SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
CAS MEDICAL SYSTEMS, INC.
(Name of Subject Company (Issuer))
CAS MEDICAL SYSTEMS, INC.
(Name of Filing Person (Offeror and Issuer))
Options to Purchase Common Stock, Par Value $0.004 per Share
(Title of Class of Securities)
124769209
(CUSIP Number of Class of Securities)
(Underlying Common Stock)
Aimee S. Weisner
Vice President, General Counsel
One Edwards Way
Irvine, CA 92614
(949) 250-2500
(Name, address and telephone number of person authorized to receive notices and
communications on behalf of filing persons)
Copies to:
David B. Allen
Pepper Hamilton LLP
Four Park Plaza, Suite 1200
Irvine, CA 92614
(949) 567-3500
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Calculation of Filing Fee
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Transaction Valuation*
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Amount of Filing Fee**
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$2,307,695
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$279.69
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*
The “transaction valuation” set forth above is equal to the sum of (a) 3,027,750 shares of Common Stock subject to options with exercise prices equal to or less than $2.45 per share, which have a value of $2,305,695 (which equals the aggregate of $2.45 less the exercise price of each option) and (b) 20,000 shares of Common Stock subject to options with exercise prices greater than $2.45 which have a value of $2,000.00 (calculated by multiplying the number of options by the $0.10 to be paid for each pursuant to this offer).
**
The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, as modified by Fee Rate Advisory #1 for fiscal year 2019 equals $121.20 per $1,000,000 of transaction valuation.
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid: $279.69 |
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Filing Party: CAS Medical Systems, Inc. |
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Form or Registration No.: Schedule TO |
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Date Filed: March 15, 2019 |
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
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third party tender offer subject to Rule 14d-1.
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issuer tender offer subject to Rule 13e-4.
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going-private transaction subject to Rule 13e-3.
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amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer. ☒
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
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Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
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Rule 14d-1(d) (Cross-Border Third Party Tender Offer)