UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): | September 10, 2010 |
SafeStitch Medical, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
Delaware | 0-19437 | 11-2962080 |
_____________________ (State or other jurisdiction |
_____________ (Commission |
______________ (I.R.S. Employer |
of incorporation) | File Number) | Identification No.) |
4400 Biscayne Blvd., Suite 670, Miami, Florida | 33137 | |
_________________________________ (Address of principal executive offices) |
___________ (Zip Code) |
Registrants telephone number, including area code: | 305-575-4600 |
Not Applicable
______________________________________________
Former name or former address, if changed since last report
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:
[ ] 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 (17 CFR 240.13e-4(c))
Explanatory Note |
This current report on Form 8-K/A amends the current report on Form 8-K filed by SafeStitch Medical, Inc. (the Company) on September 13, 2010 (the Original 8-K), in connection with the Companys issuance of an aggregate of 5.1 million shares of its common stock upon conversion of 4.0 million shares of Series A Cumulative Convertible Preferred Stock. Item 3.02 of the Original 8-K incorrectly reported that 356,629 Consideration Shares (as defined herein) will be issued to each of Hsu Gamma Investment, L.P. and Frost Gamma Investments Trust. The correct number of Consideration Shares issued to each of these investors is 76,261. Item 3.02 is hereby amended in its entirety to read as follows:
ITEM 3.02 Unregistered Sales of Equity Securities |
Effective September 10, 2010 (the Conversion Date), the holders of the SafeStitch Medical, Inc. (the Company) 10.0% Series A Cumulative Convertible Preferred Stock, par value $0.01 per share (Series A Preferred), elected to convert an aggregate of 4.0 million shares of the Series A Preferred pursuant to the terms of the Certificate of Designation of the Powers, Preferences and Relative, Participating, Optional and Other Special Rights of 10.0% Series A Cumulative Convertible Preferred Stock, and Qualifications, Limitations and Restrictions Thereof (the Certificate of Designation). Following conversion of the Series A Preferred, the Company will have no issued and outstanding shares of any class of preferred stock.
On the Conversion Date, for each converted share of Series A Preferred, the holder thereof became entitled to receive one share of the Companys common stock, par value $0.001 per share (Common Stock), plus all accrued and unpaid dividends (Unpaid Dividends) thereon through the Conversion Date, which Unpaid Dividends will be paid in shares of Common Stock in accordance with the Certificate of Designation. An aggregate of 365,575 shares of Common Stock will be issued as a result of the Unpaid Dividends (the Dividend Shares), of which 29,709 Dividend Shares will be issued to each of Hsu Gamma Investment, L.P., an entity of which Dr. Jane Hsiao, the Companys Chairman of the Board is general partner, and Frost Gamma Investments Trust, a trust controlled by Dr. Phillip Frost, who is the largest beneficial owner of the Companys outstanding Common Stock, and 6,638 Dividend Shares will be issued to Jeffrey G. Spragens, the Companys Chief Executive Officer, President and a director.
To encourage the holders of Series A Preferred to voluntarily convert their respective shares of Series A Preferred, the Company offered to each holder who converted his or her shares of Series A Preferred on or prior to the Conversion Date the number of shares of Common Stock (the Consideration Shares) equal to the difference between (a) the number of shares of Common Stock issuable pursuant to a holder-initiated conversion of Series A Preferred on March 31, 2012 and (b) the number of shares of Common Stock issuable pursuant to a holder-initiated conversion of Series A Preferred on September 10, 2010, each as calculated in accordance with the Certificate of Designation. Each of the holders of the Companys 4.0 million aggregate issued and outstanding shares of Series A Preferred voluntarily elected to convert all of such holders shares of Series A Preferred, and an aggregate of 697,462 Consideration Shares will be issued, of which 76,261 Consideration Shares will be issued to each of Hsu Gamma Investment, L.P. and Frost Gamma Investments Trust, and 17,042 will be issued to Jeffrey G. Spragens.
The Company has offered and will issue the Consideration Shares in reliance upon the exemption from registration under Section 4(2) of the Securities Act of 1933, as amended (the Act). Each holder of the Series A Preferred has previously represented to the Company that such person is an accredited investor as defined in Rule 501(a) under the Act and that such holders shares of Series A Preferred were acquired for investment purposes. The Consideration 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.
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 hereunto duly authorized.
SafeStitch Medical, Inc. | ||||
November 2, 2010 | By: |
/s/ Adam S. Jackson
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Name: Adam S. Jackson | ||||
Title: Chief Financial Officer |