UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D. C. 20549
____________
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
September
22, 2008
Date
of
Report (Date of earliest event reported)
___________________________________________________________
SAFESTITCH
MEDICAL, INC.
(Exact
Name of Registrant as Specified in Charter)
___________________________________________________________
|
Delaware
|
0-19437
|
11-2962080
|
|
(State
of Other Jurisdiction
|
(Commission
File Number)
|
(I.R.S.
Employer
|
|
of
Incorporation)
|
|
|
|
4400
Biscayne Boulevard, Suite 670, Miami, Florida
|
33137
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
(305)
575-6000
(Registrant’s
telephone number, including area code)
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 (see General Instruction A.2. below):
o› Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o› Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o› Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d- 2(b))
o› Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR
240.13e- 4(c))
Item
7.01 Regulation
FD Disclosure
The
slides and additional financial information attached as Exhibit 99.1 to this
Current Report on Form 8-K (the “Presentation”), which is incorporated by
reference in this Item 7.01, is initially being presented by certain members
of
management of SafeStitch Medical, Inc. (the “Company”) on September 22, 2008 at
the UBS Global Life Sciences Conference.
Additionally,
attached to this Current Report on Form 8-K as Exhibit 99.2 and incorporated
by
reference in this Item 7.01 is a letter to stockholders, dated September 19,
2008 (the “Stockholder Letter”). The Company anticipates mailing the Stockholder
Letter on or about September 26, 2008 to stockholders of record as of September
17, 2008.
The
information in this report (including Exhibits 99.1 and 99.2) shall not be
deemed to be “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the
liabilities of that section, nor shall it be deemed to be incorporated by
reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act. This report shall not be deemed an admission as to the materiality
of any information herein (including Exhibits 99.1and 99.2).
Statements
contained in the attached Presentation and Stockholder Letter are made pursuant
to the Safe Harbor for forward-looking statements described in the Private
Securities Litigation Reform Act of 1995. In these communications, the Company
may make certain statements that are forward-looking, such as statements
regarding the Company’s future results and plans, and anticipated trends in the
industry and economies in which the Company operates. These forward-looking
statements are the Company’s expectations on the date of the Presentation and
the Stockholder Letter, respectively, and the Company will make no efforts
to
update these expectations based on subsequent events or knowledge. These
forward-looking statements are based on the Company’s current expectations and
are subject to a number of risks, uncertainties and assumptions, including
that
the Company’s revenue may differ from that projected; that the Company may be
further impacted by slowdowns, postponements or cancellations in the Company’s
clients’ businesses, or deterioration in the financial condition of the
Company’s clients; that the Company’s targeted service markets may not expand as
the Company expects; that the Company may experience delays in the awarding
of
customer contracts; that the Company’s reserves and allowances may be
inadequate, or the carrying value of the Company’s assets may be impaired; that
the Company may experience increased costs associated with realigning the
Company’s business, or may be unsuccessful in those efforts and any of the other
risks in the Company’s Annual Report on Form 10-KSB, as amended, for the year
ended December 31, 2007. Should one or more of these risks or uncertainties
materialize, or should the underlying assumptions prove incorrect, actual
results may differ significantly from the results expressed or implied in any
forward-looking statements made by the Company in these communications. These
and other risks, uncertainties and assumptions are detailed in documents filed
by the Company with the Securities and Exchange Commission. The Company does
not
undertake any obligation to revise these forward-looking statements to reflect
future events or circumstances.
Item
9.01 Financial
Statements and Exhibits
|
Exhibit
Number
|
Description
|
| |
|
|
99.1
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Presentation
materials.
|
| |
|
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99.2
|
Letter
to Stockholders dated September 19,
2008
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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 thereunto
duly authorized.
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SAFESTITCH
MEDICAL, INC.
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| |
| |
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By:
/s/ Adam S.
Jackson
|
|
Name:
Adam S. Jackson
|
|
Title:
Chief Financial Officer
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Date: September
22, 2008
Exhibit
Index
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Exhibit
Number
|
Description
|
| |
|
|
99.1
|
Presentation
materials.
|
| |
|
|
99.2
|
Letter
to Stockholders dated September 19, 2008
|
| |
|