As filed with the Securities and Exchange Commission on June 10, 2004
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CAS MEDICAL SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 06-1123096
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(State or other (I.R.S. Employer
jurisdiction of Identification
incorporation Number)
or organization)
44 EAST INDUSTRIAL ROAD
BRANFORD, CONNECTICUT 06405
(203) 488-6056
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(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
CAS MEDICAL SYSTEMS, INC. 2003 EQUITY INCENTIVE PLAN
(Full title of the Plan)
LOUIS P. SCHEPS
CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
CAS MEDICAL SYSTEMS, INC.
44 EAST INDUSTRIAL ROAD
BRANFORD, CONNECTICUT 06405
(203) 488-6056
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies of all communications, including all communications sent to the
agent for service, should be sent to:
MICHAEL GRUNDEI, ESQ.
WIGGIN & DANA LLP
400 ATLANTIC STREET
STAMFORD, CONNECTICUT 06901
(203) 363-7600
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE REGISTRATION FEE
----------------------- ------------------- ---------------- ------------------ ----------------
COMMON STOCK $0.004 PAR
VALUE PER SHARE........ 1,000,000 SHARES(2) $1.54 $1,540,000 $196.00
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(1) Plus such additional indeterminable number of shares as may be required
pursuant to the CAS Medical Systems, Inc. 2003 Equity Incentive Plan in
the event of a stock dividend, stock split, recapitalization or other
similar change in the Common Stock.
(2) Computed in accordance with Rules 457(c) and 457(h) under the Securities
Act of 1933, as amended, such computation is based on $1.54 per share
(the average of the bid and asked prices of the registrant's common
stock as reported on the OTC Bulletin Board on June 4, 2004).
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Not required to be filed with this Registration Statement.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not required to be filed with this Registration Statement.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by CAS Medical Systems, Inc. (the "Registrant" or
the "Company") pursuant to the Securities Exchange Act of 1934, as amended (the
"1934 Act") (File No. 0-13839), are incorporated by reference herein:
(a) The Company's Annual Report on Form 10-KSB for the year ended
December 31, 2003.
(b) The Company's Quarterly Report on Form 10-QSB for the three-month
period ended March 31, 2004.
(c) The Company's Proxy Statement filed on April 22, 2004.
(d) The Company's Current Reports on Form 8-K filed on February 20,
2004 and April 26, 2004.
(e) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form S-18 filed March 7, 1985.
In addition to the foregoing, all documents subsequently filed by
the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act,
prior to the filing of a post-effective amendment indicating that all of the
securities offered hereunder have been sold or deregistering all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents. Any statement contained in a document incorporated by reference in
this Registration Statement shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained
herein or in any subsequently filed document that is also incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
The Registrant will provide, without charge to each person,
including any beneficial owner, to whom this document is delivered, upon written
or oral request of such person, a copy of any or all of the documents
incorporated herein by reference (other than exhibits, unless such exhibits
specifically are incorporated by reference into such documents or this
document). Requests for such documents should be submitted in writing, addressed
to the office of the Corporate Secretary, CAS Medical Systems, Inc., 44 East
Industrial Road, Branford, Connecticut 06405.
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ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
(the "Delaware Law") empowers a Delaware corporation to indemnify any persons
who are, or are threatened to be made, parties to any pending or completed legal
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person was an officer or director of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided that such officer or
director acted in good faith and in a manner he reasonably believed to be in or
not opposed to the corporation's best interests, and, for criminal proceedings,
had no reasonable cause to believe his conduct was illegal. A Delaware
corporation may indemnify officers and directors against expenses (including
attorney's fees) in connection with the defense or settlement of an action by or
in the right of the corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer is
successful on the merits or otherwise in the defense of any action referred to
above, the corporation must indemnify him against the expenses which such an
officer or director actually and reasonably incurred.
The registrant's Restated Certificate of Incorporation, as amended, and
Bylaws provide for indemnification of each officer and director of the
registrant to the fullest extent permitted by Delaware Law. Section 145 of the
Delaware Law also empowers corporations to purchase and maintain insurance on
behalf of any person who is or was an officer or director of the corporation
against liability asserted against or incurred by him in any such capacity,
whether or not the corporation would have the power to indemnify such officer or
director against such liability under the provisions of Section 145. The
registrant has purchased and maintains a directors' and officers' liability
policy for such purposes.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
Exhibit
No. Description
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4.1 Amended and Restated Certificate of Incorporation (incorporated by
reference to the Registrant's Registration Statement, dated April
15, 1985)
4.2 Amended and Restated By-laws (incorporated by reference to Exhibit
3.2 to the Company's Form 10-KSB filed March 29, 2004)
4.3 CAS Medical Systems, Inc. 2003 Equity Incentive Plan
5.1 Opinion of Wiggin and Dana LLP
23.1 Consent of Independent Registered Public Accounting Firm
23.2 Consent of Wiggin & Dana LLP (filed as part of Exhibit 5)
23.3 Information Regarding Consent of Arthur Andersen LLP
24.1 Power of Attorney (included on the signature page hereof)
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more
than 20 percent change in the maximum aggregate
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offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement; provided, however that paragraphs (a)(1)(i)
and (a)(1)(ii) do not apply if the registration statement is on Form
S-3, Form S-8 or Form F-3, and the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports with or furnished to the Commission by
the Registrant pursuant to Section 13 or Section 15(d) of the 1934
Act that are incorporated by reference into this registration
statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer, or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer, or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Branford, State of Connecticut, on this 10th day
of June, 2004.
CAS MEDICAL SYSTEMS, INC.
By: /s/ Louis P. Scheps
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Louis P. Scheps
Chairman of the Board, President and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Louis P. Scheps and Jeffery A. Baird and
each of them his or her true and lawful attorneys-in-fact and agents, each
acting alone, with full power of substitution and resubstitution, for him or her
and in his or her name, place and stead, in any and all capacities, to sign any
or all amendments to this Registration Statement, including post-effective
amendments, and to file the same, with all exhibits thereto, and all documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, and hereby ratifies and confirms all that
said attorneys-in-fact and agents, each acting alone, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
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/s/ Louis P. Scheps Chairman of the Board, President, June 10, 2004
------------------------- Chief Executive Officer and
Louis P. Scheps Director (Principal Executive
Officer)
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/s/ Jeffrey A. Baird Chief Financial Officer June 10, 2004
------------------------- (principal financial officer)
Jeffrey A. Baird
/s/ Lawrence Burstein Director June 10, 2004
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Lawrence Burstein
/s/ Jerome Baron Director June 10, 2004
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Jerome Baron
/s/ Saul Milles Director June 10, 2004
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Saul Milles
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INDEX TO EXHIBITS
Exhibit
No. Description
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4.1 Amended and Restated Certificate of Incorporation*
4.2 Amended and Restated By-laws*
4.3 CAS Medical Systems, Inc. 2003 Equity Incentive Plan
5.1 Opinion of Wiggin and Dana LLP
23.1 Consent of Independent Registered Public Accounting Firm
23.2 Consent of Wiggin and Dana LLP (filed as part of Exhibit 5)
23.3 Information Regarding Consent of Arthur Andersen LLP
24.1 Power of Attorney (included on the signature page hereof)
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* Incorporated herein by reference