UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
SAFESTITCH MEDICAL, INC.
(Name of Issuer)
Common stock, par value $0.001 per share
(Title of Class of Securities)
78645Y102
(CUSIP Number)
Joshua Weingard
SafeStitch Medical, Inc.
Chief Legal Officer
4400 Biscayne Boulevard
Miami, Florida 33137
Telephone: (305) 572-4112
SafeStitch Medical, Inc.
Chief Legal Officer
4400 Biscayne Boulevard
Miami, Florida 33137
Telephone: (305) 572-4112
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
Receive Notices and Communications)
June 15, 2010
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 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 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 the 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. |
78645Y102 |
| 1 | NAMES OF REPORTING PERSONS Phillip Frost, M.D. |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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| (a) þ | |||||||||||
| (b) o | |||||||||||
| 3 | SEC USE ONLY | ||||||||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
| OO | |||||||||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
| o | |||||||||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
| United States of America | |||||||||||
| 7 | SOLE VOTING POWER | ||||||||||
| NUMBER OF | 5,927,765(1) | ||||||||||
| SHARES | 8 | SHARED VOTING POWER | |||||||||
| BENEFICIALLY | |||||||||||
| OWNED BY | 785,383 (2) | ||||||||||
| EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
| REPORTING | |||||||||||
| PERSON | 5,927,765 (1) | ||||||||||
| WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
| 785,383 (2) | |||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
| 6,713,148 (1)(2) | |||||||||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
| o | |||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
| 27.7% | |||||||||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
| IN | |||||||||||
(1) Includes options to
purchase 60,000 shares of common stock owned directly by the
Reporting Person. Also includes (i) 5,420,265 shares of common stock,
and (ii), 447,500 shares of the Issuer’s 10.0% Series A Cumulative Convertible
Preferred Stock, par value $0.01 per share that is currently convertible into
447,500 shares of the Issuer’s common stock held by Frost Gamma Investments Trust
of which the Reporting Person is the trustee. Frost Gamma Limited Partne
rship is the sole and exclusive beneficiary of Frost Gamma Investments Trust.
The Reporting Person is one of two limited partners of Frost Gamma Limited Partnership. The general partner of Frost Gamma Limited Partnership is Frost Gamma, Inc. and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. The Reporting Person is also the sole shareholder of Frost-Nevada Corporation.
(2) Includes warrants to purchase 785,383 shares of common stock owned directly by The Frost Group, LLC. Frost Gamma Investments Trust is a principal member of The Frost Group, LLC. The Reporting Person and the Frost Gamma Investments Trust disclaim beneficial ownership of these warrants to purchase common stock, except to the extent of their pecuniary interest therein.
CUSIP No. |
78645Y102 |
| 1 | NAMES OF REPORTING PERSONS Frost Gamma Investments Trust |
||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||||||||
| (a) þ | |||||||||||
| (b) o | |||||||||||
| 3 | SEC USE ONLY | ||||||||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
| WC | |||||||||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
| o | |||||||||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
| State of Florida | |||||||||||
| 7 | SOLE VOTING POWER | ||||||||||
| NUMBER OF | 0 | ||||||||||
| SHARES | 8 | SHARED VOTING POWER | |||||||||
| BENEFICIALLY | |||||||||||
| OWNED BY | 6,653,148(1) | ||||||||||
| EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
| REPORTING | |||||||||||
| PERSON | 0 | ||||||||||
| WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
| 6,653,148 (1) | |||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
| 6,653,148 (1) | |||||||||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
| o | |||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
| 27.5% | |||||||||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
| OO | |||||||||||
(1) Frost Gamma Investments Trust
holds 5,420,265 shares of common stock and 447,500 shares of the the
Issuer’s 10.0%
Series A Cumulative Convertible Preferred Stock, par value $0.01 per share, that is
currently convertible into 447,500 shares of the Issuer’s common stock. The number
of shares reported also includes warrants to purchase 785,383 shares of common stock
owned directly by The Frost Group, LLC. Frost Gamma Investments Trust is a principal member of
The Frost Group, LLC. Frost Gamma Investments Trust disclaims beneficial ownership
of these warrants to purchase common stock, except to the extent of its pecuniary interest therein.
CUSIP No. |
78645Y102 |
ITEM 1. Security and Issuer
This Amendment No. 4 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, June 26, 2008 and February 22, 2010, 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, 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:
The 1,300,000 shares of the Issuer’s common stock, par value $0.001 per share (the “Common
Stock”) acquired by the Reporting Persons on June 15, 2010 and the open market purchases discussed
in Item 4 acquired by the Reporting Persons on June 21, 2010 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. The 1,300,000 shares of Common
Stock acquired by the Reporting Persons on June 15, 2010 have been acquired for investment
purposes. Additionally, on June 21, 2010, Gamma Trust acquired 4,100 shares of Common Stock at
$1.40 per share and 900 shares of Common Stock at $1.36 per share. 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 June 15, 2010, the Issuer entered into a stock purchase agreement (the “Stock Purchase
Agreement”) with 20 investors (the “Investors”) pursuant to which the Investors agreed to purchase
an aggregate of 4,978,000 shares of Common Stock (the “June 2010 Shares”) at a price of $1.00 per
share. Gamma Trust purchased 1,300,000 of the June 2010 Shares.
The Company agreed to issue the June 2010 Shares in reliance upon the exemption from
registration under Section 4(2) of the Securities Act of 1933, as amended (the “Act”). Each
Investor represented to the Company that such person was an “accredited investor” as defined in
Rule 501(a) under the Act and that such Investor’s June 2010 Shares were being acquired for
investment purposes. The June 2010 Shares will not be registered under the Act and will be
“restricted securities” as that term is defined by Rule 144 under the Act and no registration
rights have been granted.
CUSIP No. |
78645Y102 |
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. |
6,713,148 | (2)(3) | 27.7 | % | ||||
Frost Gamma Investments Trust |
6,653,148 | (2) | 27.5 | % | ||||
| (1) | The percentage of beneficial
ownership is based upon 22,940,718 shares of Common Stock
outstanding, 447,500 10.0% Series A Cumulative Convertible Preferred Stock ("Series A Convertible Preferred Stock") convertible into 447,500 shares of Common Stock and warrants to purchase 785,383 shares of Common Stock, and for Dr. Frost, also includes 60,000 options to purchase Common Stock. |
|
| (2) | Frost Gamma Investments Trust holds 5,420,265 shares of the Issuer’s Common Stock and 447,500
shares of Series A Convertible Preferred Stock. Dr. Phillip Frost is the trustee and Frost
Gamma Limited Partnership is the sole and exclusive beneficiary of Frost Gamma Investments
Trust. Dr. Frost is one of two limited partners of Frost Gamma Limited Partnership. The
general partner of Frost Gamma Limited Partnership is Frost Gamma, Inc. and the sole
shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is also the sole
shareholder of Frost-Nevada Corporation. The number of shares reported includes warrants to
purchase 785,383 shares of the Issuer’s Common Stock owned directly by The Frost Group, LLC.
Frost Gamma Investments Trust is a principal member of The Frost Group, LLC. Dr. Frost and the
Frost Gamma Investments Trust disclaim beneficial ownership of these warrants to purchase
Common Stock, except to the extent of their pecuniary interest therein. |
|
| (3) | Includes options to purchase 60,000 shares of Common Stock owned directly by Dr. Frost. |
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 Gamma Trust’s purchase of the 1,300,000 shares of Common Stock, Gamma Trust
entered into the Stock Purchase Agreement dated June 15, 2010.
ITEM 7. Material to be Filed as Exhibits
| Exhibit | ||
| Number | Description | |
99.9
|
Form of Stock Purchase Agreement dated June 15, 2010 (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer on June 17, 2010). | |
99.10
|
Joint Filing Agreement |
CUSIP No. |
78645Y102 |
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.
| Dated: June 22, 2010 | /s/ Phillip Frost, M.D. | |||
| Phillip Frost, M.D. | ||||
| Dated: June 22, 2010 | FROST GAMMA INVESTMENTS TRUST |
|||
| By: | /s/ Phillip Frost, M.D. | |||
| Phillip Frost, M.D. Trustee | ||||
CUSIP No. |
78645Y102 |
EXHIBIT INDEX
| Exhibit | ||
| Number | Description | |
99.9
|
Form of Stock Purchase Agreement dated June 15, 2010 (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer on June 17, 2010). | |
99.10
|
Joint Filing Agreement |
Exhibit 99.10
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.
| June 22, 2010 | /s/ Phillip Frost, M.D. | |||
| Phillip Frost, M.D. | ||||
| June 22, 2010 | FROST GAMMA INVESTMENTS TRUST |
|||
| By: | /s/ Phillip Frost, M.D. | |||
| Phillip Frost, M.D. Trustee | ||||