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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): JUNE 13, 2007
CAS MEDICAL SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 0-13839 06-1123096
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) 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))
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ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
(e) In February 2007, the board of directors of CAS Medical Systems, Inc.
("CASMED") adopted an amendment to the CAS Medical Systems, Inc. 2003 Equity
Incentive Plan (the "Incentive Plan"), subject to stockholder approval. The
Incentive Plan previously provided that any awards thereunder of restricted
stock or restricted stock units as to which the sole restriction relates to the
passage of time and continued employment or director service, must have a
restriction period of not less than three years. The Incentive Plan, as amended,
deleted the three year minimum restriction period and provided that the
restriction period for such awards will be determined by the Compensation
Committee in its sole discretion. On June 13, 2007, at CASMED's annual meeting
of stockholders, the amendment to the Incentive Plan was approved by CASMED's
stockholders and became effective.
The foregoing description of the amendment to the Incentive Plan does not
purport to be complete and is qualified in its entirety by reference to the
Incentive Plan, as amended, a copy of which was filed with the Securities and
Exchange Commission as an exhibit to the Company's proxy statement for the 2007
annual meeting.
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: June 14, 2007 By: /s/ Jeffery A. Baird
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Jeffery A. Baird
Chief Financial Officer
and Principal Accounting Officer