-----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, Dz3iakLygcmlHMwOOPxIAHdrMVXvbVJEjYncNS/Fla3Mt6E74VKmrxmulHP4hluB u27wy6ZQmvQr8wbLKa8/RA== 0001144204-06-010243.txt : 20060316 0001144204-06-010243.hdr.sgml : 20060316 20060316154030 ACCESSION NUMBER: 0001144204-06-010243 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060316 DATE AS OF CHANGE: 20060316 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: 06691836 BUSINESS ADDRESS: STREET 1: 11 HANOVER SQUARE CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 2127859300 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: 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/A BUSINESS ADDRESS: STREET 1: 1800 CENTURY PARK EAST STREET 2: STE. 200 CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: (310) 895-7750 MAIL ADDRESS: STREET 1: 1800 CENTURY PARK EAST STREET 2: STE. 200 CITY: LOS ANGELES STATE: CA ZIP: 90067 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/A 1 v037885_sc13da.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



SCHEDULE 13D
Under the Securities Exchange Act of 1934

(Amendment No. 7)*

Tuxis Corporation
________________________________________________________________________________________________
(Name of Issuer)


Common Stock, $0.01 par value
________________________________________________________________________________________________
(Title of Class Securities)


901 14 4 105
_______________________________________________________________________________________________
(CUSIP Number)

Louis Glazer, M.D. Ph.G.
 Chief Executive Officer
Patient Safety Technologies, Inc.
(formerly, Franklin Capital Corp.)
1800 Century Park East, Suite 200, Los Angeles, CA 90067
(310) 895-7750
________________________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

March 8, 2006
________________________________________________________________________________________________
(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. o
 
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 the disclosure provided in a prior cover page.
 
The information required in 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).
 

 
Page 1 of 7


CUSIP No. 901 14 4 105
SCHEDULE 13D
 

1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Patient Safety Technologies, Inc. (formerly, Franklin Capital Corporation)
13-3419202


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

(a) o
 
(b) x


3. SEC Use Only   

4. Source of Funds (See Instructions) WC  


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


6. Citizenship or Place of Organization   Delaware 
 

 
Number of Shares Bene-ficially Owned by Each Reporting Person With:
7. Sole Voting Power   
                                   
8. Shared Voting Power  41,000
 
9. Sole Dispositive Power 
 
10. Shared Dispositive Power  41,000
 
 
11. Aggregate Amount Beneficially Owned by Each Reporting Person  41,000

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

13. Percent of Class Represented by Amount in Row (11)  Approximately 4.16% (based upon approximately 984,000 shares outstanding as of October 5, 2005, as disclosed in Tuxis Corporation’s annual report to shareholders on Form N-SAR, as filed with the SEC on March 1, 2006)

14. Type of Reporting Person (See Instructions)

CO
 
Page 2 of 7


Patient Safety Technologies, Inc., a Delaware corporation (“PST”), pursuant to Rule 13d-2 of the Securities Exchange Act of 1934, as amended (the “1934 Act”), hereby files this amended Schedule 13D (the “Statement”) with the Securities and Exchange Commission.
 
PST had previously reported its beneficial ownership in Tuxis Corporation, a Maryland corporation (“Tuxis”) jointly with Ault Glazer Bodnar & Company Investment Management, LLC, a Delaware limited liability company (“Adviser”) and Milton C. Ault, III (“Ault”), as a result of Ault’s position as Chairman and Chief Executive Officer of PST. Effective January 9, 2006, Mr. Ault resigned his position as Chairman and Chief Executive Officer of PST. Subsequent to Mr. Ault’s resignation, on March 8, 2006, PST began to implement a planned liquidation of its holdings in Tuxis. This Statement is being filed by PST to reflect the fact that, as a result of both Ault’s resignation and PST’s subsequent plan to liquidate its holdings in Tuxis, PST will no longer be jointly reporting its beneficial ownership with either Adviser or Ault, as a result of being deemed a member of a group under Rule 13d-5 of the 1934 Act or otherwise.
 
Item 1. Security and Issuer
 
This Statement relates to the Common Stock, $0.01 par value (the “Common Stock”), issued by Tuxis. The principal executive offices of Tuxis are located at 11 Hanover Square, New York, NY 10005.
 
Item 2. Identity and Background
 
Name: Patient Safety Technologies, Inc. (formerly, Franklin Capital Corporation)
Place of Organization: Delaware
Principal Business: Operating Company
Address: 1800 Century Park East, Suite 200, Los Angeles, CA 90067
Criminal Proceedings: None
Applicable Civil, Judicial or Administrative Proceedings: None
 
PST directly holds approximately 41,000 shares of Tuxis Common Stock.
 
 
Page 3 of 7


Item 3. Source and amount of Funds or other Consideration
 
The aggregate amount of funds and other consideration used by PST to purchase shares of Tuxis Common Stock was approximately $792,022 in cash and approximately 38,000 shares of PST Common Stock. Such amount was derived from PST’s working capital and authorized capital stock.
 
Item 4. Purpose of Transaction
 
PST had previously reported its beneficial ownership in Tuxis jointly with Adviser and Ault, as a result of Ault’s position as Chairman and Chief Executive Officer of PST. Effective January 9, 2006, Mr. Ault resigned his position as Chairman and Chief Executive Officer of PST. Subsequent to Mr. Ault’s resignation, on March 8, 2006, PST began to implement a planned liquidation of its holdings in Tuxis. This Statement is being filed by PST to reflect the fact that, as a result of both Ault’s resignation and PST’s subsequent plan to liquidate its holdings in Tuxis, PST will no longer be jointly reporting its beneficial ownership with either Adviser or Ault, as a result of being deemed a member of a group under Rule 13d-5 of the 1934 Act or otherwise.
 
Notwithstanding its current plan to liquidate its holdings in Tuxis, subject to availability at prices deemed favorable, PST may acquire additional shares of Common Stock of Tuxis from time to time in the open market, in privately negotiated transactions or otherwise. PST may also dispose of shares of Common Stock of Tuxis from time to time in the open market, in privately negotiated transactions or otherwise. PST or persons affiliated therewith may also enter into transactions directly with Tuxis with respect to the acquisition or disposition of shares, or otherwise.
 
As of March 16, 2006, PST owns less than 5% of Tuxis Common Stock.
 
Page 4 of 7

 
Except as set forth above, PST has 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 PST with respect to Tuxis and the Common Stock, it should be noted that the possible activities of PST are subject to change at any time.
 
Item 5. Interest in Securities of the Issuer
 
(a) The response of PST to Items 11 and 13 set forth on the cover page of this Statement, which relate to the aggregate beneficial ownership of shares of Tuxis Common Stock, are incorporated herein by reference.
 
(b) The responses of PST 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 PST during the previous sixty days.

 
Transaction
 
Transaction
Amount
Transaction
 
Name
Date
Company
Type
Bought or Sold
Price
Broker
Patient Safety Technologies Inc
3/8/2006
Tuxis Corporation
Sell
13,900
$7.4107
BEST
Patient Safety Technologies Inc
3/10/2006
Tuxis Corporation
Sell
500
$7.3875
BEST
Patient Safety Technologies Inc
3/13/06
Tuxis Corporation
Sell
13,600
$6.9578
BEST
Patient Safety Technologies Inc
3/14/06
Tuxis Corporation
Sell
3,000
$7.0207
BEST
Patient Safety Technologies Inc
3/15/06
Tuxis Corporation
Sell
10,000
$6.8279
BEST
Patient Safety Technologies Inc
3/16/06
Tuxis Corporation
Sell
19,800
$6.5751
BEST
 
(d) Not Applicable.
 
(e) As of March 16, 2006, PST owns less than 5% of Tuxis Common Stock.
 
Page 5 of 7

 
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
 
None.
 
 

Page 6 of 7



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: March 16, 2006            

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

                /s/ Louis Glazer, M.D. Ph.G________   
                Louis Glazer, M.D. Ph.G
                Chief Executive Officer

 



Page 7 of 7


 
 
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