Safestitch Medical, Inc.
 

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): February 11, 2008
 
SAFESTITCH MEDICAL, INC.
  
(Exact Name of Registrant as Specified in Its Charter)
         
Delaware   0-19437   11-2962080
         
(State or Other Jurisdiction of
Incorporation)
  (Commission File
Number)
  (IRS Employer
Identification No.)
 
4400 Biscayne Boulevard
Suite 980
Miami, Florida 33137
  
(Address of Principal Executive Office)
Registrant’s telephone number, including area code (305) 575-6000
 
 
  
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
     
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 7.01   Regulation FD Disclosure
     On February 11, 2008, SafeStitch Medical, Inc., a Delaware corporation (the “Company”), issued a press release announcing that its trading symbol on the OTCBB will change from “CTSC” to “SFES”, effective Monday, February 11, 2008. The new symbol has been issued in connection with the Company’s name change from Cellular Technical Services Company, Inc. to SafeStitch Medical, Inc. Additionally, the press release includes the web address for the Company’s new website at www.safestitch.com. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
     The press release attached as an exhibit to this report contains various “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which represent the Company’s expectations or beliefs concerning future events. When used in the press release and this report, the terms “anticipate,” “believe,” “estimate,” “expect” and “intend” and words or phrases of similar import, as they relate to the Company or its subsidiaries or its management, are intended to identify forward-looking statements. These forward-looking statements are further qualified by important factors that could cause actual results to differ materially from those in the forward-looking statements. These factors include, without limitation, the Company’s ability to protect its intellectual property, dedication of substantial resources towards research and development efforts, product liability risks and the effects of governmental regulation. Results actually achieved may differ materially from expected results included in these statements as a result of these or other factors, including those factors discussed under “Risk Factors” set forth in Item 1A of the Form 10 disclosures contained in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 10, 2007. The Company undertakes no obligation to update, and the Company does not have a policy of updating or revising, these forward-looking statements.
     The information in this report will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD. The furnishing of this information is not intended to, and does not, constitute a determination or admission by the Company that such information is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company.
     The information contained in Item 7.01 to this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing by the Company under the Securities Act of 1933, as amended.
Item 9.01.   Financial Statements and Exhibits
(d)   Exhibits.
         
Exhibit    
Number   Description
       
 
  99.1    
Press Release issued by the Company on February 11, 2008.

 


 

SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  SAFESTITCH MEDICAL, INC.
 
 
Date: February 11, 2008  By:   /s/ Jeffrey G. Spragens    
    Jeffrey G. Spragens   
    Chief Executive Officer and President   

 


 

         
EXHIBIT INDEX
     
Exhibit    
Number   Description
     
99.1   Press Release issued by the Company on February 11, 2008.

 

EX-99.1 Press Release
 

Exhibit 99.1
SafeStitch Medical, Inc. has new stock symbol “SFES”
In conjunction with the official name change to SafeStitch Medical Inc. from Cellular Technical
Services Company, a new stock symbol has been issued.
     On November 13, 2007, the stockholders of Cellular Technical Services Company, Inc., voted to change the company’s name to SafeStitch Medical, Inc. (the “Company” or “SafeStitch”). In connection with the name change, the Company’s symbol on the OTCBB will change from “CTSC” to its new symbol “SFES”, and the Company will begin trading under the new symbol on Monday, February 11, 2008.
     SafeStitch Medical, Inc. is a medical device company developing endoscopic and minimally invasive surgical devices. The Company is headquartered in Miami, Florida, and has a research and development office in Omaha, Nebraska. Information about the Company may also be found on its new website at www.safestitch.com.
     “We are excited that the name change and symbol change has been completed,” says Dr. Phillip Frost, SafeStitch Medical’s largest shareholder.
     “The development of SafeStitch’s product portfolio is moving on target,” says Dr. Stewart Davis, SafeStitch COO. “We expect to be in human clinical trials this year with our gastroplasty device.”
     SafeStitch Medical’s product portfolio includes a device for endoscopic bariatric surgery (obesity surgery) and endoscopic repair of gastroesophageal reflux disorder (GERD), as well as an endoscopic device for excision and diagnosis of Barrett’s esophagus. The company also plans to market a standard bite block, as well as the first airway bite block, to be used during endoscopy, and is pioneering the Smart Dilator for esophageal strictures. SafeStitch Medical is also developing products for hernia repair and natural orifice transluminal endoscopic surgery (NOTES).
     This press release contains “forward-looking statements,” as that term is defined under the Private Securities Litigation Reform Act of 1995 (PSLRA), regarding product development efforts and other non-historical facts about our expectations, beliefs or intentions regarding our business, technologies and products, financial condition, strategies or prospects. Many factors could cause our actual activities or results to differ materially from the activities and results anticipated in forward-looking statements. These factors include those described in our filings with the Securities and Exchange Commission, as well as risks inherent in funding, developing and obtaining regulatory approvals of new, commercially-viable and competitive products and treatments. In addition, forward-looking statements may also be adversely affected by general market factors, competitive product development, product availability, federal and state regulations and legislation, the regulatory process for new products and indications, manufacturing issues that may arise, and patent positions and litigation, among other factors. We do not undertake any obligation to update forward-looking statements. We intend that all forward-looking statements be subject to the safe-harbor provisions of the PSLRA.