As
filed with the Securities and Exchange Commission on July 2, 2009
Registration
No. 333-44410
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 A-100
Miami
Florida 33137
(Address
of Principal Executive Offices)
1996
Stock Option Plan, As Amended
1993
Non-Employee Director Stock Option Plan, As Amended
(Full
title of the Plan)
Adam
S. Jackson
Chief
Financial Officer
SafeStitch
Medical, Inc.
4400
Biscayne Boulevard, Suite A-100
Miami,
Florida 33137
(Name and
address of agent for service)
(305)
575-4202
Telephone
number, including area code, of agent for service
Copies
to:
Robert
L. Grossman, Esq.
Greenberg
Traurig, P.A.
1221
Brickell Avenue
Miami,
Florida 33131
(305)
579-0500
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 ¨
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Accelerated
filer ¨
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Non-accelerated
filer ¨
(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 August
24, 2000, 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. 333-44410 (the “Registration
Statement”), registering 225,000 shares of its common stock, par value
$0.001 per share (“Common Stock”), to be
issued in connection with the Company’s 1996 Stock Option Plan, as amended (the
“1996 Plan”),
and 40,000 shares of Common Stock to be issued in connection with the Company’s
1993 Non-Employee Director Stock Option Plan, as amended (the “1993 Plan” and,
together with the 1996 Plan, the “Plans”). The
Company has terminated the Plans; 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 Plans.
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 2nd day of
July, 2009.
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SAFESTITCH
MEDICAL, INC.
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By:
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/s Jeffrey G. Spragens
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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
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July
2, 2009
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Jeffrey
G. Spragens
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Executive
Officer)
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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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June
30, 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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July
2, 2009
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Dr.
Charles Filipi
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/s/ Steven D.
Rubin
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Director
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June
30, 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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June
30, 2009
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Richard
Pfenniger, Jr.
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/s/ Kevin Wayne
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Director
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June
30, 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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June
30, 2009
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Adam
S. Jackson
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