As filed with the Securities and Exchange Commission on June 10, 2004
Registration No. 333-______
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CAS MEDICAL SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 06-1123096
(State or other juris- (I.R.S. Employer
diction of incorporation Identification
or organization) Number)
44 East Industrial Road
Branford, Connecticut 06405
(203) 488-6056
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
CAS MEDICAL SYSTEMS, INC. EMPLOYEE STOCK PURCHASE 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
(Name, address 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 and Dana LLP
400 Atlantic Street
Stamford, Connecticut 06901
(203) 363-7600
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered(1) Per Share (2) Offering Price Registration Fee
--------------------------- ----------------- ------------------- ------------------- ------------------
Common Stock, $0.004 par
value per share........ 150,000 shares $1.31 $196,500.00 $25.00
========================================================================================================
(1) Plus such additional indeterminable number of shares as may be required
pursuant to the CAS Medical Systems, Inc. Employee Stock Purchase Plan
in the event of a stock dividend, stock split, recapitalization or other
similar change in the Common Stock. In addition, pursuant to Rule 416(c)
under the Securities Act of 1933, this registration statement also
covers an indeterminate amount of interests to be offered or sold
pursuant to the CAS Medical Systems, Inc. Employee Stock Purchase Plan.
(2) Computed in accordance with Rules 457(c) and 457(h) under the Securities
Act of 1933, as amended, such computation is based on $1.31 per share
(85% of 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).
Pursuant to the CAS Medical Systems, Inc. Employee Stock Purchase Plan,
shares are sold at 85% of the lesser of the fair market value of such
shares on the first day of an offering period or the last day of the
applicable purchase period.
================================================================================
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
In accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission"), the documents containing the information called
for in Part I of Form S-8 will be sent or given to individuals who participate
in the CAS Medical Systems, Inc. Employee Stock Purchase Plan and are not being
filed with or included in this Form S-8.
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.
II-1
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.
II-2
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.
II-3
ITEM 8. EXHIBITS.
Exhibit
No. Description
--- -----------
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. Employee Stock Purchase 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 offering
price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
II-4
(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.
II-5
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
--------------------------------
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
--------- ----- ----
/s/ Louis P. Scheps Chairman of the Board, President, June 10, 2004
------------------------- Chief Executive Officer and
Louis P. Scheps Director (principal executive
officer)
II-6
/s/ Jeffery A. Baird Chief Financial Officer June 10, 2004
------------------------- (principal financial officer)
Jeffery A. Baird
/s/ Lawrence Burstein Director June 10, 2004
-------------------------
Lawrence Burstein
/s/ Jerome Baron Director June 10, 2004
-------------------------
Jerome Baron
/s/ Saul Milles Director June 10, 2004
-------------------------
Saul Milles
II-7
INDEX TO EXHIBITS
Exhibit
No. Description
--- -----------
4.1 Amended and Restated Certificate of Incorporation*
4.2 Amended and Restated By-laws*
4.3 CAS Medical Systems, Inc. Employee Stock Purchase 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)
---------------------
* Incorporated herein by reference