As filed with the Securities and Exchange Commission on July 2, 2009
Registration No. 333-44410
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
 

 
SAFESTITCH MEDICAL, INC.

(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 A-100
Miami Florida 33137

(Address of Principal Executive Offices)

1996 Stock Option Plan, As Amended
1993 Non-Employee Director Stock Option Plan, As Amended

(Full title of the Plan)
 

 
Adam S. Jackson
Chief Financial Officer
SafeStitch Medical, Inc.
4400 Biscayne Boulevard, Suite A-100
Miami, Florida 33137

(Name and address of agent for service)

(305) 575-4202

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 ¨
 
 Accelerated filer ¨
Non-accelerated filer ¨    (Do not check if a smaller reporting company)  
 
Smaller reporting company  þ


 
EXPLANATORY NOTE:  DEREGISTRATION OF SECURITIES
 
On August 24, 2000, 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. 333-44410 (the “Registration Statement”), registering 225,000 shares of its common stock, par value $0.001 per share (“Common Stock”), to be issued in connection with the Company’s 1996 Stock Option Plan, as amended (the “1996 Plan”), and 40,000 shares of Common Stock to be issued in connection with the Company’s 1993 Non-Employee Director Stock Option Plan, as amended (the “1993 Plan” and, together with the 1996 Plan, the “Plans”).  The Company has terminated the Plans; 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 Plans.


 
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 2nd day of July, 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.
 
Signature
 
Title
 
Date
         
/s/  Jeffrey G. Spragens
 
Chief Executive Officer and President (Principal
 
July 2, 2009
Jeffrey G. Spragens
 
Executive Officer)
   
         
/s/  Jane H. Hsiao, Ph.D.
 
Chairman of the Board of Directors
 
June 30, 2009
Jane H. Hsiao, Ph.D.
       
         
/s/  Dr. Charles Filipi
 
Medical Director and Director
 
July 2, 2009
Dr. Charles Filipi
       
         
/s/  Steven D. Rubin
 
Director
 
June 30, 2009
Steven D. Rubin
       
         
/s/  Richard Pfenniger, Jr.
 
Director
 
June 30, 2009
Richard Pfenniger, Jr.
       
         
/s/  Kevin Wayne
 
Director
 
June 30, 2009
Kevin Wayne
       
         
/s/  Adam S. Jackson
 
Chief Financial Officer (Principal Financial Officer)
 
June 30, 2009
Adam S. Jackson