Patient Safety Technologies' Board Approves Restructuring Steps, Including Spin-off of Its Subsidiary, SurgiCount Medical
2006年10月5日 - 9:59PM
ビジネスワイヤ(英語)
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.
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