SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of
Report (Date of earliest event reported): July 6, 2004
Patient
Safety Technologies, Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
or Other Jurisdiction
of
Incorporation)
|
333-124594
(Commission
File
Number)
|
13-3419202
(I.R.S.
Employer
Identification
Number)
|
100
Wilshire Blvd., Ste. 1500, Santa Monica, CA 90401
(Address
of principal executive offices) (zip code)
(310)
752-1416
(Registrant's
telephone number, including area code)
Marc
J.
Ross, Esq.
Sichenzia
Ross Friedman Ference LLP
1065
Avenue of the Americas
New
York,
New York 10018
Phone:
(212) 930-9700
Fax:
(212) 930-9725
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
4.01 Changes in Registrant’s Certifying Accountant.
(i)
On
July 6, 2004, Ernst & Young LLP ("E&Y") indicated to Franklin Capital
Corporation (currently, Patient Safety Technologies, Inc.) ("Franklin") that,
due to economic reasons, E&Y would not stand for re-election as Franklin's
independent accountants for the year ended December 31, 2004 and that the
client
auditor relationship between Franklin and E&Y will cease upon the filing of
Franklin's Quarterly Report on a Form 10-Q for the quarterly period ended
June
30, 2004, which Form 10-Q was filed August 16, 2004.
(ii)
E&Y's report on Franklin's financial statements for the fiscal years ended
December 31, 2002 and 2003 did not contain an adverse opinion or disclaimer
of
opinion and was not qualified or modified as to uncertainty, audit scope
or
accounting principles, except for their reports dated March 5, 2004 and March
7,
2003 on Franklin's financial statements, which contained an explanatory
paragraph indicating substantial doubt existed about Franklin's ability to
continue as a going concern.
(iii)
The
decision to change accountants was not presented to, recommended or approved
by
Franklin's audit committee or Board of Directors.
(iv)
During Franklin's fiscal years ended December 31, 2002 and 2003, and through
August 16, 2004, there were no disagreements with E&Y on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements, if not resolved to the satisfaction
of
E&Y, would have caused E&Y to make reference to the subject matter of
the disagreements in connection with its reports on Franklin’s financial
statements.
(v)
During Franklin's fiscal years ended December 31, 2002 and 2003, and through
August 16, 2004, there were no "reportable events" as set forth in Item
304(a)(1)(v) of Regulation S-K.
(vi)
As
reported in a Form 8-K filed on November 3, 2004, Franklin engaged Rothstein,
Kass & Company, P.C. on October 28, 2004 to succeed E&Y as Franklin's
independent accountants.
(vii)
Franklin has provided E&Y with a copy of this report prior to its filing
with the Securities and Exchange Commission (the "Commission") and requested
that E&Y furnish a letter addressed to the Commission stating whether it
agrees with the statements made by Franklin in this report and, if not, stating
the respects in which it does not agree. A copy of such letter is filed herewith
as an exhibit.
Item
9.01 Financial Statements and Exhibits.
(c)
Exhibits
|
Exhibit
Number
|
|
Description
|
|
16.1
|
|
Letter
from Ernst & Young LLP dated August 30,
2005
|
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
| |
|
|
| |
Patient
Safety Technologies, Inc. |
|
|
|
| Dated:
August 30, 2005 |
By: |
/s/
Milton Ault |
| |
Name:
Milton
“Todd” Ault, III |
| |
Title:
Chief
Executive Officer |