Delaware
|
06-1123096
|
(State or other
jurisdiction of incorporation
or organization)
|
(IRS Employer
Identification No.)
|
Large
accelerated filer ¨
|
Accelerated
filer ¨
|
Non-accelerated
filer ¨
|
Smaller
reporting company x
|
(Do
not check if a smaller reporting company)
|
Title
of Securities
to
be Registered
|
Amount
to be
Registered
(1)
|
Proposed
Maximum
Offering
Price
Per Share (2)
|
Proposed
Maximum
Aggregate
Offering Price
|
Amount
of
Registration
Fee
|
Common
Stock, $.004 par value
per
share
|
150,000
shares
|
$1.735
|
$260,250.00
|
$14.53
|
|
(a)
|
The
Company’s Annual
Report on Form 10-K for the fiscal year ended December 31,
2008;
|
|
(b)
|
The
Company’s Quarterly Report on Form 10-Q for the quarter ended March 31,
2009;
|
|
(c)
|
The
Company’s Current Reports on Form 8-K filed with the Securities and
Exchange Commission on January 6, 2009 and June 11,
2009;
|
|
(d)
|
The
Company’s Proxy Statement filed with the Securities and Exchange
Commission on April 24, 2009;
|
|
(e)
|
The
description of the Company’s Common Stock contained in the Company’s
Registration Statement on Form S-18 filed on March 7,
1985.
|
4.1
|
Certificate
of Incorporation, as amended
|
4.2
|
Amended
and Restated By-laws (1)
|
4.3
|
CAS
Medical Systems, Inc. Employee Stock Purchase Plan
(2)
|
5.1
|
Opinion
of Wiggin and Dana LLP (filed
herewith)
|
23.1
|
Consent
of UHY LLP (filed herewith)
|
23.2
|
Consent
of Counsel (included in Exhibit
5.1)
|
24.1
|
Power
of Attorney (included in signature
page)
|
CAS
MEDICAL SYSTEMS, INC.
|
|||
|
By:
|
/s/ Andrew E. Kersey | |
Name: Andrew E. Kersey | |||
Title: President and Chief Executive Officer | |||
Name
|
Capacity
|
Date
|
||
(i) Principal Executive
Officer:
|
||||
/s/ Andrew E. Kersey |
Director,
President and Chief Executive Officer
|
June 30,
2009
|
||
Andrew E. Kersey | ||||
(ii) Principal Financial and Accounting Officer: | ||||
/s/ Jeffery A. Baird |
Chief
Financial Officer
|
June 30,
2009
|
||
Jeffery A. Baird | ||||
(iii) A Majority of the Board of Directors: | ||||
/s/ Louis P. Scheps |
Chairman
of the Board
|
June
30, 2009
|
||
Louis P. Scheps | ||||
/s/ Jerome Baron |
Director
|
June
30, 2009
|
||
Jerome Baron | ||||
/s/ Lawrence C. Burstein |
Director
|
June
30, 2009
|
||
Lawrence C. Burstein | ||||
Director
|
|
|||
Evan Jones | ||||
INDEX
TO EXHIBITS
|
||
Exhibit
Number
|
Description
|
|
4.1
|
Certificate
of Incorporation, as amended
|
|
4.2
|
Amended
and Restated By-laws (1)
|
|
4.3
|
CAS
Medical Systems, Inc. Employee Stock Purchase Plan (2)
|
|
5.1
|
Opinion
of Wiggin and Dana LLP (filed herewith)
|
|
23.1
|
Consent
of UHY LLP (filed herewith)
|
|
23.2
|
Consent
of Counsel (included in Exhibit 5.1)
|
|
24.1
|
Power
of Attorney (included in signature page)
|