================================================================================ 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): MAY 3, 2006 CAS MEDICAL SYSTEMS, INC. ------------------------------------------------------ (Exact name of Registrant as specified in its charter) DELAWARE 0-13839 06-1123096 ---------------------------- ------------ -------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 44 East Industrial Road, Branford, Connecticut 06405 ------------------------------------------------------------ (Address of principal executive offices, including zip code) (203) 488-6056 ---------------------------------------------------- (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): [_] 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 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION On May 3, 2006, CAS Medical Systems, Inc. (the "Company") issued the press release attached hereto as Exhibit 99.1 announcing the results of operations and financial condition for the first quarter ended March 31, 2006. Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits - The following exhibit is furnished as part of this report: 99.1 Press Release dated May 3, 2006. 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 hereunto duly authorized. CAS MEDICAL SYSTEMS, INC. Date: May 3, 2006 By: /s/ Jeffery A. Baird -------------------------------- Jeffery A. Baird Chief Financial Officer and Principal Accounting Officer