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 Exchange Act of 1934
September
24, 2009
Date of Report (Date of earliest event
reported)
SAFESTITCH
MEDICAL, INC.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
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0-19437
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11-2962080
|
|
(State
of Other Jurisdiction
|
(Commission
File Number)
|
(I.R.S.
Employer
|
|
of
Incorporation)
|
Identification
Number)
|
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4400
Biscayne Boulevard, Suite A-100, Miami,
Florida 33137
|
|
(Address
of principal executive
offices) (Zip
Code)
|
(305)
575-4145
(Registrant’s
telephone number, including area code)
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 (see General Instruction A.2. below):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR
240.13e-4(c))
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Item
5.02
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Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain
Officers.
|
On September 24, 2009, the Board of
Directors (the “Board”) of SafeStitch Medical, Inc., a Delaware corporation (the
“Company”), appointed Dr. Chao C. Chen to fill a vacancy on the
Board. Mr. Chen will serve until the next annual meeting of the
Company’s stockholders or until his earlier death, resignation or
removal.
Chao C.
Chen, Ph.D., age
56, has served since May 2009 as Chief Operating Officer of UniMed VM, a
Taiwanese investment company. From September 2008 to May 2009, Dr.
Chen served as Vice President of TaiMed Inc., a Taiwanese investment company,
where he was responsible for medical technology investments. From
1983 to 2008 Dr. Chen served in various positions for the Cordis and Ethicon
medical device subsidiaries of Johnson & Johnson. In these
positions, Dr. Chen was responsible for strategic planning, business
integration, product commercialization and new technology research and
development.
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Item
7.01
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Regulation
FD Disclosure
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On September 29, 2009, the Company
issued a press release announcing Mr. Chen’s appointment to the
Board. A copy of the press release is furnished as Exhibit 99.1 to
this Current Report on Form 8-K and incorporated by reference in this Item
7.01.
The
information contained in Item 7.01 of this Current Report on Form 8-K (including
Exhibit 99.1) is “furnished” and 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 to be
incorporated by reference in any filing by the Company under the Securities Act
of 1933, as amended. The information contained in Item 7.01 of this
Current Report on Form 8-K shall not be deemed an admission as to the
materiality of any information required to be disclosed solely to satisfy the
requirements of Regulation FD.
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Item
9.01
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Financial
Statements and Exhibits
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Exhibit Number
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Description
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|
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99.1
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Press
release dated September 29,
2009.
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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 thereunto
duly authorized.
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SAFESTITCH
MEDICAL, INC.
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|||
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By:
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/s/ Adam S. Jackson
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||
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Name: Adam
S. Jackson
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|||
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Title:
Chief Financial Officer
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|||
Date: September
29, 2009
Exhibit
Index
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Exhibit Number
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Description
|
|
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99.1
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Press
release dated September 29,
2009.
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SAFESTITCH
MEDICAL, INC. APPOINTS DR. CHAO CHEN TO BOARD OF DIRECTORS
MIAMI—(BUSINESS
WIRE)—SafeStitch Medical, Inc. (OTCBB: SFES-News) announced today that, on
September 24, 2009, the Company’s Board of Directors appointed Chao C. Chen,
Ph.D. to fill the vacant seat on the Company’s Board.
“We are
very excited to welcome Dr. Chen, a former executive with Johnson &
Johnson, Cordis and Ethicon, to the SafeStitch Board,” said Dr. Jane Hsiao, the
Company’s Chairman. Dr. Hsiao added that “SafeStitch has made
significant progress in the development of the AMID StaplerTM and the
intraluminal gastroplasty device for GERD and obesity, and Dr. Chen’s
considerable experience in medical device development and
commercialization will be helpful in guiding SafeStitch’s strategic launch
of these products once we receive regulatory approvals to market them in the
U.S. and abroad.”
Dr. Chen
has served since May 2009 as Chief Operating Officer of UniMed VM, a Taiwanese
investment company focused on medical technologies. From September
2008 to May 2009, Dr. Chen served as Vice President of TaiMed Inc., a Taiwanese
investment company, where he was responsible for medical technology
investments. From 1983 to 2008 Dr. Chen served in various positions
for the Cordis and Ethicon medical device subsidiaries of Johnson &
Johnson. In these positions, Dr. Chen was responsible for strategic
planning, business integration, product commercialization and new technology
research and development.
About
SafeStitch Medical, Inc.
Miami-based
SafeStitch Medical, Inc. is a medical device company primarily developing
endoscopic and minimally invasive surgical devices. SafeStitch’s
product portfolio includes endoscopic gastroplasty devices for bariatric
(obesity) surgery and repair of gastroesophageal reflux disorder (GERD), as well
as the AMID StaplerTM for
hernia repair and skin closure, a standard bite block, an airway bite block and
the SMART DilatorTM. The
Company has also started development of devices for excision and diagnosis of
Barrett's esophagus and natural orifice transluminal endoscopic surgery
(NOTES). Information about the Company may be found on its website
at: www.safestitch.com.
This
press release contains "forward-looking statements," as that term is defined
under the Private Securities Litigation Reform Act of 1995 (PSLRA), which
statements may be identified by words such as "expects," "plans," "projects,"
"will," "may," "anticipates," "believes," "should," "intends," "estimates," and
other words of similar meaning, including statements regarding our product
development and commercialization efforts, and our ability to develop and
commercialize staplers, intraluminal gastroplasty devices and other surgical
instruments, as well as other non-historical statements 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. The forward-looking statements contained in this press
release speak only as of the date the statements were made, and we do not
undertake any obligation to update forward-looking statements, except as
required under applicable law. We intend that all forward-looking
statements be subject to the safe-harbor provisions of the PSLRA.
Contact:
SafeStitch
Medical, Inc., Miami
Dr.
Stewart B. Davis, 305-575-4145