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
Date of Report (Date of earliest event reported): July 25, 2007
CELLULAR TECHNICAL SERVICES COMPANY, INC.
|
| (Exact Name of Registrant as Specified in Charter) |
|
| Delaware |
0-19437 |
11-2962080 |
(State or Other Jurisdiction
of Incorporation)
|
(Commission
File No.)
|
(IRS Employer
Identification No.)
|
20 East Sunrise Highway, Suite 200, Valley Stream, New York
|
11581
|
| (Address of Principal Executive Offices) |
(Zip Code) |
Registrant’s
telephone number, including area code: (516) 568-0100
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)) |
| Item 1.01. |
|
Entry
into a Material Definitive Agreement. |
On
July 25, 2007, Cellular Technical Services Company, Inc., a Delaware corporation
(“CTS”), SafeStitch LLC, a Virginia limited liability company and all of the
holders of the membership interests (the “Membership Interests”) in SafeStitch LLC (the “SafeStitch Members”)
entered into a Share Transfer, Exchange and Contribution Agreement (the
“Agreement”) whereby SafeStitch Members will transfer all of their Membership
Interests to CTS in consideration for an aggregate of 11,256,369 newly issued shares of
common stock of CTS. As a result of the transaction, the SafeStitch Members will
receive approximately 70% of the issued and outstanding shares of CTS. Dr. Jane Hsaio and
Dr. Philip Frost, each a director of CTS, are also members of SafeStitch LLC.
As
a condition to the closing of the transaction, The Frost Group, LLC (the "Frost Group"), an entity controlled by
Dr. Philip Frost, shall have agreed to provide a line of credit to CTS of up to $4,000,000 and in connection therewith, the
Frost Group transactions contemplated by will receive warrants to acquire 805,521 shares of the common stock of CTS, equal to 5% of
CTS shares on a fully diluted basis after giving effect to the transactions contemplated by the Agreement.
Upon
the closing of the transactions contemplated by the Agreement, all current CTS directors
except Dr. Hsaio and Richard C. Pfenniger will resign and new directors will be appointed.
| Item 9.01. |
|
Financial
Statements and Exhibits. |
| |
|
2.1 |
|
Share
Transfer, Exchange and Contribution Agreement, dated July 25, 2007, by and among
Cellular Technical Services Company, Inc., SafeStitch LLC and the
members of SafeStitch LLC |
| |
|
2.2 |
|
Note
and Security Agreement by and among Cellular Technical Services Company, Inc., SafeStitch
LLC and The Frost Group, LLC (Exhibit B to the Share Transfer, Exchange and Contribution
Agreement) |
| |
|
2.3 |
|
Form
of Warrant (Exhibit C to the Share Transfer, Exchange and Contribution Agreement) |
| |
|
2.4 |
|
Form
of Lock-up Agreement (Exhibit D to the Share Transfer, Exchange and Contribution
Agreement) |
| |
|
99.1 |
|
Press
Release of Cellular Technical Services Company, Inc., dated July 25, 2007, reporting the
entering into a Share Transfer, Exchange and Contribution
Agreement with SafeStitch LLC and the members of SafeStitch
LLC |
2
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Dated: July 30, 2007
| |
CELLULAR TECHNICAL SERVICES COMPANY, INC. |
| |
By: /s/ Kenneth Block
|
|
Name: Kenneth Block
Title: Chief Financial Officer
|
Exhibit Index