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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): NOVEMBER 30, 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 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR
(a) On November 30, 2007, the Board of Directors of CAS Medical Systems, Inc.
(the "Company") approved amendments to the bylaws of the Company to permit the
Board to provide for the issuance and transfer of uncertificated shares of the
Company's stock. These amendments have been adopted in response to the Nasdaq
Stock Market's requirement that companies be eligible, by January 1, 2008, to
participate in a direct registration system. The direct registration system
would allow shareholders to own and transact shares in electronic (book-entry)
form without the issuance of physical certificates.
The foregoing description of the amendment to the Company's bylaws does
not purport to be complete and is qualified in its entirety by reference to the
Amended and Restated Bylaws of the Company, a copy of which are filed as Exhibit
3.1 hereto and incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) EXHIBITS - The following exhibit is filed as part of this report:
3.1 Amended and Restated Bylaws of CAS Medical Systems, Inc.
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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 hereunto duly authorized.
CAS MEDICAL SYSTEMS, INC.
Date: November 30, 2007 By: /s/ Jeffery A. Baird
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Jeffery A. Baird
Chief Financial Officer
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