As
filed with the Securities and Exchange Commission on March 24, 2009
Registration
No. 333-08049
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)
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Delaware
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11-2962080
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(State
or other jurisdiction of incorporation
or
organization)
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(IRS
Employer
Identification
Number)
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4400
Biscayne Boulevard, Suite 670
Miami
Florida 33137
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(Address
of Principal Executive Offices)
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1996
Stock Option Plan
(Full
title of the Plan)
_________________
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Adam
S. Jackson
Chief
Financial Officer
SafeStitch
Medical, Inc.
4400
Biscayne Boulevard, Suite 670
Miami,
Florida 33137
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(Name
and address of agent for service)
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(305)
575-6000
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Telephone
number, including area code, of agent for
service
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Copies
to:
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Robert
L. Grossman, Esq.
Greenberg
Traurig, P.A.
1221
Brickell Avenue
Miami,
Florida 33131
(305)
579-0500
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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):
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Large
accelerated filer o
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Accelerated
filer o
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|||||
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Non-accelerated
filer o
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(Do
not check if a smaller reporting company)
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Smaller
reporting company þ
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EXPLANATORY
NOTE: DEREGISTRATION OF SECURITIES
On July
12, 1996, 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. 333-08049 (the “Registration
Statement”), registering 1,100,000 shares of its common stock, par value
$0.001 per share, to be issued in connection with the Company’s 1996 Stock
Option Plan (the “Plan”). The
Company has terminated the Plan; 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 Plan.
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. | |||
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By:
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/s/ Jeffrey G. Spragens | |
| Jeffrey G. Spragens | |||
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Chief
Executive Officer and President
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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.
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Signature
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Title
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Date
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/s/ Jeffrey
G. Spragens
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Chief
Executive Officer and President (Principal Executive
Officer)
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March
24, 2009
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Jeffrey
G. Spragens
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||||
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/s/ Jane
H. Hsiao, Ph.D.
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Chairman
of the Board of Directors
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March
24, 2009
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| Jane H. Hsiao, Ph.D. | ||||
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/s/ Dr.
Charles Filipi
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Medical
Director and Director
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March
24, 2009
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| Dr. Charles Filipi | ||||
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/s/ Dr.
Kenneth Heithoff
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Director
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March
24, 2009
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| Dr. Kenneth Heithoff | ||||
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/s/ Steven
D. Rubin
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Director
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March
24, 2009
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| Steven D. Rubin | ||||
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/s/ Richard
Pfenniger, Jr.
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Director
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March
24, 2009
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| Richard Pfenniger, Jr. | ||||
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/s/ Kevin
Wayne
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Director
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March
24, 2009
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| Kevin Wayne | ||||
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/s/ Adam
S. Jackson
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Chief
Financial Officer (Principal Financial Officer)
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March
24, 2009
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| Adam S. Jackson |