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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
CELLULAR TECHNICAL SERVICES COMPANY, INC.
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
151167103
(CUSIP Number)
Steven D. Rubin
4400 Biscayne Boulevard
Maimi, Florida 33137
Telephone: (305) 575-6015
4400 Biscayne Boulevard
Maimi, Florida 33137
Telephone: (305) 575-6015
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
Receive Notices and Communications)
September 4, 2007
(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 Rule 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).
CUSIP No. |
151167103 |
Page | 2 |
of | 7 |
| 1 | NAMES OF REPORTING PERSONS Jeffrey G. Spragens |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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| (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 | ||||||||||
| United States of America | |||||||||||
| 7 | SOLE VOTING POWER | ||||||||||
| NUMBER OF | 2,271,412(1)(2) | ||||||||||
| SHARES | 8 | SHARED VOTING POWER | |||||||||
| BENEFICIALLY | |||||||||||
| OWNED BY | 562,818(3) | ||||||||||
| EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
| REPORTING | |||||||||||
| PERSON | 2,271,412(1)(2) | ||||||||||
| WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
| 562,818(3) | |||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
| 2,834,230(1)(2)(3) | |||||||||||
| 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) | ||||||||||
| 17.6% | |||||||||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
| IN | |||||||||||
| (1) | Includes warrants to purchase 20,138 shares of Common Stock held by the Reporting Person. | |
| (2) | Includes 562,818 shares owned by RSLS Investments LLC (“RSLS”), of which the Reporting Person is the manager. RSLS is 100% owned by the Reporting Person’s adult children, and the Reporting Person disclaims any beneficial ownership of the shares held by RSLS. | |
| (3) | Includes 562,818 shares owned by the Joy Fowler Spragens Family Trust (the “Trust”). The Trust is an irrevocable trust established by Joy Fowler Spragens, the spouse of the Reporting Person, for the benefit of her descendants and relatives who are unrelated to the Reporting Person. Accordingly, the Reporting Person disclaims any beneficial ownership of the shares held by the Trust. |
CUSIP No. |
151167103 |
Page | 3 |
of | 7 |
ITEM 1. Security and Issuer
This Schedule 13D (this “13D”) is filed with respect to the Common Stock, $.001 par value
(the “Shares”), of Cellular Technical Services Company, Inc., a Delaware corporation (the
“Issuer”). The principal executive offices of the Issuer are located at 4400 Biscayne Boulevard,
Suite 1500, Miami, Florida 33137.
ITEM 2. Identity and Background
(a) This 13D is filed by Jeffrey G. Spragens (the “Reporting Person”).
(b) The Reporting Person has a business address of 4400 Biscayne Boulevard, Suite 1500, Miami,
Florida 33137.
(c) The Reporting Person’s principal occupation is as Chief Executive Officer and President of
the Issuer.
(d) To the best of the Reporting Person’s knowledge, such person has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) To the best of the Reporting Person’s knowledge, such person has not, within the last five
years, been a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) The Reporting Person is a citizen of the United States of America.
ITEM 3. Source and Amount of Funds or Other Consideration.
On September 4, 2007 (the “Closing Date”), the Reporting Person acquired 1,688,456 Shares
(the “Exchange Shares”) upon the consummation of the transactions (the “Transactions”) contemplated
by that certain Share Contribution and Exchange Agreement (the “Exchange Agreement”), dated as of
July 25, 2007, by and among the Issuer, SafeStitch LLC (“SafeStitch”) and the members of SafeStitch
LLC (the “SafeStitch Members”), pursuant to which the Issuer acquired 100% of the SafeStitch
Members’ membership interests in SafeStitch. The Reporting Person received the Exchange Shares in
exchange for the Reporting Person’s 15% membership interest in SafeStitch.
Pursuant to the Exchange Agreement, each of RSLS Investments LLC (“RSLS”) and the Joy Fowler
Spragens Family Trust (the “Trust”) received 562,818 Shares in exchange for their respective 5%
membership interests in SafeStitch. RSLS, of which the Reporting Person is the manager, is 100%
owned by the Reporting Person’s adult children; and the Trust is an irrevocable trust established
by Joy Fowler Spragens, the spouse of the Reporting Person, for the benefit of her descendants and
relatives who are unrelated to the Reporting Person. Accordingly, the Reporting Person disclaims
any beneficial ownership of the Shares held by each of RSLS and the Trust.
On the Closing Date, the Reporting Person agreed to fund an aggregate of $100,000 of the
Issuer’s $4,000,000 line of credit entered into by and among the Issuer, SafeStitch, The Frost
Group, LLC, a Florida limited liability company, and the Reporting Person. In exchange therefor,
the Issuer granted the Reporting Person warrants to acquire 20,138 Shares.
ITEM 4. Purpose of Transaction.
The acquisitions of Shares and warrants described in Item 3 to this 13D are hereby
incorporated by reference in this Item 4.
CUSIP No. |
151167103 |
Page | 4 |
of | 7 |
On December 11, 2002, the Issuer adopted a plan to wind down and cease all operations related
to its historical telecommunications business, which process it completed in December 2005. Upon
consummation of the Transactions, the Issuer adopted the business plan of SafeStitch, which is now
a wholly-owned subsidiary of the Issuer. The Issuer is now a developmental stage medical device
company focused on the development of medical devices that manipulate tissues for obesity,
gastroesophageal reflux disease (“GERD”), Barrett’s Esophagus, esophageal obstructions, upper
gastrointestinal bleeding, hernia formation and other intraperitoneal abnormalities through
endoscopic and minimally invasive surgery. To better reflect its new business, the Issuer presently
plans to change its name to Swan Medical Devices, Inc.
Additionally, pursuant to a corporate action signed by holders of more than two-thirds of the
issued and outstanding Shares, the structure of the Issuer’s board of directors (the “Board”) will
change. Presently, the Board is divided into three distinct classes, and the terms of the
directors in each such class expire in three consecutive years. At each annual meeting of
stockholders, the successors to the class of directors whose terms then expire are elected to hold
office for new three-year terms and until their successors have been elected and qualified. The
Issuer plans to eliminate this staggered arrangement with the effect that all directors on the
Board comprise a single class; therefore, all positions on the Board may be subject to an election
in any given year. Also, one new seat will be added to the Board.
Effective on the Closing Date, Stephen Katz, Lawrence Schoenberg, Joshua J. Angel and Dr.
Frost resigned as members of the Board, and the following persons were appointed by the remaining
members of the Board to serve as directors until the next meeting of stockholders, or until their
earlier removal, resignation or death: Dr. Kenneth Heithoff and Kevin Wayne as Class I directors;
Steven D. Rubin as a Class II director; and Jeffrey G. Spragens and Dr. Charles Filipi as Class III
directors.
Also in connection with the Transactions and pursuant to the stockholder action described
above, the Issuer’s Restated Certificate of Incorporation will be amended to increase the aggregate
number of shares of all classes of capital stock that the Issuer may issue from 35,000,000 to
250,000,000, which shall be composed of 225,000,000 shares of common stock, par value $0.001 per
share, and 25,000,000 shares of preferred stock, par value $0.01 per share.
The stockholder action referred to above will be effective 20 calendar days after the mailing
of an information statement on Schedule 14C to the Issuer’s stockholders.
ITEM 5. Interest in Securities of the Issuer.
| Number of Outstanding | Percentage of | |||||
| Shares Beneficially | Outstanding Shares | |||||
| Name and Title of Beneficial Owner | Owned | of Common Stock(1) | ||||
Jeffrey G. Spragens
|
2,834,230(2)(3)(4) | 17.6 | % | |||
| (1) | The percentage of beneficial ownership is based upon 16,070,764 shares of Common Stock outstanding. | |
| (2) | Includes warrants to purchase 20,138 shares of Common Stock held by the Reporting Person. | |
| (3) | Includes 562,818 shares owned by RSLS Investments LLC (“RSLS”), of which the Reporting Person is the manager. RSLS is 100% owned by the Reporting Person’s adult children, and the Reporting Person disclaims any beneficial ownership of the shares held by RSLS. | |
| (4) | Includes 562,818 shares owned by the Joy Fowler Spragens Family Trust (the “Trust”). The Trust is an irrevocable trust established by Joy Fowler Spragens, the spouse of the Reporting Person, for the benefit of her descendants and relatives who are unrelated to the Reporting Person. Accordingly, the Reporting Person disclaims any beneficial ownership of the shares held by the Trust. |
CUSIP No. |
151167103 |
Page | 5 |
of | 7 |
The Reporting Person’s response to Item 3 to this 13D is hereby incorporated by reference
in this Item 5. The Reporting Person’s responses to cover page Items 7 through 10 of this 13D,
including the footnotes thereto, are hereby incorporated by reference in this Item 5.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
Pursuant to the Exchange Agreement, the Reporting Person entered into a lockup agreement
with respect to the Exchange Shares. Without the consent of the Board, the Reporting Person may
not sell or otherwise transfer the Exchange Shares, directly or indirectly, during the period
commencing on the Closing Date and ending on the date two years subsequent to the Closing Date.
On the Closing Date, the Issuer granted the Reporting Person warrants to acquire 20,138 Shares
in accordance with that certain Note and Security Agreement, dated as of July 25, 2007, as amended,
by and among the Issuer, SafeStitch, the Frost Group and the Reporting Person, pursuant to which
the Reporting Person agreed to provide the Issuer an aggregate of $100,000 of a $4,000,000 line of
credit.
ITEM 7. Material to be Filed as Exhibits
| Exhibit | ||
| Number | Description | |
99.1
|
Share Transfer, Exchange and Contribution Agreement, dated July 25, 2007, by and among Cellular Technical Services Company, Inc., SafeStitch LLC and the members of SafeStitch LLC (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Issuer on July 31, 2007). | |
99.2
|
Amendment to Share Transfer, Exchange and Contribution Agreement (incorporated herein by reference to Exhibit 2.2 to the Current Report on Form 8-K filed by the Issuer on September 10, 2007). | |
99.3
|
Form of Common Stock Warrant (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by the Issuer on September 10, 2007). | |
99.4
|
Form of Lockup Agreement (incorporated herein by reference to Exhibit 2.4 to the Current Report on Form 8-K filed by the Issuer on July 31, 2007). |
CUSIP No. |
151167103 |
Page | 6 |
of | 7 |
SIGNATURES
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.
| Dated: September 12, 2007 | /s/ Jeffrey G. Spragens | |||
| Jeffrey G. Spragens | ||||
CUSIP No. |
151167103 |
Page | 7 |
of | 7 |
EXHIBIT INDEX
| Exhibit | ||
| Number | Description | |
99.1
|
Share Transfer, Exchange and Contribution Agreement, dated July 25, 2007, by and among Cellular Technical Services Company, Inc., SafeStitch LLC and the members of SafeStitch LLC (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Issuer on July 31, 2007). | |
99.2
|
Amendment to Share Transfer, Exchange and Contribution Agreement (incorporated herein by reference to Exhibit 2.2 to the Current Report on Form 8-K filed by the Issuer on September 10, 2007). | |
99.3
|
Form of Common Stock Warrant (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by the Issuer on September 10, 2007). | |
99.4
|
Form of Lockup Agreement (incorporated herein by reference to Exhibit 2.4 to the Current Report on Form 8-K filed by the Issuer on July 31, 2007). |