SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934 (Amendment No. 2)*

SAFESTITCH MEDICAL, INC.

(Name of Issuer)

common stock, par value $0.001 per share

(Title of Class of Securities)

78645Y102

(CUSIP Number)

Steven D. Rubin
4400 Biscayne Boulevard
Miami, Florida 33137
Telephone: (305) 575-6000

(Name, address and telephone number of person authorized to receive notices and communications)

May 27, 2008

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 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(b) 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 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 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.

CUSIP No.

ITEM 1. Security and Issuer

     This Amendment No. 2 to Schedule 13D (this “Amendment”) amends certain Items of the Schedule 13D (the “Original 13D”) filed with the Securities and Exchange Commission (the “SEC”) on April 12, 2005, and amended on September 12, 2007, by furnishing the information set forth below. Except as set forth below, all previous Items are unchanged.

     This Amendment is filed by Phillip Frost, M.D. (“Dr. Frost”) and Frost Gamma Investments Trust (the “Gamma Trust” and, together with Dr. Frost, the “Reporting Persons”) with respect to the common stock, $0.001 par value, of SafeStitch Medical, Inc. (f/k/a Cellular Technical Services Company, Inc.), a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 4400 Biscayne Boulevard, Suite 670, Miami, Florida 33137.

     Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Original 13D.

ITEM 3. Source and Amount of Funds or Other Consideration.

     Item 3 is hereby amended to add the following:

     All shares of common stock acquired by the Reporting Persons during the period beginning on September 5, 2007 and ended on the date of filing of this Amendment (the “Amendment Period”) have been acquired with the working capital of the Gamma Trust.

ITEM 4. Purpose of Transaction.

     Item 4 is hereby amended to add the following:

     The Gamma Trust is the Issuer’s single largest shareholder. All shares of common stock acquired by the Reporting Persons during the Amendment Period have been acquired for investment purposes. The Reporting Persons have no present plan or proposal that relates to, or could result in, any of the events referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D.

ITEM 5. Interest in Securities of the Issuer.

     Item 5 is hereby amended in its entirety to read as follows:

     On May 27, 2008, the Gamma Trust purchased from the Issuer 60,000 shares (the “Shares”) of common stock in a private transaction (the “Private Placement”) at a purchase price of $2.15 per share. The Issuer issued the Shares in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D promulgated thereunder. Due to the dilutive effect of the Issuer’s issuance of shares of common stock to the other investors in the Private Placement, the Reporting Persons’ beneficial ownership of the aggregate number of outstanding shares of the Issuer’s common stock declined by an amount in excess of 1%.

     The Reporting Persons’ beneficial ownership of the Issuer’s common stock is as set forth in the table below:

		Number of				Percentage of
		Outstanding Shares				Outstanding Shares
Name and Title of Beneficial Owner		Beneficially Owned				of Common Stock(1)
Phillip Frost, M.D.			4,895,948	(2)			26.1	%
Frost Gamma Investments Trust			4,895,948	(2)			26.1	%

     Items 7-10, inclusive, set forth on each cover page to this Amendment are hereby incorporated by reference in this Item 5.

ITEM 6.		Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

     Item 6 is hereby amended to add the following:

     In connection with the Private Placement, the Gamma Trust entered into a subscription agreement with the Issuer containing terms, disclosure, covenants and conditions that are customary in private securities transactions exempt from registration under the Securities Act, pursuant to Section 4(2) therein and Rule 506 of Regulation D promulgated thereunder.

ITEM 7. Material to be Filed as Exhibits

Exhibit
Number		Description
99.1		Form of Subscription Agreement (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer on May 29, 2008)
99.2		Joint Filing Agreement

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.

EXHIBIT INDEX

Exhibit
Number		Description
99.1		Form of Subscription Agreement (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer on May 29, 2008)
99.2		Joint Filing Agreement

Exhibit 99.2

AGREEMENT TO FILE JOINT SCHEDULE 13D

     Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby consent to the joint filing on their behalf of a single Schedule 13D and any amendments thereto, with respect to the beneficial ownership by each of the undersigned of shares of the common stock of SafeStitch Medical, Inc., a Delaware corporation. The undersigned hereby further agree that this statement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all of which counterparts shall together constitute one and the same instrument.