UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15 (d)
of the Securities Exchange Act of 1934
For the Fiscal Year Ended December 31, 1995
Commission File Number 2-96271-B
CAS MEDICAL SYSTEMS, INC.
(Exact name of Registrant as specified in charter)
Delaware 06-1123096
(State or other jurisdiction of (I.R.S. employer
incorporation of organization) identification No.)
21 Business Park Drive, Branford, Connecticut 06405
(Address of principal executive offices)
(Zip Code)
(203) 488-6056
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
YES [X] NO [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.004 par value Preferred Stock, $.001 par value
The aggregate market value of the Common Stock held by non-affiliates of
the registrant was $7,162,996 on December 31, 1995.
The registrant had 9,279,479 shares of Common Stock outstanding as of
December 31, 1995.
<PAGE>
Statements of Cash Flows for the Years Ended
December 31, 1995, 1994 and 1993 F-6 to F-7
Notes to Financial Statements F-8 to F-12
Schedules called for under Regulation S-X are not submitted because they are
not applicable or not required, or because the required information is
included in the financial statements or notes thereto.
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
ELECTION OF DIRECTORS
Seven Directors are to be elected at the Meeting to serve for a term of
one year or until their respective successors are duly elected and qualify.
The shares represented by the proxies will be voted in favor of the election
as Directors of the persons named below unless authority to do so is withheld.
If any nominee is not a candidate for election at the Meeting, an event which
the Board of Directors does not anticipate, the proxies will be voted for a
substitute nominee and the others named below.
Louis P. Scheps - Director since 1990
Mr. Scheps, 64, was appointed President and CEO of the Company in
September of 1990. He had held the position of Director of Manufacturing since
1986. Prior thereto, Mr. Scheps was employed by Posi-Seal International as
Vice President from 1969 to 1985. Mr. Scheps received his engineering degree
from Purdue University and his business education from the GE Management
Program.
Myron L. Cohen, Ph.D. - Director since 1984
Dr. Cohen, 62, founder of the Company, has been involved in developing
and marketing medical products for over 20 years. Dr. Cohen was Director of
Research and Development for the Hospital Products Division of
Chesebrough-Pond's Inc. from 1978 to 1983. From 1966 through 1978, Dr. Cohen
was Professor of Mechanical Engineering at Stevens Institute of Technology and
was co-founder and director of the Institute's Medical Engineering Laboratory.
Dr. Cohen was awarded the Humboldt Prize by the Federal Republic of
Germany for his work in biomedical engineering. He has lectured throughout the
European Economic Community countries on problems in technology and medicine.
Stanley D. Josephson - Director since 1984
Mr. Josephson, 66, is an attorney in private practice in Branford,
Connecticut. Mr. Josephson is a graduate of New York University Law School and
specializes in corporate development law and international marketing. He is a
member of the Board of Directors and is General Counsel to several privately
held companies.
<PAGE>
Lawrence S. Burstein - Director since 1985
Mr. Burstein, 53, has been an officer, director and stockholder
of Trinity Capital Corporation since October 1982. Mr. Burstein is a
director of four other public companies, THQ, Inc., a manufacturer of
video game cartridges and toys, The MNI Group, Inc., a company that
markets specially formulated medical foods, U.S. Communications, Inc.,
a company engaged in the activation of wireless products and Trinity
Americas, Inc. Mr. Burstein is President of Trinity Americas, Inc.,
which is engaged in the acquisition of other companies.
Jerome S. Baron - Director since 1986
Mr. Baron, 69, has been in the securities industry since 1944. He
was a Vice President in the International Department at Loeb Rhoades &
Company, a Partner at Andreson & Company, and Chairman and Chief Executive
Officer of Foster Securities, Inc., which he founded in 1974. In 1977,
Foster Securities merged with Brean Murray Securities Inc. Mr. Baron
manages individual portfolios, oversees compliance, and is a member of
the Investment Advisory Board for BMI Capital Corp., the firm's
investment management affiliate. He is a Director of USC Corporation, a
public cellular telephone software company and Haulbowline Ltd., a
private offshore company. He attended Kings Point Merchant Marine
Academy and Pace University.
Jay M. Haft - Director since 1991
Mr. Haft, 60, has been engaged in the practice of law for more
than ten years and is counsel to the firm of Parker Duryee Rosoff & Haft. Mr.
Haft is a director of six other public companies, Viragen, Inc., a
medical products company, Noise Cancellation Technologies, Inc., a
company engaged in the design of noise suppression equipment, Extech,
Inc., a company engaged in hotel management and other businesses,
Robotic Vision Systems, Inc., a manufacturer of testing systems for
semiconductor equipment, ORYX Technology, Inc., a company manufacturing
and developing power controls and test products, and Nova Technology,
Inc., a company engaged in the development of a hospital bed and
patient transport system. He is currently acting CEO of Noise
Cancellation Technologies, Inc. Mr. Haft received a B.A. and a LL.B.
from Yale University.
Saul S. Milles, M.D. - Director since 1991
Dr. Milles, 65, is a Medical Director for Corporate Medical
Operations of the General Electric Corporation headquartered in
Fairfield, Connecticut since 1984. He has been actively involved in
issues related to medical screening, employing the handicapped,
employee assistance program design and assessment, and the development
of policies related to smoking abatement and the control of substance
abuse. He has served as an advisor to the Congress of the United
States, Office of Technology Assessment on screening tests and their
ethical and socioeconomic implications. Dr. Milles attended Cornell
University and received his M.D. degree from the University of
Rochester and received specialty training in Internal medicine and
Gastroenterology at Yale Medical Center. He is also currently Clinical
Associate Professor of Medicine at Yale Medical School.
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth information concerning the compensation
during the last three fiscal years of the executive officers of the Company
(hereinafter referred to collectively as the named executive officers).
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long
All Rest- Term
All
Annual ricted Incen-
Other
Compen- Stock tive
Compen-
Salary Bonus sation Awards SARs Payouts
sation
Principal Position Year ($) ($) ($) ($) (#) ($)
($)
<S> <C> <C> <C> <C> <C> <C> <C>
<C>
Louis P. Scheps 1995 175,000 40,000 0 0 0 0
1,700
President 1994 150,000 0 0 0 0 0
1,318
and CEO 1993 133,333 22,500 0 0 750,000 0
1,015
Myron L. Cohen 1995 165,862 10,000 5,000 0 0 0
2,695
Executive Vice 1994 150,645 0 5,000 0 0 0
2,000
President 1993 136,950 7,500 5,000 0 0 0
1,325
<FN>
No warrants/options/SARs were granted in 1995.
</FN>
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND STOCKHOLDERS
STOCK OWNERSHIP
Stock Ownership of Certain Beneficial Owners
The following table sets forth information as to the beneficial
ownership of each person known to the Company to own more than 5% of the
outstanding Common Stock as of May 3, 1996:
Name and Address of
Beneficial Owner or Amount and Nature of Percentage
Identity of Group Beneficial Ownership (1) of Class
Estate of Garry Evans 500,000 5.3%
Weybridge, Surrey
United Kingdom
Venture Capital Associates, Ltd. 980,575 10.5%
c/o Jay M. Haft
529 Fifth Avenue
New York, NY 10022
Haulbowline Ltd. 1,832,000 19.7%
c/o The Bank of Bermuda Limited
6 Front Street
PO Box HM 1020
Hamilton HMDX, Bermuda
Stock Ownership of Directors and Executive Officers
The following table reflects shares of Common Stock beneficially owned
(or deemed to be beneficially owned pursuant to the rules of the Securities
and Exchange Commission) as of May 3, 1996 by each director of the Company,
each of the executive officers named in the Summary Compensation Table
included elsewhere herein and the current directors and executive officers
of the Company as a group:
Amount and Nature of Percentage
Name Beneficial Ownership (1) of Class
Louis P. Scheps 1,333,325 (2) 14.3%
Myron L. Cohen, Ph.D. 940,453 10.1%
Stanley D. Josephson 167,484 (3) 1.8%
Lawrence S. Burstein 463,563 (4) 4.9%
Jerome Baron 2,054,500 (5) 22.1%
Jay M. Haft 1,071,575 (6) 11.5%
Saul S. Milles, M.D. 60,000 (7) 0.6%
All officers and directors
as a group (7 persons) 6,090,900 65.6%
<PAGE>
(1) Pursuant to the rules of the Securities and Exchange Commission, shares
of Common Stock which an individual or group has a right to acquire
within 60 days pursuant to the exercise of options or warrants are
deemed to be outstanding for the purpose of computing the percentage
ownership of such individual or group, but are not deemed to be
outstanding for the purpose of computing the percentage ownership of any
other person shown in the table. Except as otherwise indicated, the
persons named herein have sole voting and dispositive power with respect
to the shares beneficially owned.
(2) Includes options to purchase 900,000 shares.
(3) Includes options to purchase 75,000 shares.
(4) Includes options to purchase in the aggregate 150,000 shares; 185,000
shares owned by Trinity Capital Corporation Pension Trust, of which a
director is a trustee and a beneficiary; 9,375 shares owned, directly
and indirectly, by a family member.
(5) Includes options to purchase 200,000 shares; also includes 1,832,000
shares owned by Haulbowline Ltd., as to which shares Mr. Baron has
voting and dispositive power.
(6) Includes options to purchase 60,000 shares; also includes 980,575 shares
owned by Venture Capital Associates, Ltd., a limited partnership of
which the general partner is a corporation in which Mr. Haft is a
controlling shareholder.
(7) Includes options to purchase 60,000 shares.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
CAS MEDICAL SYSTEMS, INC.
(Registrant)
March 25, 1996 Louis P. Scheps
Date Louis P. Scheps
President and Chief Executive Officer
and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated.
March 25, 1996 Myron L. Cohen
Date Myron L. Cohen
Executive Vice President
March 25, 1996 Lawrence Burstein
Date Lawrence Burstein
Director
March 25, 1996 Stanley Josephson
Date Stanley Josephson
Director
March 25, 1996 Jerome Baron
Date Jerome Baron
Director
March 25, 1996 Jay Haft
Date Jay Haft
Director
March 25, 1996 Saul Milles
Date Saul Milles
Director
</TABLE>
