UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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) 575-4602
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 3, 2013
(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. ¨
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 | NAME OF REPORTING PERSON
Jeffrey G. Spragens | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x
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| 3 | SEC USE ONLY
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| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
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| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
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NUMBER OF SHARES OWNED BY EACH PERSON WITH |
7 | SOLE VOTING POWER
3,531,300 (1) | ||||
| 8 | SHARED VOTING POWER
562,818 (2) | |||||
| 9 | SOLE DISPOSITIVE POWER
3,531,300 (1) | |||||
| 10 | SHARED DISPOSITIVE POWER
562,818 (2) | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,094,118 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
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| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.4% (3) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| (1) | Includes: (a) options to purchase 515,000 shares of Common Stock; (b) warrants to purchase 200,000 shares of Common Stock; and (c) 571,015 shares of Common Stock owned by RSLS Investments LLC (“RSLS”), of which the Reporting Person is the manager. Although the Reporting Person is the manager of RSLS, RSLS is 100% owned by the Reporting Person’s adult children and, accordingly, the Reporting Person disclaims any beneficial ownership of the shares held by RSLS. |
CUSIP No. 78645Y102
| (2) | Includes 562,818 shares of Common Stock owned by the Joy Fowler Spragens Family Trust (the “Trust”). The Trust is an irrevocable trust established by Joy Fowler Spragens, the spouse of the Reporting Person, for the benefit of her descendants and relatives who are unrelated to the Reporting Person. Accordingly, the Reporting Person disclaims any beneficial ownership of the shares held by the Trust. |
| (3) | The percentage of beneficial ownership is based upon 167,246,615 shares of Common Stock outstanding as of September 3, 2013. |
ITEM 1. Security and Issuer
This Amendment No. 2 to Schedule 13D (this “Amendment”) amends certain Items of the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on September 12, 2007, as amended on July 17, 2013 by furnishing the information set forth below. Except as set forth below, all previous Items are unchanged.
This Amendment is filed by Jeffrey G. Spragens (“Mr. Spragens” or the “Reporting Person”) with respect to the common stock, $0.001 par value (the “Common Stock”), 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.
ITEM 5. Interest in Securities of the Issuer.
Item 5 is hereby amended in its entirety to read as follows:
The Reporting Person’s beneficial ownership of Common Stock is as set forth in the table below:
| Name and Title of Beneficial Owner |
Number of |
Percentage of |
||||||
| Jeffrey G. Spragens |
4,094,118 | (2) | 2.4 | % | ||||
| (1) | The percentage of beneficial ownership is based upon 167,246,615 shares of Common Stock outstanding as of September 3, 2013. |
| (2) | Includes: (a) options to purchase 215,000 shares of Common Stock; (b) warrants to purchase 200,000 shares of Common Stock; (c) 571,015 shares of Common Stock owned by RSLS, of which the Reporting Person is the manager (although the Reporting Person is the manager of RSLS, RSLS is 100% owned by the Reporting Person’s adult children and, accordingly, the Reporting Person disclaims any beneficial ownership of the shares held by RSLS); and (d) 562,818 shares of Common Stock owned by the Trust (the Trust is an irrevocable trust established by Joy Fowler Spragens, the spouse of the Reporting Person, for the benefit of her descendants and relatives who are unrelated to the Reporting Person; accordingly, the Reporting Person disclaims any beneficial ownership of the shares held by the Trust). |
Items 7 through 10, inclusive, including the footnotes thereto, set forth on the cover page to this Amendment are hereby incorporated by reference in this Item 5.
On August 13, 2013, the Issuer entered into an Agreement and Plan of Merger (as amended, the “Merger Agreement”) with Tweety Acquisition Corp., a Delaware corporation and wholly owned subsidiary of the Issuer (“Merger Sub”), and TransEnterix, Inc., a Delaware corporation (“TransEnterix”). Pursuant to the Merger Agreement, on September 3, 2013 (the “Closing Date”), Merger Sub merged with and into TransEnterix with TransEnterix surviving the merger as the Issuer’s wholly owned subsidiary (the “Merger”).
CUSIP No. 78645Y102
On the Closing Date, upon consummation of the Merger, the Reporting Person ceased to be the beneficial owner of more than five percent of the issued and outstanding Common Stock.
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 with the Merger Agreement and Merger, the Reporting Person entered into a lock-up and voting agreement (the “Lock-up and Voting Agreement”), pursuant to which the Reporting Person has agreed, subject to certain exceptions, not to sell, transfer or otherwise convey any of the Company’s securities held by the Reporting Person (collectively, “Covered Securities”) for a certain period following the Closing Date. The Lock-up and Voting Agreement provides that the Reporting Person may sell, transfer or convey (i) up to 50% of his Covered Securities during the period commencing on the one-year anniversary of the Closing Date and ending on the eighteen-month anniversary of the Closing Date and (ii) up to an aggregate of 75% of his Covered Securities during the period commencing on the eighteen-month anniversary of the Closing Date and ending on the two-year anniversary of the Closing Date. The restrictions on transfer contained in the Lock-up and Voting Agreement cease to apply to the Covered Securities following the second anniversary of the Closing Date.
Additionally, pursuant to the Lock-up and Voting Agreement, the Reporting Person has agreed, for the period commencing on the Closing Date and ending on the one-year anniversary of the Closing Date, to vote all of his Covered Securities in favor of: (i) amending the Issuer’s Amended and Restated Certificate of Incorporation to change the legal name of the Issuer to “TransEnterix, Inc.”; (ii) effecting a reverse stock split of the Common Stock on terms approved by the Issuer’s board of directors; and (iii) amending the Issuer’s 2007 Incentive Compensation Plan in order to increase the number of shares of Common Stock available for issuance thereunder.
The foregoing description of the Lock-up and Voting Agreement is only a summary and is qualified in its entirety by reference to the complete text of the form of Lock-up and Voting Agreement, which is filed as Exhibit 99.1 to this Amendment and incorporated by reference in this Item 6.
ITEM 7. Material to be Filed as Exhibits
| Exhibit |
Description | |
| 99.1 | Form of Lock-up and Voting Agreement, filed as Exhibit 10.2 to the Issuer’s Current Report on Form 8-K filed with the SEC on August 14, 2013 and incorporated by reference herein. | |
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: September 17, 2013 | /s/ Jeffrey G. Spragens | |
| Jeffrey G. Spragens |
CUSIP No. 78645Y102
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Form of Lock-up and Voting Agreement, filed as Exhibit 10.2 to the Issuer’s Current Report on Form 8-K filed with the SEC on August 14, 2013 and incorporated by reference herein. | |