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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): JUNE 10, 2009
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 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
STOCKHOLDER APPROVAL OF AMENDED 2003 EQUITY INCENTIVE PLAN
On April 20, 2009, the Compensation Committee of the board of directors of CAS
Medical Systems, Inc. ("CASMED") amended the CAS Medical Systems, Inc. 2003
Equity Incentive Plan (the "Incentive Plan"), subject to stockholder approval,
to increase the number of shares that can be issued under the Incentive Plan by
250,000. As previously in effect, the Incentive Plan provided for the
availability of a maximum of 1,000,000 shares of CASMED common stock, with a
maximum of 250,000 shares available for delivery with respect to awards of
restricted stock and restricted stock units. The Incentive Plan, was amended,
subject to stockholder approval, increased the maximum number of shares of
CASMED common stock available under the Incentive Plan by 250,000 to 1,250,000
and the maximum number of shares of common stock available for delivery with
respect to awards of restricted stock and restricted stock units by 250,000 to
500,000. On June 10, 2009, at CASMED's annual meeting of stockholders, the
Incentive Plan, as amended, was approved by CASMED's stockholders.
The foregoing description of the amendment to the Incentive Plan does not
purport to be complete and is qualified in its entirety by reference to the
Incentive Plan, as amended, a copy of which was filed with the Securities and
Exchange Commission as an exhibit to the Company's proxy statement for the 2009
annual meeting.
STOCKHOLDER APPROVAL OF EMPLOYEE STOCK PURCHASE PLAN
On April 3, 2009, the board of directors of CASMED adopted the CAS Medical
Systems, Inc. Employee Stock Purchase Plan (the "Stock Purchase Plan"). The
Stock Purchase Plan is intended to be a qualified employee stock purchase plan
under Section 423 of the Internal Revenue Code of 1986, as amended. Eligible
employees participate in the Stock Purchase Plan through payroll deductions.
Unless otherwise determined by the Compensation Committee, two six-month
offering periods shall commence in each calendar year on January 1st and July
1st, beginning July 1, 2009. For each offering period, the last business day of
the term of the offering period shall be the date of exercise (the "Purchase
Date") unless the Compensation Committee otherwise determines. For each
offering, the purchase price per share of stock will be the average of the high
and low price of CASMED common stock on the Nasdaq Global Market or any other
established stock exchange on which the common stock is traded on the Purchase
Date, less a 5% discount. The maximum number of shares of CASMED common stock
that may be available under the Stock Purchase Plan is 150,000 shares. On June
10, 2009, at CASMED's annual meeting of stockholders, the Stock Purchase Plan
was approved by CASMED's stockholders.
The foregoing description of the Stock Purchase Plan does not purport to be
complete and is qualified in its entirety by reference to the Stock Purchase
Plan, a copy of which was filed with the Securities and Exchange Commission as
an exhibit to the Company's proxy statement for the 2009 annual meeting.
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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: June 11, 2009 By: /s/ Jeffery A. Baird
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Jeffery A. Baird
Chief Financial Officer
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