As filed with the Securities and Exchange Commission on March 24, 2009
Registration No. 333-08049
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
_________________
(Exact name of registrant as specified in its charter)
| Delaware | | 11-2962080 |
(State or other jurisdiction of incorporation or organization) | | (IRS Employer Identification Number) |
4400 Biscayne Boulevard, Suite 670 Miami Florida 33137 |
(Address of Principal Executive Offices) |
| |
(Full title of the Plan)
_________________
Adam S. Jackson Chief Financial Officer SafeStitch Medical, Inc. 4400 Biscayne Boulevard, Suite 670 Miami, Florida 33137 |
| (Name and address of agent for service) |
|
| 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):
Large accelerated filer o | | | | | | Accelerated filer o |
Non-accelerated filer o | | (Do not check if a smaller reporting company) | | Smaller reporting company þ |
EXPLANATORY NOTE: DEREGISTRATION OF SECURITIES
On July 12, 1996, 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. 333-08049 (the “Registration Statement”), registering 1,100,000 shares of its common stock, par value $0.001 per share, to be issued in connection with the Company’s 1996 Stock Option Plan (the “Plan”). The Company has terminated the Plan; 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 Plan.
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 24th day of March, 2009.
| | SAFESTITCH MEDICAL, INC. | |
| | | | |
| | By: | /s/ Jeffrey G. Spragens | |
| | | Jeffrey G. Spragens | |
| | | Chief Executive Officer and President | |
| | | | |
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.
| | | | |
| | | | | |
| | Chief Executive Officer and President (Principal Executive Officer) | | March 24, 2009 |
Jeffrey G. Spragens | | | | |
| | | | | |
| | Chairman of the Board of Directors | | March 24, 2009 |
| Jane H. Hsiao, Ph.D. | | | | |
| | | | | |
| | Medical Director and Director | | March 24, 2009 |
| Dr. Charles Filipi | | | | |
| | | | | |
| | Director | | March 24, 2009 |
| Dr. Kenneth Heithoff | | | | |
| | | | | |
| | Director | | March 24, 2009 |
| Steven D. Rubin | | | | |
| | | | | |
/s/ Richard Pfenniger, Jr. | | Director | | March 24, 2009 |
| Richard Pfenniger, Jr. | | | | |
| | | | | |
| | Director | | March 24, 2009 |
| Kevin Wayne | | | | |
| | | | | |
| | Chief Financial Officer (Principal Financial Officer) | | March 24, 2009 |
| Adam S. Jackson | | | | |
