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SCHEDULE 13G Estimated average
(Rule 13d-102) burden hours per
response. . 11
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No.1)
CAS Medical Systems, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
124769209
(CUSIP Number)
April 20, 2006
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ X ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 124769209
1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only)
Potomac Capital Management LLC
13-3984298
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
New York
Number of 5. Sole Voting Power
Shares 0
Beneficially
Owned by 6. Shared Voting Power
Each 706,505
Reporting
Person With 7. Sole Dispositive Power
0
8. Shared Dispositive Power
706,505
9. Aggregate Amount Beneficially Owned by Each Reporting Person
706,505
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) [ ]
11. Percent of Class Represented by Amount in Row (9)
6.83%
12. Type of Reporting Person (See Instructions)
HC; OO (Limited Liability Company)
2
CUSIP No. 124769209
1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only)
Potomac Capital Management Inc.
13-3984786
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
New York
Number of 5. Sole Voting Power
Shares 0
Beneficially
Owned by 6. Shared Voting Power
Each 706,505
Reporting
Person With 7. Sole Dispositive Power
0
8. Shared Dispositive Power
706,505
9. Aggregate Amount Beneficially Owned by Each Reporting Person
706,505
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) [ ]
11. Percent of Class Represented by Amount in Row (9)
6.83%
12. Type of Reporting Person (See Instructions)
HC; CO
3
CUSIP No. 124769209
1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only)
Paul J. Solit
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
U.S.
Number of 5. Sole Voting Power
Shares 0
Beneficially
Owned by 6. Shared Voting Power
Each 706,505
Reporting
Person With 7. Sole Dispositive Power
0
8. Shared Dispositive Power
706,505
9. Aggregate Amount Beneficially Owned by Each Reporting Person
706,505
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) [ ]
11. Percent of Class Represented by Amount in Row (9)
6.83%
12. Type of Reporting Person (See Instructions)
IN; HC
4
Item 1.
(a) Name of Issuer
CAS Medical Systems Inc.
(b) Address of Issuer's Principal Executive Offices
44 East Industrial Road,
Branford, CT 06405
Item 2.
(a) Name of Person Filing
This statement is being filed by (i) Potomac Capital Management
LLC; (ii) Potomac Capital Management Inc.; and
(iii) Paul J. Solit
(b) Address of Principal Business Office or, if none, Residence
(i), (ii), and (iii)
825 Third Avenue, 33rd Floor
New York, New York 10022
(c) Citizenship
(i) New York (ii) New York (iii) U.S.
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number
124769209
Item 3. Not Applicable
Item 4. Ownership
Provide the following information regarding the aggregate number and percentage
of the class of securities of the issuer identified in Item 1.
Potomac Capital Management LLC
Potomac Capital Management Inc.
Paul J. Solit
(a) Amount beneficially owned: 706,505
(b) Percent of class: 6.83%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 0
(ii) Shared power to vote or to direct the vote 706,505
(iii) Sole power to dispose or to direct the
disposition of 0
(iv) Shared power to dispose or to direct the
disposition of 706,505
5
Item 5. Ownership of Five Percent or Less of a Class
If this Statement is being filed to report the fact that as of the date hereof
the Reporting Persons have ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [ ]
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company or
Control Person
See Exhibit A attached hereto.
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
6
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated this 27th day of April, 2006
POTOMAC CAPITAL MANAGEMENT LLC
By: /s/ Paul J. Solit
-----------------------
Paul J. Solit, Managing Member
POTOMAC CAPITAL MANAGEMENT INC.
By: /s/ Paul J. Solit
------------------------
Paul J. Solit, President
PAUL J. SOLIT
By: /s/ Paul J. Solit
------------------------
Paul J. Solit
EXHIBIT INDEX
The following exhibits are filed with this report on Schedule 13G:
Exhibit A Identification of entities which acquired the shares which are the
subject of this report on Schedule 13G
Exhibit B Joint Filing Agreement dated April 27, 2006 Potomac Capital
Management LLC, Potomac Capital Management, Inc. and
Paul J. Solit