-----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, JEh/TDGFL6OHMnhrbdCBop8gkUEfkUKAFazI5VE1NeZHOMcqz5kUSfwwrMA0VCIq PxsY+yk+aLl4FBwxF476RA== 0001144204-09-015858.txt : 20090324 0001144204-09-015858.hdr.sgml : 20090324 20090324145120 ACCESSION NUMBER: 0001144204-09-015858 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090324 DATE AS OF CHANGE: 20090324 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SafeStitch Medical, Inc. CENTRAL INDEX KEY: 0000876378 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 112962080 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-44410 FILM NUMBER: 09701197 BUSINESS ADDRESS: STREET 1: 4400 BISCAYNE BLVD. STREET 2: SUITE 980 CITY: MIAMI STATE: FL ZIP: 33137 BUSINESS PHONE: 305-525-4146 MAIL ADDRESS: STREET 1: 4400 BISCAYNE BLVD. STREET 2: SUITE 980 CITY: MIAMI STATE: FL ZIP: 33137 FORMER COMPANY: FORMER CONFORMED NAME: CELLULAR TECHNICAL SERVICES CO INC DATE OF NAME CHANGE: 19930328 POS AM 1 v143739_posam.htm
As filed with the Securities and Exchange Commission on March 24, 2009
Registration No. 333-44410
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

POST EFFECTIVE AMENDMENT NO. 1
TO

FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_________________

 
SAFESTITCH MEDICAL, INC. 
(Exact name of registrant as specified in its charter)
 
Delaware
  
11-2962080
(State or other jurisdiction of incorporation
or organization)
  
(IRS Employer
Identification Number)

4400 Biscayne Boulevard, Suite 670
Miami Florida 33137
(Address of Principal Executive Offices)
 

1996 Stock Option Plan, As Amended
1993 Non-Employee Director Stock Option Plan, As Amended
 
(Full title of the Plan)
_________________
 
Adam S. Jackson
Chief Financial Officer
SafeStitch Medical, Inc.
4400 Biscayne Boulevard, Suite 670
Miami, Florida 33137
(Name and address of agent for service)
 
(305) 575-6000
Telephone number, including area code, of agent for service

Copies to:
Robert L. Grossman, Esq.
Greenberg Traurig, P.A.
1221 Brickell Avenue
Miami, Florida 33131
(305) 579-0500
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o
          
 Accelerated filer o
Non-accelerated filer o
  
(Do not check if a smaller reporting company)
  
 Smaller reporting company þ
 
 
EXPLANATORY NOTE:  DEREGISTRATION OF SECURITIES
 
On August 24, 2000, SafeStitch Medical, Inc., a Delaware corporation (formerly known as Cellular Technical Services Company, Inc., the “Company”), filed with the Securities and Exchange Commission a registration statement on Form S-8, File No. 333-44410 (the “Registration Statement”), registering 225,000 shares of its common stock, par value $0.001 per share (“Common Stock”), to be issued in connection with the Company’s 1996 Stock Option Plan, as amended (the “1996 Plan”), and 40,000 shares of Common Stock to be issued in connection with the Company’s 1993 Non-Employee Director Stock Option Plan, as amended (the “1993 Plan” and, together with the 1996 Plan, the “Plans”).  The Company has terminated the Plans; consequently, the Company is filing this Post-Effective Amendment No. 1 to the Registration Statement to remove, and hereby does remove, from registration all shares of Common Stock registered on the Registration Statement that remain unissued under the Plans.
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida on this 24th day of March, 2009.
 
  SAFESTITCH MEDICAL, INC.  
       
 
By:
/s/ Jeffrey G. Spragens       
    Jeffrey G. Spragens  
   
Chief Executive Officer and President
  
       
 
POWER OF ATTORNEY
 
Each person whose signature appears below hereby appoints Jeffrey G. Spragens and Adam S. Jackson his true and lawful attorney-in-fact with authority to execute in the name of each such person, and to file with the Securities and Exchange Commission, together with any exhibits thereto and other documents therewith, any and all amendments (including without limitation post-effective amendments) to this registration statement necessary or advisable to enable the registrant to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, which amendments may make such other changes in the registration statement as the aforesaid attorney-in-fact executing the same deems appropriate. Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 has been signed below by the following persons in the capacities and on the dates indicated.
 
Signature
  
Title
  
Date
         
/s/  Jeffrey G. Spragens
  
Chief Executive Officer and President (Principal Executive Officer)
  
March 24, 2009
Jeffrey G. Spragens
        
         
/s/  Jane H. Hsiao, Ph.D.
  
Chairman of the Board of Directors
  
March 24, 2009
Jane H. Hsiao, Ph.D.        
         
/s/  Dr. Charles Filipi
  
Medical Director and Director
  
March 24, 2009
Dr. Charles Filipi        
         
/s/  Dr. Kenneth Heithoff
  
Director
  
March 24, 2009
Dr. Kenneth Heithoff        
         
/s/  Steven D. Rubin
  
Director
  
March 24, 2009
Steven D. Rubin        
         
/s/  Richard Pfenniger, Jr.
  
Director
  
March 24, 2009
Richard Pfenniger, Jr.        
         
/s/  Kevin Wayne
  
Director
  
March 24, 2009
Kevin Wayne        
         
/s/  Adam S. Jackson
  
Chief Financial Officer (Principal Financial Officer)
  
March 24, 2009
Adam S. Jackson        
 
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