-----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, PoRW8c8r61K0P6QHmMeOZ8HDR9DhnS/Ffn1CGYLBKcXTh0lisr/ObidiSWT7tvte UEGS/J+3J0Q/tg0c06LRLw== 0001209191-07-052357.txt : 20070906 0001209191-07-052357.hdr.sgml : 20070906 20070906165159 ACCESSION NUMBER: 0001209191-07-052357 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070904 FILED AS OF DATE: 20070906 DATE AS OF CHANGE: 20070906 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CELLULAR TECHNICAL SERVICES CO INC CENTRAL INDEX KEY: 0000876378 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 112962080 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 20 EAST SUNRISE HIGHWAY STREET 2: SUITE 200 CITY: VALLEY STREAM STATE: NY ZIP: 11581 BUSINESS PHONE: 516-568-0100 MAIL ADDRESS: STREET 1: 20 EAST SUNRISE HIGHWAY STREET 2: SUITE 200 CITY: VALLEY STREAM STATE: NY ZIP: 11581 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Frost Gamma Investment Trust CENTRAL INDEX KEY: 0001380896 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-19437 FILM NUMBER: 071103163 BUSINESS ADDRESS: STREET 1: 4400 BISCAYNE BOULEVARD, 15TH FLOOR CITY: MIAMI STATE: FL ZIP: 33137 BUSINESS PHONE: 305-575-6000 MAIL ADDRESS: STREET 1: 4400 BISCAYNE BOULEVARD, 15TH FLOOR CITY: MIAMI STATE: FL ZIP: 33137 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FROST PHILLIP MD ET AL CENTRAL INDEX KEY: 0000898860 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-19437 FILM NUMBER: 071103165 BUSINESS ADDRESS: BUSINESS PHONE: 3055756001 MAIL ADDRESS: STREET 1: 4400 BISCAYNE BLVD CITY: MIAMI STATE: FL ZIP: 33137-3227 4 1 bmi09372_bmi1pf.xml MAIN DOCUMENT DESCRIPTION X0202 4 2007-09-04 0000876378 CELLULAR TECHNICAL SERVICES CO INC CTSC.OB 0000898860 FROST PHILLIP MD ET AL 4400 BISCAYNE BOULEVARD MIAMI FL 33137-3227 0 0 1 0 0001380896 Frost Gamma Investment Trust 4400 BISCAYNE BOULEVARD MIAMI FL 33137-3227 0 0 1 0 Common Stock 2007-09-04 4 A 0 2588965 0.00 A 4013965 I Frost Gamma Investments Trust Warrants 0.00 2007-09-04 4 A 0 785383 0.00 A 2007-09-04 2017-09-04 Common Stock 785383 785383 I The Frost Group, LLC Received in exchange for the 23% equity interest in SafeStitch LLC formerly held by Frost Gamma Investments Trust, in connection with the Issuer's acquisition of 100% of the equity interests in SafeStitch LLC. These securities are held by Frost Gamma Investments Trust, of which the Reporting Person is the trustee. Frost Gamma Limited Partnership is the sole and exclusive beneficiary of Frost Gamma Investments Trust. The Reporting Person is one of two limited partners of Frost Gamma Limited Partnership. The general partner of Frost Gamma Limited Partnership is Frost Gamma, Inc., and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation, of which the Reporting Person is the sole shareholder. The exercise price of the warrants is a per share dollar amount equal to the quotient of the stockholders' equity of CTSC, as of close of business on September 4, 2007, plus $1,250,000 divided by the total number of fully-diluted shares of CTSC after the purchase of SafeStitch LLC. Received as partial consideration for the extension of a line of credit by The Frost Group, LLC to the Issuer in the aggregate principal amount of $3,900,000. All warrants are held by The Frost Group, LLC. Frost Gamma Investments Trust is a principal member of The Frost Group, LLC. Dr. Frost and the Frost Gamma Investments Trust disclaim beneficial ownership of these warrants to purchase common stock, except to the extent of any pecuniary interest therein. Exhibit List: Exhibit 99 -- Joint Filer Information /s/ Phillip Frost, M.D. 2007-09-06 /s/ Phillip Frost, M.D. as trustee 2007-09-06 EX-99 2 ex-99.txt ADDITIONAL EXHIBITS EXHIBIT 99 Form 4 - Joint Filer Information Name: Frost Gamma Investments Trust Address: 4400 Biscayne Boulevard 15th Floor Miami, Florida 33137 Designated Filer: Phillip Frost, M.D. Issuer & Ticker Symbol: Cellular Technical Services Company, Inc. (CTSC.OB) Date of Event Requiring Statement: September 4, 2007 Signature: /s/ Phillip Frost, M.D., Trustee -------------------------------- Phillip Frost, M.D. Trustee -----END PRIVACY-ENHANCED MESSAGE-----