares of Common Stock outstanding as reported in the Issuer’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 31, 2010.

A. Brian Stewart

(a) As of the close of business on April 9, 2010, Mr. Brian Stewart beneficially owned (i) 148,000 shares of Common Stock issuable upon the exercise of certain Warrants, which are currently exercisable by Mr. Brian Stewart, (ii) 281,250 shares of Common Stock upon the exercise of stock options, which are currently exercisable or will be exercisable within 60 days of the date of this Schedule 13D, and (iii) 730,000 shares of Common Stock.

Includes 4,381,535 shares of Common Stock over which Mr. Brian Stewart holds a limited irrevocable proxy. The proxy was granted to Mr. Brian Stewart pursuant to a Voting Agreement and Irrevocable Proxy dated April 7, 2010, by each of DSAM Fund, LP, Arizona Bay Technology Ventures, LP, and Arizona Bay, LLC, and dated April 8, 2010, by each of Radisson Trading Company and A Plus International, Inc. Pursuant to the terms of the Voting Agreement and Irrevocable Proxy, Mr. Brian Stewart was granted a limited irrevocable proxy to vote the foregoing shares of Common Stock in favor of the proposals referred to in the Demand for Special Meeting and against any proposals reasonably likely to defeat, hinder, or delay such proposals, and any other matter that may come before the Special Meeting, in the sole discretion of Mr. Brian Stewart. Mr. Brian Stewart disclaims beneficial ownership of such shares of Common Stock. Also includes 1,600,000 shares of Common Stock and 1,000,000 shares of Common Stock issuable upon the exercise of certain Warrants, which are currently exercisable by Compass Global Management, Ltd., subject to a Voting Agreement by and between Compass Global Management, Ltd. and Mr. Brian Stewart dated April 8, 2010, pursuant to which each agreed to vote their respective shares of Common Stock in favor of the proposals referred to in the Special Meeting Demand and against any proposals reasonably likely to defeat, hinder, or delay such proposals. Mr. Brian Stewart disclaims beneficial ownership of such shares of Common Stock.

Percentage: Approximately 32.71%

(b) 1. Sole power to vote or direct to vote: 0

2. Shared power to vote or direct to vote: 8,140,785

3. Sole power to dispose or direct the disposition: 1,159,250

4. Sole power to dispose or direct the disposition: 0

B. William Stewart

(a) As of the close of business on April 9, 2010, Mr. William Stewart beneficially owned 596,000 shares of Common Stock.

Percentage: Approximately 2.53%

(b) 1. Sole power to vote or direct to vote: 596,000

2. Shared power to vote or direct to vote: 0

3. Sole power to dispose or direct the disposition: 596,000

4. Sole power to dispose or direct the disposition: 0

C. Catalysis Partners, LLC

(a) As of the close of business on April 9, 2010, Catalysis Partners LLC beneficially owned 1,718,864 shares of Common Stock.

Percentage: Approximately 7.33%

(b) 1. Sole power to vote or direct to vote: 1,718,864

2. Shared power to vote or direct to vote: 0

3. Sole power to dispose or direct the disposition: 1,718,864

4. Sole power to dispose or direct the disposition: 0

D. Catalysis Offshore Ltd.

(a) As of the close of business on April 9, 2010, Catalysis Offshore Ltd. beneficially owned 1,335,336 shares of Common Stock.

Percentage: Approximately 5.69%

(b) 1. Sole power to vote or direct to vote: 1,335,336

2. Shared power to vote or direct to vote: 0

3. Sole power to dispose or direct the disposition: 1,335,336

4. Sole power to dispose or direct the disposition: 0

E. Francis Capital Management, LLC

(a) As of the close of business on April 9, 2010, Francis Capital Management, LLC beneficially owned 152,640 shares of Common Stock. Because Francis Capital Management, LLC has sole voting and investment power over Catalysis Partners LLC’s and Catalysis Offshore Ltd’s shares of Common Stock, Francis Capital Management, LLC may be deemed to have beneficial ownership of the 3,054,200 shares of Common Stock owned of record by Catalysis Partners, LLC, Catalysis Offshore Ltd. and Francis Capital Management, LLC. Francis Capital Management, LLC disclaims beneficial ownership of such shares of Common Stock.

Percentage: Approximately 13.67%

(b) 1. Sole power to vote or direct to vote: 3,206,840

2. Shared power to vote or direct to vote: 0

3. Sole power to dispose or direct the disposition: 3,206,840

4. Sole power to dispose or direct the disposition: 0

F. John P. Francis

(a) John P. Francis, in his role as the manager of Francis Capital Management, LLC, controls its voting and investment decisions, Mr. Francis may be deemed to have beneficial ownership of the 3,206,840 shares of Common Stock owned of record by Catalysis Partners, LLC, Catalysis Offshore Ltd. and Francis Capital Management, LLC. Mr. Francis disclaims beneficial ownership of such shares of Common Stock.

Percentage: Approximately 13.67%

(b) 1. Sole power to vote or direct to vote: 3,206,840

2. Shared power to vote or direct to vote: 0

3. Sole power to dispose or direct the disposition: 3,206,840

4. Sole power to dispose or direct the disposition: 0

G. Radisson Trading Company

(a) As of the close of business on April 9, 2010, Radisson Trading Company beneficially owned 1,696,000 Shares. Pursuant to a Voting Agreement and Irrevocable Proxy dated April 8, 2010, Radisson Trading Company granted Mr. Brian Stewart an irrevocable proxy to vote its shares of Common Stock in favor of the proposals referred to in the Special Meeting Demand and against any proposals reasonably likely to defeat, hinder, or delay such proposals and any other matter that may come before the Special Meeting, in the sole discretion of Mr. Brian Stewart, and agreed with Mr. Brian Stewart to vote its shares of Common Stock in favor of the proposals referred to in the Special Meeting Demand and against any proposals reasonably likely to defeat, hinder, or delay such proposals.

Percentage: Approximately 7.23%

(b) 1. Sole power to vote or direct to vote: 0

2. Shared power to vote or direct to vote: 1,696,000

3. Sole power to dispose or direct the disposition: 1,696,000

4. Sole power to dispose or direct the disposition: 0

H. A Plus International, Inc.

(a) As of the close of business on April 9, 2010, A Plus International, Inc. beneficially owned 1,100,000 shares of Common Stock. Pursuant to a Voting Agreement and Irrevocable Proxy dated April 8, 2010, A Plus International, Inc. granted Mr. Brian Stewart an irrevocable proxy to vote its shares of Common Stock in favor of the proposals referred to in the Special Meeting Demand and against any proposals reasonably likely to defeat, hinder, or delay such proposals and any other matter that may come before the Special Meeting, in the sole discretion of Mr. Brian Stewart, and agreed with Mr. Brian Stewart to vote its shares of Common Stock in favor of the proposals referred to in the Special Meeting Demand and against any proposals reasonably likely to defeat, hinder, or delay such proposals.

Percentage: Approximately 4.69%

(b) 1. Sole power to vote or direct to vote: 0

2. Shared power to vote or direct to vote: 1,100,000

3. Sole power to dispose or direct the disposition: 1,100,000

4. Sole power to dispose or direct the disposition: 0

I. Compass Global Management, Ltd.

(a) As of the close of business on April 9, 2010, Compass Global Management, Ltd. beneficially owned 1,600,000 Shares and Warrants to acquire 1,000,000 shares of Common Stock. Includes 1,159,250 shares of Common Stock beneficially owned by Mr. Brian Stewart subject to a Voting Agreement by and between Compass Global Management, Ltd. and Mr. Brian Stewart dated April 8, 2010, pursuant to which each agreed to vote their respective shares of Common Stock in favor of the proposals referred to in the Special Meeting Demand and against any proposals reasonably likely to defeat, hinder, or delay such proposals. Compass Global Management, Ltd. disclaims beneficial ownership of such shares of Common Stock.

Percentage: Approximately 15.11%

(b) 1. Sole power to vote or direct to vote: 0

2. Shared power to vote or direct to vote: 3,759,250

3. Sole power to dispose or direct the disposition: 3,759,250

4. Sole power to dispose or direct the disposition: 0

J. DSAM Fund, LP

(a) As of the close of business on April 9, 2010, DSAM Fund LP beneficially owned 1,214,761 shares of Common Stock. Pursuant to the Voting Agreement and Irrevocable Proxy dated April 7, 2010, DSAM Fund LP granted Mr. Brian Stewart an irrevocable proxy to vote its shares of Common Stock in favor of the proposals referred to in the Demand for Special Meeting and against any proposals reasonably likely to defeat, hinder, or delay such proposals and any other matter that may come before the Special Meeting, in the sole discretion of Mr. Brian Stewart, and agreed with Mr. Brian Stewart to vote its shares of Common Stock in favor of the proposals referred to in the Special Meeting Demand and against any proposals reasonably likely to defeat, hinder, or delay such proposals..

Percentage: Approximately 5.18%

(b) 1. Sole power to vote or direct to vote: 0

2. Shared power to vote or direct to vote: 1,214,761

3. Sole power to dispose or direct the disposition: 1,214,761

4. Sole power to dispose or direct the disposition: 0

K. Arizona Bay Technology Ventures, LP

(a) As of the close of business on April 9, 2010, Arizona Bay Technology Ventures, LP beneficially owned 318,214 Shares. Pursuant to a Voting Agreement and Irrevocable Proxy dated April 7, 2010, Arizona Bay Technology Ventures, LP granted Mr. Brian Stewart an irrevocable proxy to vote its shares of Common Stock in favor of the proposals referred to in the Demand for Special Meeting and against any proposals reasonably likely to defeat, hinder, or delay such proposals and any other matter that may come before the Special Meeting, in the sole discretion of Mr. Brian Stewart, and agreed with Mr. Brian Stewart to vote its shares of Common Stock in favor of the proposals referred to in the Special Meeting Demand and against any proposals reasonably likely to defeat, hinder, or delay such proposals.

Percentage: Approximately 1.36%

(b) 1. Sole power to vote or direct to vote: 0

2. Shared power to vote or direct to vote: 318,214

3. Sole power to dispose or direct the disposition: 318,214

4. Sole power to dispose or direct the disposition: 0

L. Arizona Bay LLC

(a) As of the close of business on April 9, 2010, Arizona Bay LLC beneficially owned 52,560 Shares. Pursuant to the Voting Agreement and Irrevocable Proxy dated April 7, 2010, Arizona Bay LLC granted Mr. Brian Stewart an irrevocable proxy to vote its shares of Common Stock in favor of the proposals referred to in the Demand for Special Meeting and against any proposals reasonably likely to defeat, hinder, or delay such proposals and any other matter that may come before the Special Meeting, in the sole discretion of Mr. Brian Stewart, and agreed with Mr. Brian Stewart to vote its shares of Common Stock in favor of the proposals referred to in the Special Meeting Demand and against any proposals reasonably likely to defeat, hinder, or delay such proposals.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct to vote: 0

2. Shared power to vote or direct to vote: 52,560

3. Sole power to dispose or direct the disposition: 52,560

4. Sole power to dispose or direct the disposition: 0

(c) Other than DSAM Fund, LP, which on February 26, 2010 bought 5,000 shares of Common Stock for $1.15 per share on the open market, none of the other Reporting Persons has entered into any transactions in the shares of Common Stock in the past 60 days.

(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of such Shares.

(e) N/A

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Each of DSAM Fund, LP, Arizona Bay Technology Ventures, LP, and Arizona Bay, LLC executed a Voting Agreement and Irrevocable Proxy with Mr. Brian Stewart, dated April 7, 2010, pursuant to which (i) each agreed to vote their respective shares of Common Stock in favor of the proposals referred to in the Special Meeting Demand and against any proposals reasonably likely to defeat, hinder, or delay such proposals and (ii) each of DSAM Fund, LP, Arizona Bay Technology Ventures, LP, and Arizona Bay, LLC granted Mr. Brian Stewart an irrevocable proxy to vote their respective shares of Common Stock in favor of the proposals referred to in the Special Meeting Demand and against any proposals reasonably likely to defeat, hinder, or delay such proposals and any other matter that may come before the Special Meeting, in the sole discretion of Mr. Brian Stewart.

Each of Radisson Trading Company and A Plus International, Inc. executed a Voting Agreement and Irrevocable Proxy with Mr. Brian Stewart, dated April 8, 20210, pursuant to which (i) each agreed to vote their respective shares of Common Stock in favor of the proposals referred to in the Special Meeting Demand and against any proposals reasonably likely to defeat, hinder, or delay such proposals and (ii) each of Radisson Trading Company and A Plus International, Inc. granted Mr. Brian Stewart an irrevocable proxy to vote their respective shares of Common Stock in favor of the proposals referred to in the Special Meeting Demand and against any proposals reasonably likely to defeat, hinder, or delay such proposals and any other matter that may come before the Special Meeting, in the sole discretion of Mr. Brian Stewart.

A form of Voting Agreement and Irrevocable Proxy is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

Compass Global Management, Ltd. and Mr. Brian Stewart executed a Voting Agreement, dated April 8, 2010, pursuant to which each agreed to vote their respective shares of Common Stock in favor of the proposals referred to in the Special Meeting Demand and against any proposals reasonably likely to defeat, hinder, or delay such proposals. A copy of the Voting Agreement is attached hereto as Exhibit 99.4 and is incorporated herein by reference.

On April 14, 2010, the Reporting Persons entered into a Joint Filing Agreement in which the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required under applicable securities laws A copy of this agreement is attached hereto as Exhibit 99.5 and is incorporated herein by reference.

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.

Item 7. Material to Be Filed as Exhibits

99.1 Demand for Special Meeting, dated April 9, 2010

99.2 Demand for Stocklist, dated April 9, 2010

99.3 Form of Voting Agreement and Irrevocable Proxy, with table of parties granting proxies

99.4 Voting Agreement, dated April 8, 2010

99.5 Joint Filing Agreement, dated April 14, 2010.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated April 13, 2010

/s/ Brian Stewart		/s/ William Stewart
Brian Stewart		William Stewart

		FRANCIS CAPITAL MANAGEMENT, LLC

		By:	/s/ John P. Francis
		Name: John P. Francis
/s/ John P. Francis		Title: Managing Member
John P. Francis
CATALYSIS PARTNERS, LLC		CATALYSIS OFFSHORE, LTD.

By: Francis Capital Management, its Managing Member		By: Francis Capital Management, LLC,
		its Manager
By:	/s/ John P. Francis
Name: John P. Francis		By:	/s/ John P. Francis
Title: Managing Member		Name: John P. Francis
		Title: Managing Member

RADISSON TRADING COMPANY		A PLUS INTERNATIONAL, INC.

By:	/s/ Huei Ping Peng	By:	/s/ Wenchen Lin
Name: Huei Ping Peng		Name: Wenchen Lin
Title: President		Title: President

COMPASS GLOBAL MANAGEMENT LIMITED		DSAM FUND LP

By:	/s/ Thomas Wallace	By:	/s/ Angelica Morrone
Name: Thomas Wallace		Name: Angelica Morrone
Title:		Title: General Partner

ARIZONA BAY TECHNOLOGY VENTURES, L.P.		ARIZONA BAY, LLC

By: Arizona Bay Technology Management, L.P.		By:	/s/ David Graham
Its: General Partner		Name: David Graham
		Title: Managing Partner
By: Arizona Bay Technology Management, Ltd.
Its: General Partner

By:	/s/ David Graham
Name: David Graham
Title: Director

EX-99.1 2 v181075_ex99-1.htm Unassociated Document

EXHIBIT 99.1

DEMAND FOR SPECIAL MEETING OF STOCKHOLDERS

PATIENT SAFETY TECHNOLOGIES, INC.

TO: The Secretary of Patient Safety Technologies, Inc.

The undersigned stockholders represent at least twenty-five percent (25%) of the number of shares of stock outstanding and entitled to vote at a special meeting of the stockholders of Patient Safety Technologies, Inc., a Delaware corporation (the “Company”). Pursuant to Article I, Section 2 of the Company’s By-Laws (the “By-Laws”) and Section 211(d) of the Delaware General Corporation Law (the “DGCL”), the undersigned stockholders hereby demand that the Company call a special meeting of stockholders of the Company (the “Special Meeting”) for the purpose of considering and acting upon the following matters:

1.	Removal, without cause, of the following directors of the Company:

Howard Chase

Steven Kane

Loren McFarland

Eugene Bauer

William Hitchcock

Removal, without cause, of (i) any director of the Company appointed to fill a vacancy created by the resignation of any of the foregoing directors named in Proposal 1 above and (ii) any director of the Company appointed to fill a vacancy caused by an increase in the size of the Board of Directors of the Company that is effected between the date hereof and the conclusion of the Special Meeting.

3.	Repeal of any amendment to the bylaws of the Company adopted by the Board of Directors between the date hereof and the conclusion of the Special Meeting.

The undersigned stockholders further demand that the Company provide notice, no later than the close of business on April 13, 2010, of the date fixed for the Special Meeting and the record date for determining the stockholders entitled to notice of and to vote at the Special Meeting. Please direct such notice to David Grinberg at Manatt, Phelps & Phillips, LLP, either by facsimile ((310) 914-5750) or email (dgrinberg@manatt.com).

Each of the undersigned stockholders reserves the right to seek legal recourse if the Company fails to promptly respond to this demand or if the Company fails to hold the Special Meeting as promptly as practicable.

This demand for special meeting can be executed in one or more counterparts, all of which shall be considered together one and the same document.

[Signature Pages Follow]

Sincerely,

/s/ Brian Stewart

Brian Stewart

/s/ William Stewart

William Stewart

Date: April 7, 2010

SIGNATURE PAGE TO DEMAND FOR SPECIAL MEETING

CATALYSIS PARTNERS, LLC, a Delaware limited liability company

By: Francis Capital Management, LLC,

a California limited liability company,

its Managing Member

By: /s/ John P. Francis

John P. Francis, Managing Member

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 Member

FRANCIS CAPITAL MANAGEMENT, LLC, a California limited liability company

By: /s/ John P. Francis

John P. Francis, Managing Member

Date: April 7, 2010

SIGNATURE PAGE TO DEMAND FOR SPECIAL MEETING

RADISSON TRADING COMPANY

By: /s/ Huei Ping Peng

Name: Huei Ping Peng

Title: President

A PLUS INTERNATIONAL, INC.

By: /s/ Wenchen Lin

Name: Wenchen Lin

Title: President

Date: April 7, 2010

SIGNATURE PAGE TO DEMAND FOR SPECIAL MEETING

COMPASS GLOBAL MANAGEMENT LIMITED

By: /s/ Thomas Wallace

Name: Thomas Wallace

Title:

Date: April 7, 2010

SIGNATURE PAGE TO DEMAND FOR SPECIAL MEETING

DSAM FUND LP

By: /s/ Angelica Morrone

Name: Angelica Morrone

Title: General Partner

Date: April 7, 2010

SIGNATURE PAGE TO DEMAND FOR SPECIAL MEETING

ARIZONA BAY TECHNOLOGY VENTURES, LP

By: Arizona Bay Technology Management, L.P.

Its General Partner

By: Arizona Bay Technology Management, Ltd

Its General Partner

By: /s/ David Graham

Name: David Graham

Title: Director

ARIZONA BAY LLC

By: /s/ David Graham

Name: David Graham

Title: Managing Partner

Date: April 7, 2010

SIGNATURE PAGE TO DEMAND FOR SPECIAL MEETING

EX-99.2 3 v181075_ex99-2.htm Unassociated Document

EXHIBIT 99.2

April 7, 2010

VIA HAND DELIVERY AND FEDEX

Patient Safety Technologies, Inc.

c/o Corporation Services Company

2711 Centerville Road, Suite 400

Wilmington, DE 19808

Patient Safety Technologies, Inc.

Attn: Corporate Secretary

Caufield Place, Suite 102

Newtown, PA 18940

Re:

Demand to Inspect Stocklist Pursuant to Section 220 of the Delaware General Corporation Law

Dear Sir/Madam:

Brian Stewart (the “Record Holder”) is the record owner of shares of common stock of Patient Safety Technologies, Inc. (the “Company”).

Pursuant to Section 220 of the Delaware General Corporation Law (the “DGCL”), as the record owner of shares of common stock, the Record Holder hereby demands that he and his attorneys, representatives and agents be given, during usual business hours, the opportunity to inspect the following stocklist materials of the Company and to make copies or extracts therefrom.

(a) A complete record or list of the stockholders of the Company, certified by the Company’s transfer agent(s) and/or registrar(s), setting forth the name, telephone number and address of, and the number, series and class of shares of stock of the Company registered in the name of, each stockholder as of the date hereof, and as of any record date established or to be established for the special meeting of stockholders of the Company to be held for the purpose of voting on the proposals set forth in Exhibit A hereto, including any adjournments, postponements, reschedulings or continuations thereof or special meeting that may be called in lieu thereof (the “Special Meeting”) or any other meeting of stockholders held in lieu thereof (the date hereof and any such record date, each referred to separately as a “Determination Date”);

(b) Relating to the list of stockholders and all other information referred to in paragraph (a), electronic media containing such information, the computer processing data necessary for the Record Holder to make use of such information on electronic media and a hard copy printout of such information in order of descending balance of number of shares of stock for verification purposes;

Patient Safety Technologies, Inc.

Page 2

(c) All daily transfer sheets showing changes in the names, telephone numbers and addresses of the Company’s stockholders or in the number, series or class of shares of stock of the Company held by the Company’s stockholders that have occurred after the initial Determination Date and before (i) any subsequent Determination Date and (ii) the conclusion of the Special Meeting, in each case, that are in or come into the possession of the Company or its transfer agent(s), or that can reasonably be obtained from brokers, dealers, banks, clearing agencies or voting trusts or their nominees after the date of the stockholder list referred to in paragraph (a) and before the conclusion of the Special Meeting;

(d) All information in or that comes into the Company’s or its transfer agent(s)’ or registrar(s)’ possession or control or that can reasonably be obtained from brokers, dealers, banks, clearing agencies, voting trusts or their nominees or from other nominees of any central certificate depository system relating to the names and addresses and telephone numbers of and number, series and class of shares of stock of the Company as of each Determination Date held by the participating brokers and banks named in the individual nominee names of Cede & Co. or other similar depositories or nominees, including (i) respondent bank lists, and all omnibus proxies and related respondent bank proxies and listings issued pursuant to Rule 14b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and (ii) all “Weekly Security Position Listing Daily Closing Balances” reports issued by The Depository Trust Company with respect to the Company’s stock;

(e) All information in or that comes into the Company’s possession or control or that can reasonably be obtained from brokers, dealers, banks, clearing agencies, voting trusts or their nominees or from nominees of any central certificate depository system relating to the names and addresses and telephone numbers of and shares of stock of the Company held by the non-objecting beneficial owners of the stock of the Company as of each Determination Date, including such information which is obtainable pursuant to Rule 14b-1(c) or Rule 14b-2(c) under the Exchange Act, or electronic media, along with such computer processing data as is necessary for the Record Holder to make use of such information on electronic media, and a hard copy printout of such information in order of descending balance for verification purposes; and

(f) All lists on electronic media and the relevant processing data and printouts (as described in paragraph (b) above) containing the name and address of and number, series and class of stock of the Company attributable to any participant in any employee stock ownership plan, employee stock purchase plan or other employee compensation or benefit plan of the Company in which the decision to vote shares of stock of the Company held by such plan is made, directly or indirectly, individually or collectively, by the participants in the plan and the method(s) by which the Record Holder or its agents may communicate with each such participant, as well as the name, affiliation and telephone number of the trustee or administrator of each such plan, and a detailed explanation of the treatment not only of shares for which the trustee or administrator receives instructions from participants, but also shares for which either the trustee or administrator does not receive instructions or shares that are outstanding in the plan but are unallocated to any participant.

The Record Holder demands that all modifications, additions or deletions to any and all information referred to above be immediately furnished to the Record Holder as such modifications, additions or deletions become available to the Company or its agents or representatives.

Patient Safety Technologies, Inc.

Page 3

Upon presentment of appropriate documentation, the Record Holder will bear the reasonable costs incurred by the Company, including those of its transfer agent(s) or registrar(s), in connection with the production of the information demanded.

The purpose of this demand is to enable the Record Holder to communicate with the Company’s other stockholders on matters relating to their interests as stockholders and to vote on the proposals set forth in Exhibit A hereto and other corporate business that may be presented at the Special Meeting.

The Record Holder hereby designates and authorizes Ben D. Orlanski, Esquire and David M. Grinberg, Esquire of Manatt, Phelps & Phillips, LLP, 11355 Olympic Blvd., Los Angeles, California 90064, (310) 312-4000, and any other persons designated by Mr. Orlanski or Mr. Grinberg, acting singly or in any combination, to conduct the inspection and copying herein requested. It is requested that (i) with respect to the information regarding the record and beneficial owners of the capital stock of the Company as of the date hereof, the materials identified above be made available to the designated parties no later than the close of business on the fifth business day after the date of this letter, and (ii) with respect to all other information, all materials identified above relating to such information be made available to the designated parties as soon as any such materials become available to the Company. Pursuant to Section 220 of the DGCL, you are required to respond to this demand within five (5) business days of the date hereof. Accordingly, please advise the Record Holder’s counsel, Mr. Orlanski and/or Mr. Grinberg, as promptly as possible within the requisite time frame, when and where the items requested above will be made available to the Record Holder. If the Company contends that this request is incomplete or is otherwise deficient in any respect, please notify the Record Holder immediately in writing, with a copy to Mr. Orlanski and/or Mr. Grinberg, setting forth the facts that the Company contends support its position and specifying any additional information believed to be required. In the absence of such prompt notice, the Record Holder will assume that the Company agrees that this request complies in all respects with the applicable requirements of the DGCL. The Record Holder reserves the right to withdraw or modify this request at any time.

	Sincerely,

	/s/ Brian Stewart
	Brian Stewart

cc:	Ben D. Orlanski, Esquire

David M. Grinberg, Esquire

Patient Safety Technologies, Inc.

Page 4

EXHIBIT A

PROPOSALS TO BE VOTED ON AT SPECIAL MEETING OF STOCKHOLDERS

1.	Removal, without cause, of the following directors of the Company:

Howard Chase

Steven Kane

Loren McFarland

Eugene Bauer

3.	Repeal of any amendment to the bylaws of the Company adopted by the Board ofDirectors between the date hereof and the conclusion of the Special Meeting.

State of California	)
	) ss:
County of Los Angeles	)

Brian Stewart (the “Record Holder”), being sworn, states that:

1.	He executed the foregoing letter, and the information and facts stated therein (including the information regarding the Record Holder’s ownership and the purpose of this demand for inspection) is true and correct,

2.	Such demand for inspection is reasonably related to the Record Holder’s interest as a stockholder and is not desired for a purpose which is in the interest of a business or object other than the business of the Company, and

The foregoing letter contains a designation of Ben D. Orlanski, Esquire and David M. Grinberg, Esquire, and any other persons designated by the foregoing, or by the Record Holder, acting singly or in any combination, as the undersigned’s attorney or agent to conduct the inspection demanded by the Record Holder, and that the letter and this verification are the undersigned’s power of attorney authorizing the foregoing persons to act on behalf of the undersigned.

	/s/ Brian Stewart
	Brian Stewart

Subscribed and sworn to before me

this 9th day of April, 2010.

/s/ Gisella Soto

Notary Public

My commission expires: December 16, 2010

EX-99.3 4 v181075_ex99-3.htm Unassociated Document

EXHIBIT 99.3

VOTING AGREEMENT AND IRREVOCABLE PROXY TO VOTE STOCK OF

PATIENT SAFETY TECHNOLOGIES, INC.

The undersigned stockholder of Patient Safety Technologies, Inc., a Delaware corporation (the “Company”), hereby irrevocably (to the full extent permitted by the General Corporation Law of the State of Delaware) appoints Brian Stewart individually, or any party designated by Mr. Stewart in the event of his death or incapacity (the “Proxyholder”), as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the full extent that the undersigned is entitled to do so in its capacity as a stockholder) with respect to all of the shares of capital stock of the Company that now are or hereafter may be held of record and/or beneficially owned by the undersigned, and any and all other shares or securities of the Company acquired by the undersigned on or after the date hereof (collectively, the “Shares”) in accordance with the voting agreement described in the third paragraph below and, with respect to any other matter that may come before the Special Meeting (as defined below), in the sole discretion of the Proxyholder. Upon the undersigned’s execution of this irrevocable proxy, any and all prior proxies given by the undersigned with respect to any Shares are hereby revoked and the undersigned agrees not to grant any subsequent proxies with respect to the Shares during the Proxy Term (as defined below).

This irrevocable proxy is given in support of the voting agreement set forth in the following paragraph and is coupled with an interest, and is irrevocable (to the full extent permitted by the General Corporation Law of the State of Delaware). As used herein, the term “Proxy Term” shall mean the period commencing upon the execution of this irrevocable proxy and ending immediately following the conclusion of the Special Meeting.

During the Proxy Term, each of the Proxyholder and the undersigned hereby agree, for good and valuable consideration, to vote their respective Shares in favor of the proposals referred to in the Demand for Special Meeting attached as Exhibit A to this irrevocable proxy and against any proposals reasonably likely to defeat, hinder, or delay the such proposals.

The attorneys and proxies named above are hereby authorized and empowered by the undersigned, at any time during the Proxy Term, to act as the undersigned’s attorney and proxy to vote the Shares, and to exercise all voting and other rights of the undersigned with respect to the Shares at the Special Meeting, and any adjournments or postponements thereof. In addition to the other covenants and agreements of the undersigned provided for elsewhere in this irrevocable proxy, during the Proxy Term, the undersigned shall not enter into any agreement, arrangement or understanding with any natural person or entity to take any of the actions described in this irrevocable proxy and voting agreement, or the effect of which would be inconsistent with or violate the provisions and agreements contained in this irrevocable proxy and voting agreement.

Any obligation of the undersigned hereunder shall be binding upon the successors, heirs, agents, representatives, transferees and assigns of the undersigned.

The undersigned agrees to take, at the Proxyholders’ request, all reasonable steps necessary (including issuing instructions, notices or other documents) to cause any person or entity through whom the undersigned holds its Shares (including brokers, nominees, etc.) to execute such legal proxies, affidavits and other documents to effectuate the purposes of this irrevocable proxy and the voting agreement herein contained (including without limitation to cause such Shares to be voted in the manner required by the voting agreement and to cause a proxy to be granted to the Proxyholder to vote such Shares in the manner contemplated by the voting agreement).

For purposes of this voting agreement and irrevocable proxy, “Special Meeting” means the special meeting of stockholders of the Company at which the stockholders of the Company vote on the proposals referred to in the Demand for Special Meeting attached as Exhibit A hereto, including any adjournments or postponements of such special meeting.

The undersigned hereby revokes all proxies previously made by the undersigned regarding any Share.

For purposes of this voting agreement and irrevocable proxy, references to the “undersigned” do not refer to the Proxyholder.

This voting agreement and irrevocable proxy can be executed in one or more counterparts, all of which shall be considered together one and the same document.

This Agreement is governed by the laws of the State of Delaware.

[Signature Page Follows]

IN WITNESS WHEREOF, this Irrevocable Proxy is executed this ___ day of April 2010.

	Name of Stockholder:


	By:_________________________________
	Name:
	Title:

	PROXYHOLDER

	____________________________________
	Brian Stewart

Table of Parties Granting Proxies

DSAM Fund LP	Arizona Bay Technology Ventures, LP
Radisson Trading Company	Arizona Bay LLC
A Plus International, Inc.

EX-99.4 5 v181075_ex99-4.htm Unassociated Document

EXHIBIT 99.4

Brian Stewart

1905 Oak Avenue

Manhattan Beach, CA 90266

April 8, 2010

Thomas Wallace

Compass Global Management Limited

Re: Patient Safety Technologies, Inc. (the “Company”).

Dear Brian:

You and the undersigned hereby agree, for good and valuable consideration, to vote their respective shares of capital stock of the Company that now are or hereafter may be held of record and/or beneficially owned by you or the undersigned, and any and all other shares or securities of the Company acquired by your or the undersigned on or after the date hereof (collectively, the “Shares”), at any Special Meeting (as defined below), in favor of the proposals referred to in the Demand for Special Meeting attached as Exhibit A to this letter and against any proposals reasonably likely to defeat, hinder, or delay the such proposals.

The term of this letter agreement shall be the period commencing upon the execution of this letter and ending immediately following the conclusion of the Special Meeting.

Any obligation of the undersigned hereunder shall be binding upon the successors, heirs, agents, representatives, transferees and assigns of the undersigned.

You and the undersigned agree to take all reasonable steps necessary (including issuing instructions, notices or other documents) to cause any person or entity through whom you or the undersigned holds its Shares (including brokers, nominees, etc.) to execute such legal proxies, affidavits and other documents to effectuate the purposes of this letter agreement (including without limitation to cause such Shares to be voted in the manner required by his letter agreement).

For purposes of this letter agreement, “Special Meeting” means the special meeting of stockholders of the Company at which the stockholders of the Company vote on the proposals referred to in the Demand for Special M eeting attached as Exhibit A hereto, including any adjournments or postponements of such special meeting.

For purposes of this letter agreement proxy, references to the “undersigned” do not refer to Brian Stewart.

The parties are each authorized to disclose the existence of this letter agreement as may be required by law or as they each deem necessary to further the purposes hereof.

This letter agreement can be executed in one or more counterparts, all of which shall be considered together one and the same document, and shall be governed by the laws of the State of Delaware.

IN WITNESS WHEREOF, this letter agreement is executed this 8th day of April 2010.

	COMPASS GLOBAL MANAGEMENT LIMITED


	By: /s/ Thomas Wallace
	Name: Thomas Wallace
	Title:

	BRIAN STEWART


	/s/ Brian Stewart
	Brian Stewart

EX-99.5 6 v181075_ex99-5.htm Unassociated Document

EXHIBIT 99.5

JOINT FILING AGREEMENT

WHEREAS, certain of the undersigned are stockholders (collectively, the “Stockholders”), direct or beneficial, of Patient Safety Technologies, Inc., a corporation organized under the laws of the State of Delaware (the “Company”);

WHEREAS, on April 9, 2010, the Stockholders delivered a Demand for Special Meeting of the stockholders of the Company for the purpose of considering and acting upon the following matters at a special meeting of stockholder (the “Special Meeting”): (i) removal, without cause, of Howard Chase, Steven Kane, Loren McFarland, Eugene Bauer and William Hitchcock, each a director of the Company, (ii) removal, without cause, of (a) any director of the Company appointed to fill a vacancy created by the resignation of any of the foregoing directors and (b) any director of the Company appointed to fill a vacancy caused by an increase in the size of the Board of Directors of the Company that is effected between April 9, 2010, and the conclusion of the Special Meeting and (iii) repeal of any amendment to the bylaws of the Company adopted by the Board of Directors between April 9, 2010, and the conclusion of the Special Meeting.

NOW, IT IS AGREED, this 9th day of April 2010 by the parties hereto:

1. In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the Stockholders agrees to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the common stock, par value $0.33 per share, of the Company. Each Stockholder shall be responsible for the accuracy and completeness of his/its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other Stockholders, unless such Stockholder knows or has reason to know that such information is inaccurate. Brian Stewart or John Francis or their respective representatives shall provide each Stockholder with copies of all Schedule 13D filings and other public filings to be filed on behalf of such Stockholder at least 24 hours prior to the filing or submission thereof.

2. So long as this agreement (this “Agreement”) is in effect, each of the undersigned shall provide written notice to Manatt, Phelps & Phillips, LLP (“Manatt”) of (i) any of their purchases or sales of securities of the Company; or (ii) any securities of the Company over which they acquire or dispose of beneficial ownership. Notice shall be given no later than 24 hours after each such transaction.

3. Each of the undersigned agrees that any SEC filing, press release or stockholder communication proposed to be made or issued by the Stockholders or any Stockholder in connection with the Stockholders’ activities set forth in this Agreement shall be first approved by Brian Stewart or John P. Francis, or their respective representatives, which approval shall not be unreasonably withheld.

4. The relationship of the parties hereto shall be limited to carrying on the business of the Stockholders in accordance with the terms of this Agreement. Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein. Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification. Nothing herein shall restrict any party’s right to purchase or sell securities of the Company, as he/it deems appropriate, in his/its sole discretion, provided that all such sales are made in compliance with all applicable securities laws.

5. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.

6. In the event of any dispute arising out of the provisions of this Agreement or their investment in the Company, the parties hereto consent and submit to the exclusive jurisdiction of the Federal and State Courts in the State of New York.

7. Any party hereto may terminate his/its obligations under this Agreement on 24 hours’ written notice to all other parties, with a copy by fax to David Grinberg at Manatt, Fax No. (310) 914-5750.

8. Each party acknowledges that Manatt shall act as counsel for both the Stockholders and Brian Stewart and John P. Francis and each of their respective affiliates relating to their investment in the Company.

9. Each of the undersigned parties hereby agrees that this Agreement shall be filed as an exhibit to a Schedule 13D pursuant to Rule 13d-1(k) under the Exchange Act.

[signature page to follow]

IN WITNESS WHEREOF, the parties hereto have caused this Joint Filing Agreement to be executed as of the day and year first above written.

/s/ Brian Stewart Brian Stewart	/s/ William Stewart William Stewart

/s/ John P. Francis John P. Francis	FRANCIS CAPITAL MANAGEMENT, LLC, By: /s/ John P. Francis Name: John P. Francis Title: Managing Member

CATALYSIS PARTNERS, LLC By: Francis Capital Management, its Managing Member By: /s/ John P. Francis Name: John P. Francis Title: Managing Member	CATALYSIS OFFSHORE, LTD. By: Francis Capital Management, LLC, its Manager By: /s/ John P. Francis Name: John P. Francis Title: Managing Member

RADISSON TRADING COMPANY By: /s/ Huei Ping Peng Name: Huei Ping Peng Title: President	A PLUS INTERNATIONAL, INC. By: /s/ Wenchen Lin Name: Wenchen Lin Title: President
COMPASS GLOBAL MANAGEMENT LIMITED By: /s/ Thomas Wallace Name: Thomas Wallace Title:	DSAM FUND LP By: /s/ Angelica Morrone Name: Angelica Morrone Title: General Partner

ARIZONA BAY TECHNOLOGY VENTURES, LP By: Arizona Bay Technology Management, L.P. Its General Partner By: Arizona Bay Technology Management, Ltd Its General Partner By: /s/ David Graham Name: David Graham Title: Director	ARIZONA BAY LLC By: /s/ David Graham Name: David Graham Title: Managing Partner

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