sc13dza

0000950133-05-001954.txt : 20050505 0000950133-05-001954.hdr.sgml : 20050505 20050505152515 ACCESSION NUMBER: 0000950133-05-001954 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20050505 DATE AS OF CHANGE: 20050505 GROUP MEMBERS: FRANKLIN CAPITAL CORPORATION GROUP MEMBERS: MILTON C. AULT, III SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TUXIS CORP CENTRAL INDEX KEY: 0000736952 IRS NUMBER: 133196171 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58553 FILM NUMBER: 05803367 BUSINESS ADDRESS: STREET 1: 11 HANOVER SQ CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 2127850900 MAIL ADDRESS: STREET 1: 11 HANOVER SQUARE CITY: NEW YORK STATE: NY ZIP: 10005 FORMER COMPANY: FORMER CONFORMED NAME: BULL & BEAR MUNICIPAL INCOME FUND INC DATE OF NAME CHANGE: 19961023 FORMER COMPANY: FORMER CONFORMED NAME: BULL & BEAR MUNICIPAL SECURITIES INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AULT GLAZER & CO INVESTMENT MANAGEMENT LLC CENTRAL INDEX KEY: 0001212504 IRS NUMBER: 954696208 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 100 WILSHIRE BLVD STREET 2: 15TH FLOOR CITY: SANTA MONICA STATE: CA ZIP: 90401 BUSINESS PHONE: 3107521442 MAIL ADDRESS: STREET 1: 100 WILSHIRE BLVD STREET 2: 15TH FLOOR CITY: SANTA MONICA STATE: CA ZIP: 90401 FORMER COMPANY: FORMER CONFORMED NAME: GLAZER AULT & CO INVESTMENT MANAGEMENT LLC DATE OF NAME CHANGE: 20021231 SC 13D/A 1 w08736sc13dza.htm AMENDMENT NO. 1 TO SCHEDULE 13D sc13dza

OMB APPROVAL

OMB Number: 3235-0145

Expires: December 31, 2005

Estimated average burden
hours per response...15

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Tuxis Corporation

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

901 14 4 105

(CUSIP Number)

Lynne Silverstein
Ault Glazar & Company Investment Mangement, LLC
100 Wilshire Boulevard, Suite 1500, Santa Monica, CA 90401
(310) 752-1416

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 3, 2005

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. þ

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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

CUSIP No. 901 14 4 105

1. Name of Reporting Person:
Ault Glazer & Company Investment Management LLC I.R.S. Identification Nos. of above persons (entities only):
95-4696208

2. Check the Appropriate Box if a Member of a Group (See Instructions):

(a) o

(b) þ

3. SEC Use Only:

4. Source of Funds (See Instructions):
OO

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

6. Citizenship or Place of Organization:
Delaware

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With

7. Sole Voting Power:
0

8. Shared Voting Power:
110,400

9. Sole Dispositive Power:
0

10. Shared Dispositive Power:
110,400

11. Aggregate Amount Beneficially Owned by Each Reporting Person:
110,400

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o

13. Percent of Class Represented by Amount in Row (11): Approximately 11.2% (based upon 983,776 shares outstanding as of December 31, 2004, as disclosed in Tuxis Corporation’s semi-annual report to shareholders on Form N-CSR, as filed with the SEC on March 11, 2005)

14. Type of Reporting Person (See Instructions):
IA/HC

Page 2 of 11 pages

CUSIP No. 901 14 4 105

1. Name of Reporting Person:
Patient Safety Technologies, Inc. (formerly, Franklin Capital Corporation) I.R.S. Identification Nos. of above persons (entities only):
13-3419202

2. Check the Appropriate Box if a Member of a Group (See Instructions):

(a) o

(b) þ

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): o

6. Citizenship or Place of Organization:
Delaware

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With

7. Sole Voting Power:
0

8. Shared Voting Power:
110,400

9. Sole Dispositive Power:
0

10. Shared Dispositive Power:
110,400

11. Aggregate Amount Beneficially Owned by Each Reporting Person:
110,400

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o

13. Percent of Class Represented by Amount in Row (11): Approximately 11.2% (based upon 983,776 shares outstanding as of December 31, 2004, as disclosed in Tuxis Corporation’s semi-annual report to shareholders on Form N-CSR, as filed with the SEC on March 11, 2005)

14. Type of Reporting Person (See Instructions):
CO

Page 3 of 11 pages

CUSIP No. 901 14 4 105

1. Name of Reporting Person:
Milton C. Ault, III I.R.S. Identification Nos. of above persons (entities only):

2. Check the Appropriate Box if a Member of a Group (See Instructions):

(a) o

(b) þ

3. SEC Use Only:

4. Source of Funds (See Instructions):
OO and PF

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

6. Citizenship or Place of Organization:
USA

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With

7. Sole Voting Power:
0

8. Shared Voting Power:
110,400

9. Sole Dispositive Power:
0

10. Shared Dispositive Power:
110,400

11. Aggregate Amount Beneficially Owned by Each Reporting Person:
110,400

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
þ

13. Percent of Class Represented by Amount in Row (11): Approximately 11.2% (based upon 983,776 shares outstanding as of December 31, 2004, as disclosed in Tuxis Corporation’s semi-annual report to shareholders on Form N-CSR, as filed with the SEC on March 11, 2005)

14. Type of Reporting Person (See Instructions):
IN

Page 4 of 11 pages

Ault Glazer & Company Investment Management LLC, a Delaware limited liability company (“Adviser”), Patient Safety Technologies, Inc. (formerly, Franklin Capital Corporation), a Delaware corporation (“PST”), and Milton C. Ault, III (“Ault”), pursuant to Rule 13d-1 of the Securities Exchange Act of 1934, as amended (the “1934 Act”), hereby file this Schedule 13D (the “Statement”) with the Securities and Exchange Commission. The Adviser, PST, and Ault are collectively referred to herein as the “Reporting Persons”.

Item 1. Security and Issuer

This Statement relates to the Common Stock, $0.01 par value (the “Common Stock”), issued by Tuxis Corporation (“Tuxis”), a Maryland corporation. The principal executive offices of Tuxis are located at 11 Hanover Square, New York, NY 10005.

Item 2. Identity and Background

The Reporting Persons are as follows:

Name: Ault Glazer & Company Investment Management LLC
Place of Organization: Delaware
Principal Business: Investment Adviser
Address: 100 Wilshire Blvd., 15th Floor, Santa Monica, CA 90401
Criminal Proceedings: None
Applicable Civil, Judicial or Administrative Proceedings: None

Name: Patient Safety Technologies, Inc. (formerly, Franklin Capital Corporation)
Place of Organization: Delaware
Principal Business: Investment Company
Address: 100 Wilshire Blvd., 15th Floor, Santa Monica, CA 90401
Criminal Proceedings: None
Applicable Civil, Judicial or Administrative Proceedings: None

Name: Milton C. Ault, III
Address: 100 Wilshire Blvd., 15th Floor, Santa Monica, CA 90401
Criminal Proceedings: None
Applicable Civil, Judicial or Administrative Proceedings: None
Citizenship: United States

Pursuant to Rule 13d-3 of the 1934 Act, Adviser may be deemed to beneficial own approximately 66,100 shares of Tuxis Common Stock held by certain individually managed accounts and private investment funds (the “Advisory Clients”) over which Adviser holds discretionary voting and investment authority. Adviser disclaims beneficial ownership of all shares of Tuxis Common Stock held on behalf of such Advisory Clients.

PST directly holds approximately 44,300 shares of Tuxis Common Stock.

Ault is the Chief Investment Officer and managing member of Adviser, and the Chairman and Chief Executive Officer of PST. As a result, pursuant to Rule 13d-3 of the 1934 Act, Ault may be deemed to beneficially own the shares of Tuxis Common Stock beneficially owned by both the Adviser and PST as a result of the executive positions he holds with both entities. Mr. Ault disclaims beneficial ownership over all shares of Tuxis Common Stock imputed to him by virtue of his respective positions with the Adviser and PST.

Based upon Ault’s positions with both the Adviser and PST, and pursuant to Rule 13d-5(b) of the 1934 Act, each of Ault, the Adviser and PST may be deemed to be acting as a group for the purpose of acquiring, holding, voting or disposing of shares of Tuxis Common Stock. As a result, each Reporting Person may individually be deemed to beneficially own the aggregate number of shares of Tuxis Common Stock

Page 5 of 11 pages

collectively held by all of the Reporting Persons. Each of Ault, the Adviser and PST disclaim beneficial ownership of all shares of Tuxis Common Stock imputed to them by virtue of their designation as members of a group under Rule 13d-5(b) of the 1934 Act.

Item 3. Source and amount of Funds or other Consideration

The aggregate amount of funds used by Adviser to purchase shares of Tuxis Common Stock was approximately $538,500. Such amount was derived from the Advisory Clients.

The aggregate amount of funds used by PST to purchase shares of Tuxis Common Stock was approximately $322,500. Such amount was derived from PST’s working capital.

Item 4. Purpose of Transaction

On March 7, 2005, Ault, acting solely in his capacity as Chief Investment Officer and managing member of Adviser, contacted the management of Tuxis to recommend that Tuxis management explore a number of potential alternatives to enhance shareholder value. Specifically, Ault, on behalf of Adviser and the Advisory Clients, recommended that Tuxis management explore the possibility of effecting one or more of the following changes:

•   an extraordinary corporate transaction, such as a merger, reorganization or liquidation;

•   a sale or transfer of a material amount of assets of Tuxis;

•   a change in the present board of directors or management of Tuxis, including potentially changing the number of directors or the term of office of such directors;

•   a material change in the present capitalization or dividend policy of Tuxis;

•   deregistration of the Common Stock of Tuxis from the American Stock Exchange; and/or

•   termination of the registration of the Common Stock of Tuxis under the Securities Exchange Act of 1934, as amended, pursuant to Section 12(g)(4) thereunder.

The Reporting Persons continue to have concerns regarding the ability and willingness of current Tuxis management to maximize shareholder value. To that end, Ault, on behalf of the Reporting Persons, has forwarded a letter to the Board of Directors of Tuxis, dated May 5, 2005, addressing the Reporting Persons’ concerns regarding the present direction of the Tuxis. A copy of this correspondence is attached hereto as Exhibit B. The Reporting Persons continue to recommend that Tuxis management work with the Reporting Persons to unlock what the Reporting Persons believe to be the true shareholder value of Tuxis.

The Reporting Persons, may seek to actively participate in facilitating one or more of the above-referenced changes, though no specific transactions are contemplated at the present time.

In addition, the Reporting Persons may acquire additional shares of Common Stock of Tuxis. Specifically, the Reporting Persons have, collectively, purchased an additional 12,400 shares of Common Stock of Tuxis subsequent to the filing of their prior statement of beneficial ownership on Schedule 13D on March 16, 2005. The Reporting Persons are filing this Amendment No. 1 to such Schedule 13D to reflect the increase in the Reporting Persons’ relative beneficial ownership of Tuxis’s outstanding shares of Common Stock resulting from such additional purchases, as required by Rule 13d-2(a) of the 1934 Act.

Subject to availability at prices deemed favorable, the Reporting Persons may acquire additional shares of Common Stock of Tuxis from time to time in the open market, in privately negotiated transactions or otherwise. The Reporting Persons may also dispose of shares of Common Stock of Tuxis from time to time in the open market, in privately negotiated transactions or otherwise. The Reporting Person or persons

Page 6 of 11 pages

affiliated therewith may also enter into transactions directly with Tuxis with respect to the acquisition or disposition of shares, or otherwise.
Except as set forth above, the Reporting Persons have no present plans or intentions that relate to or that would result in any of the transactions described in clauses (a) through (j) of Item 4 of Schedule 13D.

Although the foregoing represents the range of activities presently contemplated by the Reporting Persons with respect to Tuxis and the Common Stock, it should be noted that the possible activities of the Reporting Persons are subject to change at any time.

Item 5. Interest in Securities of the Issuer

(a) Pursuant to Rule 13d-5(b) of the 1934 Act, each Reporting Person may be deemed as an individual to beneficially own the aggregate number of shares held by the Reporting Persons as a group. As a result, each Reporting Person may be deemed to beneficially own, as of the date hereof, approximately 110,400 shares of Tuxis Common Stock, representing approximately 11.2% of Tuxis’ total number of outstanding shares. The percentage of Common Stock owned, as reported in this Statement, was calculated based upon the total number of outstanding shares of Common Stock as of December 31, 2004 (983,776) as disclosed by Tuxis in its semi-annual report to shareholders on Form N-CSR, filed with the SEC on March 11, 2005, which represents the most recent available public filing containing such information.

(b) The respective responses of each Reporting Person to Items 7 through 11 set forth on the cover page of this Statement, which relate to beneficial ownership of shares of the Tuxis Common Stock, are incorporated herein by reference.

(c) Below is a list of each transaction in shares of Tuxis Common Stock that involved a Reporting Person during the previous sixty days.

Amount

Transaction

Bought

Transaction

Name

Transaction Date

Company

Type

or Sold

Price

Broker

Patient Safety Technologies, Inc.

04/22/2005

Tuxis Corporation

Buy

500

8.136

BEST

Patient Safety Technologies, Inc.

05/02/2005

Tuxis Corporation

Buy

2800

7.9579

BEST

Patient Safety Technologies, Inc.

05/03/2005

Tuxis Corporation

Buy

1500

8.0407

BEST

Patient Safety Technologies, Inc.

05/04/2005

Tuxis Corporation

Buy

1500

8.1767

BEST

(d) Not Applicable.

(e) Not Applicable.

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

Except as otherwise set forth in this Statement, the Reporting Persons have no contracts, arrangements, understandings or relationships with respect to the securities of Tuxis.

Item 7. Material to Be Filed as Exhibits

Exhibit A: Joint Filing Agreement Pursuant to Rule 13d-1

Exhibit B: Letter to the Board of Directors of Tuxis Corporation, dated May 5, 2005

Page 7 of 11 pages

SIGNATURE

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.

Date: Mary 5, 2005

Ault Glazer & Company Investment

Management LLC

/s/ Milton C. Ault III
Milton C. Ault, III, Managing Member

Patient Safety Technologies, Inc.
(formerly, Franklin Capital Corporation)

/s/ Milton C. Ault III
Milton C. Ault, III, Chairman and
Chief Executive Officer

Milton C. Ault, III

/s/ Milton C. Ault III

Page 8 of 11 pages

EX-99.A 2 w08736exv99wa.htm EXHIBIT A exv99wa

EXHIBIT A

Joint Filing Agreement Pursuant to Rule 13d-1

This agreement is made pursuant to Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934 (the “Act”) by and among the parties listed below, each referred to herein as a “Joint Filer”. The Joint Filers agree that a statement of beneficial ownership as required by Sections 13(g) or 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.

Dated: May 5, 2005

Ault Glazer & Company Investment
Management LLC

/s/ Milton C. Ault III
Milton C. Ault, III, Managing Member

Patient Safety Technologies, Inc.
(formerly, Franklin Capital Corporation)

/s/ Milton C. Ault III
Milton C. Ault, III, Chairman and
Chief Executive Officer

Milton C. Ault, III

/s/ Milton C. Ault III

Page 9 of 11 pages

EX-99.B 3 w08736exv99wb.htm EXHIBIT B exv99wb

EXHIBIT B

LETTER TO BOARD OF DIRECTORS OF TUXIS CORPORATION

May 5, 2005

Board of Directors
Tuxis Corporation
11 Hanover Square
New York, New York

Re: Tuxis Restructuring – Unlocking Shareholder Value

Dear Board of Directors:

Certain funds and affiliates managed by Ault Glazer & Company Investment Management, LLC (“Ault Glazer”) and/or its principals, collectively own approximately eleven percent (11%) of Tuxis common stock. As you know, we are one of the company’s largest shareholders.

As the Chief Investment Officer for Ault Glazer, I began to purchase shares of Tuxis because I believed the shares were undervalued and that management could turn things around. On March 7, 2005, I contacted the management team to offer certain constructive thoughts regarding turning the company around and raising what I call stake, not share, holder value. At that time I discussed with management the possibility of exploring a number of potential alternatives to enhance shareholder value. In particular, I discussed and recommended that management explore the possibility of effecting one or more of the following changes:

•   an extraordinary corporate transaction, such as a merger, reorganization or liquidation;

•   a sale or transfer of a material amount of the company’s assets;

•   a change in the present board of directors or management, including potentially changing the number of directors or the term of office of such directors;

•   a material change in the present capitalization or dividend policy;

•   deregistration of the common stock from the American Stock Exchange; and/or

•   termination of the registration of the common stock under the Securities Exchange Act of 1934, as amended, pursuant to Section 12(g)(4) thereunder.

Many weeks have now passed since our earlier conversation with management, and we have yet to receive either a response to our proposals, or an update regarding management’s plans to increase shareholder value through one or more of the options we offered. Despite our good faith efforts to lay out proposals that would benefit all key constituents by unlocking the true value of the company, our proposals regrettably failed to gain any traction with management. Consequently, at the instruction of Mr. Winmill, we were informed that any and all future matters relating to discussions with the company concerning any of the aforementioned plans must be communicated, in writing, directly with the Board of Directors of Tuxis. This letter serves that purpose.

While we remain enthusiastic about Tuxis’ long-term prospects, we are very concerned that the company’s current management team is not executing the company’s business plan to its fullest potential to maximize shareholder value and, in fact, is restricting the company’s operational flexibility and ability to compete effectively in the marketplace.

After being rebuffed in our efforts to engage management in a constructive restructuring dialogue, we have spent additional time analyzing in detail the company’s public disclosure regarding its corporate operations, investments, conflicts, and business plans (or lack thereof). Based on the foregoing analyses, we have seen the company’s operations and financial condition deteriorate over the past seven (7) years. For example:

Page 10 of 11 pages

•   Management canceled the payment of dividends after years of continuous quarterly dividends

•   The company’s NAV has dropped approximately 40% in 5 years, from $15.19 to $9.11

•   Management fired the external service provider that assessed the company’s net asset value (NAV) the same day as it canceled further dividends

•   The company has no on-going operations but pays extraordinarily high “rent” to another “business” it “shares” space with. That “business” is, in turn, owned by management.

•   The company has been buying properties in a management-described “rural” area that also “happens” to coincide with where the president of the company maintains a home.

•   Management bought a Dairy-Queen-like property in a rural area and is still seeking a tenant a year later.

•   Management purchased a bowling alley in a rural area intending to “renovate the building and landscaping, obtain requisite zoning and other permits, engage in an active leasing program, and operate the site for multiple tenants in retail and other businesses.” A full 15 months later, the company still uses the exact same words to describe the status of the property.

•   Most troubling though, is “management’s” closing lines in its most recent annual report noting that as a result of, “sharing [shareholders’] optimism about the company’s potential, management and its affiliates own approximately 21% of the company’s outstanding shares.” We believe that 20% is the absolute MINIMUM a shareholder can have to control a company. As a result, we do not believe that management’s 21% ownership interest in Tuxis demonstrates optimism in the company, but instead represents a slap in the face to those who would like to see shareholders looked after.

Management appears to be operating in a state of denial with respect to Tuxis’ business potential and financial condition. In addition, management’s interests appear to conflict with those of Tuxis’ shareholders. Thus, we believe it is in the best interest of the company for the Board to address these very clear and real issues. In our view, prolonging the time prior to such intervention will only result in the continuing decline in enterprise value.

While we were very disappointed by the unwillingness of management to engage in a constructive discussion regarding our proposals, we are hopeful that the Board will dialogue with us. We believe very strongly that the Board’s prompt attention to our above-referenced proposals is in the best interest of the company and its key constituents and shareholders, other than the entrenched management of Tuxis.

While this letter articulates our belief that the company would benefit considerably from engaging in one or more of the proposals above, we nevertheless remain open to a cooperative process that would allow the company to fully maximize shareholder value. As we have previously discussed with management, it is our goal to work diligently with the Board to develop a strategic plan to unlock the company’s value.

We urge you to take all necessary steps to maximize value for Tuxis shareholders. We believe that a critical first step towards this goal is for you to enter into meaningful communication with us and potentially other key stakeholders, while giving due consideration to the fact that Mr. Winmill should no longer control such communications. We believe the value of the enterprise will continue to diminish each day that these fundamental issues are not addressed.

In the event that our attempts to discuss the foregoing solutions regarding the company’s diminishing value with the Board are also rebuffed, we offer as additional options, the termination of existing management in favor of more qualified turnaround specialists or the retention of an investment banking firm to calculate the potential liquidation value of the company.

Nothing contained in this letter shall prejudice the full exercise by Ault Glazer of any and all of its rights and remedies against the company, and against each of its Directors and Officers, all of which are expressly reserved hereby.

Sincerely,

Milton C. Ault, III

Page 11 of 11 pages


CUSIP No. 901 14 4 105

	1.	Name of Reporting Person: Ault Glazer & Company Investment Management LLC			I.R.S. Identification Nos. of above persons (entities only): 95-4696208

	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	o
		(b)	þ

	3.	SEC Use Only:

	4.	Source of Funds (See Instructions): OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

	6.	Citizenship or Place of Organization: Delaware

Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: 0

			8.	Shared Voting Power: 110,400

			9.	Sole Dispositive Power: 0

			10.	Shared Dispositive Power: 110,400

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 110,400

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o

	13.	Percent of Class Represented by Amount in Row (11): Approximately 11.2% (based upon 983,776 shares outstanding as of December 31, 2004, as disclosed in Tuxis Corporation’s semi-annual report to shareholders on Form N-CSR, as filed with the SEC on March 11, 2005)

	14.	Type of Reporting Person (See Instructions): IA/HC


CUSIP No. 901 14 4 105

	1.	Name of Reporting Person: Patient Safety Technologies, Inc. (formerly, Franklin Capital Corporation)			I.R.S. Identification Nos. of above persons (entities only): 13-3419202

	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	o
		(b)	þ

	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): o

	6.	Citizenship or Place of Organization: Delaware

Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: 0

			8.	Shared Voting Power: 110,400

			9.	Sole Dispositive Power: 0

			10.	Shared Dispositive Power: 110,400

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 110,400

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o

	13.	Percent of Class Represented by Amount in Row (11): Approximately 11.2% (based upon 983,776 shares outstanding as of December 31, 2004, as disclosed in Tuxis Corporation’s semi-annual report to shareholders on Form N-CSR, as filed with the SEC on March 11, 2005)

	14.	Type of Reporting Person (See Instructions): CO


CUSIP No. 901 14 4 105

	1.	Name of Reporting Person: Milton C. Ault, III			I.R.S. Identification Nos. of above persons (entities only):

	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	o
		(b)	þ

	3.	SEC Use Only:

	4.	Source of Funds (See Instructions): OO and PF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

	6.	Citizenship or Place of Organization: USA

Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: 0

			8.	Shared Voting Power: 110,400

			9.	Sole Dispositive Power: 0

			10.	Shared Dispositive Power: 110,400

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 110,400

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): þ

	13.	Percent of Class Represented by Amount in Row (11): Approximately 11.2% (based upon 983,776 shares outstanding as of December 31, 2004, as disclosed in Tuxis Corporation’s semi-annual report to shareholders on Form N-CSR, as filed with the SEC on March 11, 2005)

	14.	Type of Reporting Person (See Instructions): IN

	•	an extraordinary corporate transaction, such as a merger, reorganization or liquidation;

	•	a sale or transfer of a material amount of assets of Tuxis;

	•	a change in the present board of directors or management of Tuxis, including potentially changing the number of directors or the term of office of such directors;

	•	a material change in the present capitalization or dividend policy of Tuxis;

	•	deregistration of the Common Stock of Tuxis from the American Stock Exchange; and/or

	•	termination of the registration of the Common Stock of Tuxis under the Securities Exchange Act of 1934, as amended, pursuant to Section 12(g)(4) thereunder.


	Ault Glazer & Company Investment Management LLC
	/s/ Milton C. Ault III
	Milton C. Ault, III, Managing Member


	Patient Safety Technologies, Inc. (formerly, Franklin Capital Corporation)
	/s/ Milton C. Ault III
	Milton C. Ault, III, Chairman and
	Chief Executive Officer


	Ault Glazer & Company Investment Management LLC
	/s/ Milton C. Ault III
	Milton C. Ault, III, Managing Member

	•	Management canceled the payment of dividends after years of continuous quarterly dividends

	•	The company’s NAV has dropped approximately 40% in 5 years, from $15.19 to $9.11

	•	Management fired the external service provider that assessed the company’s net asset value (NAV) the same day as it canceled further dividends

	•	The company has no on-going operations but pays extraordinarily high “rent” to another “business” it “shares” space with. That “business” is, in turn, owned by management.

	•	The company has been buying properties in a management-described “rural” area that also “happens” to coincide with where the president of the company maintains a home.

	•	Management bought a Dairy-Queen-like property in a rural area and is still seeking a tenant a year later.

	•	Management purchased a bowling alley in a rural area intending to “renovate the building and landscaping, obtain requisite zoning and other permits, engage in an active leasing program, and operate the site for multiple tenants in retail and other businesses.” A full 15 months later, the company still uses the exact same words to describe the status of the property.

	•	Most troubling though, is “management’s” closing lines in its most recent annual report noting that as a result of, “sharing [shareholders’] optimism about the company’s potential, management and its affiliates own approximately 21% of the company’s outstanding shares.” We believe that 20% is the absolute MINIMUM a shareholder can have to control a company. As a result, we do not believe that management’s 21% ownership interest in Tuxis demonstrates optimism in the company, but instead represents a slap in the face to those who would like to see shareholders looked after.