Registration No. 333-19825
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
AMENDMENT NO. 1 to FORM S-2
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 jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
21 Business Park Drive
Branford, Connecticut 06405
(203) 488-6056
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
LOUIS P. SCHEPS
President and Chief Executive Officer
CAS MEDICAL SYSTEMS, INC.
21 Business Park Drive, Branford, Connecticut 06405
(203) 488-6056
(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
One Century Tower, New Haven, Connecticut 06508
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: [ X ]
If the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item 11
(a)(1) of this form, check the following box. [ X ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ X ]
<PAGE>
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ X ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ X ]
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
<PAGE>
PROSPECTUS
1,460,000 Shares Common Stock
CAS MEDICAL SYSTEMS, INC.
This Prospectus relates to 1,460,000 shares (the "Shares") of Common
Stock, par value $0.004 per share (the "Common Stock") of CAS Medical Systems,
Inc. ("CAS" or the "Company") which are being offered for sale by certain
selling stockholders (the "Selling Stockholders"). See "Selling
Stockholders." The Company will not receive any of the proceeds from sales of
the Shares by the Selling Stockholders although the Company will receive
proceeds from the exercise of certain options and warrants which are
exercisable by the Selling Stockholders into the Shares. If all of such
options and warrants are exercised by the Selling Stockholders, the Company
will receive proceeds of $708,545. The Company intends to use such proceeds
for general corporate purposes. The Shares may be offered from time to time
by the Selling Stockholders through ordinary brokerage transactions, in
negotiated transactions or otherwise, at market prices prevailing at the
time of sale or at negotiated prices. See "Plan of Distribution." The
Company's Common Stock is traded on the over-the-counter market, commonly
referred to as the "pink sheets". On February 13, 1997, the closing bid price
of the Common Stock was $0.6875 per share.
The Selling Stockholders may be deemed to be "Underwriters" as defined
in the Securities Act of 1933, as amended (the "Securities Act"). If any
broker-dealers are used to effect sales, any commissions paid to
broker-dealers and, if broker-dealers purchase any of the Shares as
principals, any profits received by such broker-dealers on the resale of the
Shares may be deemed to be underwriting discounts or commissions under the
Securities Act. In addition, any profits realized by the Selling Stockholders
may be deemed to be underwriting commissions. All costs, expenses and fees in
connection with the registration of the Shares will be borne by the Company.
Brokerage commissions, if any, attributable to the sale of the Shares will be
borne by the Selling Stockholders.
For information concerning certain factors that should be considered by
prospective investors, see "Risk Factors" beginning on page 3 of this
Prospectus.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The date of this Prospectus is February 20, 1997
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This Prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these
securities in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such state.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files periodic reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission").
Such reports, proxy statements and other information filed with the Commission
may be inspected and copied at the Public Reference Section of the Commission
at 450 Fifth Street, N.W., Washington, D.C. 20549 and at the regional offices
of the Commission located at 500 West Madison Street, Chicago, Illinois 60661,
and Seven World Trade Center, New York, New York 10048. Copies of such
material can be obtained from the Public Reference Section of the Commission
at prescribed rates by writing to the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. In addition, reports, proxy materials and other
information concerning the Company may be inspected at the offices of NASDAQ,
1735 K Street N.W., Washington, D.C. 20006. The Commission maintains a World
Wide Web site on the Internet at http://www.sec.gov that contains reports,
proxy and information statements and other information regarding registrants
such as the Company that file electronically with the Commission.
This Prospectus constitutes a part of a Registration Statement on Form
S-2 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") filed by the Company with the Commission under the
Securities Act. This Prospectus does not contain all of the information set
forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For further
information with respect to the Company and the Shares, reference is hereby
made to the Registration Statement. Statements contained herein concerning
the provisions of any document are not necessarily complete, and in each
instance reference is made to the copy of such document filed as an exhibit to
the Registration Statement or otherwise filed with the Commission. Each such
statement is qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which are on file with the Commission (File No.
2-96271-B), are incorporated in this Prospectus by reference and made a part
hereof:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, as amended by Form 10-K/A.
<PAGE>
(b) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1996.
(c) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1996.
(d) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 1996.
This Prospectus is accompanied by a copy of all of the foregoing
documents incorporated herein by reference and such documents are an integral
part hereof.
RISK FACTORS
In addition to the other information in this Prospectus, the
following factors should be considered carefully in evaluating the Company and
its business before purchasing the Shares offered hereby.
Competition. The Company is engaged in a rapidly evolving field.
Competition from other medical device companies, diversified healthcare
companies and research and academic institutions is intense and expected to
increase. Many companies engaged in the medical device sector have
substantially greater financial and other resources and development
capabilities than the Company and have substantially greater experience in
testing of products, obtaining regulatory approvals and manufacturing and
marketing medical devices. Accordingly, certain of the Company's competitors
may succeed in obtaining approval for products more rapidly than the Company.
Other companies may succeed in developing and commercializing products earlier
than the Company. In addition to competing with universities and other
research institutions in the development of products, technologies and
processes, the Company may compete with other companies in acquiring rights to
products or technologies from universities. There can be no assurance that
the Company will develop products that are more effective or achieve greater
market acceptance than competitive products, or that the Company's competitors
will not succeed in developing products and technologies that are more
effective than those being developed by the Company or that would render the
Company's products and technologies less competitive or obsolete.
Product Liability Exposure. As a manufacturer of medical diagnostic
equipment, the Company could face product liability claims. The Company has
no pending product liability claims to date and maintains product liability
insurance in an aggregate amount of $4 million. There can be no assurance
that such coverage will be adequate to cover any product liability claims
which arise in the future or that product liability insurance will continue to
be available at reasonable prices. Any product liability judgments or
settlements in excess of insurance coverage could have a material adverse
effect on the Company.
<PAGE>
Government Regulation. The Company's business is subject to varying
degrees of governmental regulation in the countries in which it operates. In
the United States, the Company's products are subject to regulation as medical
devices by the United States Food and Drug Administration (the "FDA"), as well
as by other federal and state agencies. These regulations pertain to the
manufacturing, labeling, development and testing of the Company's devices as
well as to the maintenance of required records. An FDA regulation also
requires prompt reporting by all medical device manufacturers of an event or
malfunction involving a medical device where such device caused or contributed
to death or serious injury or is likely to do so.
Federal law provides for several routes by which the FDA reviews medical
devices prior to their entry into the marketplace. Medical products of the
type currently being marketed and under development by the Company are subject
to regulation under the Food, Drug and Cosmetic Act (the "FDA Act") as amended
in the Medical Device Amendments of 1976 (the "1976 Amendments") and the 1990
"Safe Medical Devices Act", as well as additional regulations promulgated
thereunder. Under the 1976 Amendments, the Company must be a registered
device manufacturer and must comply with Good Manufacturing Practice
Regulations for Medical Devices. In addition, depending upon product type,
the Company must also comply with those regulations governing the Conduct of
Human Investigations, Pre-Market Approval Regulations and other requirements,
as promulgated by the FDA. The FDA is authorized to inspect a device, its
labeling and advertising, and the facilities in which it is manufactured in
order to ensure that the device is not manufactured or labeled in a manner
which could cause it to be injurious to health. Under the 1976 Amendment and
the Safe Medical Device Act, the FDA has adopted regulations which classify
medical devices based upon the degree of regulation it believes is necessary
to assure safety and efficacy. A device is classified as a Class I, II, or
III device. Class I devices are subject only to general controls. Class II
devices, in addition to general controls, are or will be subject to
"performance standards." Most Class II devices are subject to the 501(k)
pre-market notification provision. In addition, some Class III devices
require FDA pre-market approval before they may be marketed commercially
because their safety and effectiveness cannot be assured by the general
controls and performance standards of Class I or II devices. The Company's
products are primarily Class II devices. Several of them have required FDA
notification under Section 510(k) of the FDA Act.
Satisfaction of clearance or approval requirements may take up to several
years or more and varies substantially based upon the type, complexity and
novelty of the product. The effect of government regulation may be to delay
marketing of new products for a considerable or indefinite period of time, to
impose costly procedures upon the Company's activities and to furnish a
competitive advantage to larger companies that compete with the Company.
There can be no assurance that FDA or other regulatory clearance or approval
for any products developed by the Company will be granted on a timely basis,
if at all, or, once granted, that clearances or approvals will not be
withdrawn or other regulatory action taken which might limit the Company's
ability to market its proposed products. Any such delay in obtaining or
failure to obtain such clearances or approvals would adversely affect the
manufacturing and marketing of the Company's products and the ability to
generate additional product revenue.
<PAGE>
In foreign countries, the degree of government regulation affecting the
Company varies considerably among countries, ranging from stringent testing
and approval procedures in certain locations to simple registration procedures
in others, while in some countries there is virtually no regulation of the
sale of the Company's products. In general, the Company has not encountered
material delays or unusual regulatory impediments in marketing its products
internationally. Establishment of uniform regulations for European Community
nations took place on January 1, 1995. The Company believes it will be
subject to a single regulatory scheme for all the participating countries and
has taken the necessary steps to assure ongoing compliance with these new,
more rigorous regulations, including obtaining International Standards
Organization certification for its manufacturing operations which will allow
the Company to market products in Europe with a single registration applicable
to all participating countries.
Challenges to Patents and Proprietary Rights. The Company relies on a
combination of patents, trade secrets, trademarks and non-disclosure
agreements to protect its proprietary rights. There can be no assurance that
patent applications filed by the Company will result in the issuance of
patents or that any patents now or hereafter owned by the Company will afford
protection against competitors which develop similar technology. There can
also be no assurance that the Company's non-disclosure agreements will provide
meaningful protection for the Company's trade secrets or other proprietary
information. Moreover, in the absence of patent protection, the Company's
business may be adversely affected by competitors who independently develop
substantially equivalent or superior technology.
It is possible that the Company may need to acquire licenses to, or to
contest the validity of, issued or pending patents of third parties relating
to the Company's technology or to products presently marketed or under
development by the Company. In addition, there can be no assurance that any
license required under any such patent would be made available to the Company
on acceptable terms, if at all, or that the Company would prevail in any such
contest.
Risks of Technological Obsolescence. The areas in which the Company is
developing, distributing, and/or licensing products involve rapidly developing
technology. Others may develop products which may render products being
developed, distributed or licensed by the Company obsolete or uneconomical or
result in products superior to the Company's products.
Risks Associated with International Sales. Since fiscal 1994, the
Company's international sales have grown faster than its sales to any other
market, and accounted for 33.5% of the Company's total net sales for the 1995
fiscal year. The Company expects that international sales will continue to
constitute a significant portion of its business. Although the Company sells
its products in United States dollars and is not subject to significant
currency risks, an increase in the value of the United States dollar relative
to foreign currencies in the Company's international markets could make the
Company's products less price competitive in such markets.
<PAGE>
Significant Influence of Insiders; Potential Anti-takeover Provisions.
The Company's directors, executive officers and other affiliates beneficially
own approximately 66% of the outstanding Common Stock of the Company. As a
result, such directors, officers and affiliates will be able to significantly
influence the election of all of the Company's directors and otherwise
influence control of the Company's operations. The Company's Board of
Directors is also authorized to issue from time to time, without stockholder
authorization, shares of preferred stock, in one or more designated series or
classes. The Company is also subject to a Delaware statute regulating
business combinations. Any of these provisions could discourage, hinder or
preclude an unsolicited acquisition of the Company and could make it less
likely that stockholders receive a premium for their shares as a result of any
such attempt.
Risks of Low-Priced Stock. Due to the low trading price of the Company's
Common Stock, it could in the future become subject to Rule 15g-9 under the
Exchange Act, which imposes additional sales practice requirements on
broker-dealers that sell "penny stocks". Commission regulations define a
penny stock to be any non-exchange or NASDAQ entity security that has a market
price (as therein defined) of less than $5.00 per share or with an exercise
price of less than $5.00 per share, subject to certain exceptions. The
Company's Common Stock is currently exempted from penny stock regulation by
virtue of the fact that the Company has net tangible assets in excess of $2
million. For transactions covered by penny stock regulations, a broker-dealer
must make a special suitability determination for the purchaser and have
received the purchaser's written consent to the transaction prior to sale.
For any transaction by a broker-dealer involving a penny stock, unless exempt,
the rules require delivery, prior to any transaction in a penny stock, of a
disclosure schedule prepared by the Commission relating to the penny stock
market. Disclosure is also required to be made about commissions payable to
both the broker-dealer and the registered representative and current
quotations for the Common Stock. Finally, monthly statements are required to
be sent disclosing recent price information for the penny stock held in the
account and information on the limited market in penny stocks. There can be
no assurance that the Company's Common Stock will continue to qualify for
exemption from these restrictions. If the Company's Common Stock were subject
to the rules on penny stocks, it may adversely affect the ability of
broker-dealers to sell the Company's Common Stock and may adversely affect the
ability of purchasers in this offering to resell any of the Common Stock
acquired hereby in the secondary market.
Effect of Current Offering on Stock Price. Sales of a substantial
number of shares of the Company's Common Stock in the public market originally
issued pursuant to options or warrants could adversely affect the market price
of the Common Stock and may also adversely affect the Company's ability to
raise additional capital. 1,460,000 shares of Common Stock will have been
registered hereby under the Securities Act for resale to the public. The
Common Stock registered hereby constitutes approximately 13.5% of the
Company's Common Stock. Historically, the Common Stock has been thinly
traded. This low trading volume may have had a significant effect on the
market price of the Common Stock, which may not be indicative of the market
price in a more liquid market.
<PAGE>
Dependence on Key Personnel. The Company believes that its future
success will depend to a significant extent on the efforts and abilities of
its senior management, in particular Louis P. Scheps, its President and Chief
Executive Officer and Myron L. Cohen, its Executive Vice President. The loss
of the services of Mr. Scheps or Dr. Cohen could have a material adverse
effect on the Company.
Limitation of Liability of Officers and Directors. The Company's
Certificate of Incorporation provides that officers and directors of the
Company will not be personally liable to the Company or its stockholders for
monetary damages resulting from breaches of duty owed to the Company or its
stockholders, including breaches which constitute negligence in the
performance of their duties. As a result, the rights of the Company and its
stockholders to obtain monetary damages for acts or omissions of officers and
directors will be more limited than they would be in the absence of such
provisions.
No Anticipated Dividends. The Company has not paid cash dividends on
its Common Stock since inception, and at this time does not anticipate that it
will pay cash dividends in the foreseeable future.
THE COMPANY
The Company was organized in 1984 and is engaged in the business of
developing, manufacturing and distributing diagnostic equipment and medical
products for use by adults and children in many areas of the health care
industry. The Company has developed and is manufacturing a full line of
non-invasive blood pressure monitors, blood pressure cuffs for both adult and
neonatal patients, silver/silver chloride electrodes for neonatal hospital
intensive care units, and a line of disposable products for neonatal use.
These products are being sold by the Company directly through its own sales
force via distributors and pursuant to original equipment manufacturer (OEM)
agreements in Europe and the United States. The Company has agreements to
supply its blood pressure monitors, cuffs and electrodes to companies for
distribution in major segments of the international market. The Company also
has OEM agreements to supply custom versions of its blood pressure measuring
technology in the form of plug-in modules for patient monitoring systems. The
Company has several other products in various stages of development which it
believes are applicable to both adult and neonatal/pediatric medicine. The
Company's executive offices are located at 21 Business Park Drive, Branford,
Connecticut, 06405 and its telephone number is (203) 488-6056.
RECENT DEVELOPMENTS
Board of Directors
The Board of Directors was recently reduced by two members as a result
of the resignation of Jay M. Haft in October 1996 and the death of Stanley D.
Josephson in July 1996.
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth certain information as of December 15,
1996 (except as otherwise indicated) and as adjusted to reflect the sale of
the Common Stock in the offering, as to the security ownership of the Selling
Stockholders. Except as set forth below, the addresses of each of the Selling
Stockholders is c/o CAS Medical Systems, Inc., 21 Business Park Drive,
Branford, CT 06405.
<TABLE>
<CAPTION>
Percentage
Shares of Shares Shares of of Common
Common Stock of Common Stock Stock
Beneficially Stock Owned Beneficially
Owned Prior Being After Owned after
Name to Offering Sold Offering the Offering
_____________________________________________________________________________
<C> <C> <C> <C>
Louis P. Scheps (1) 958,325 (2) 900,000 (3) 433,325 4.7%
Myron L. Cohen, Ph.D.(4) 947,953 (5) 15,000 (6) 940,453 10.1%
Estate of Stanley D.
Josephson (7) 167,484 (8) 75,000 (9) 92,484
Lawrence S. Burstein
(10) 371,063 (11) 150,000 (12) 221,063 2.4%
Jerome Baron (13) 2,056,200 (14) 200,000 (15) 1,856,200 19.9%
Jay M. Haft (16) 1,071,575 (17) 60,000 (18) 1,011,575 10.9%
Saul S. Milles, M.D.
(19) 60,000 (20) 60,000 (20) 0 -
</TABLE>
(1) Mr. Scheps is President and Chief Executive Officer and a Director of
the Company.
(2) Includes warrants to purchase 444,000 shares and options to purchase
81,000 shares, each exercisable within 60 days.
(3)Consists of Common Stock underlying warrants to purchase 819,000 shares
(including warrants to purchase 375,000 shares not exercisable within 60
days) and Common Stock underlying options to purchase 81,000 shares.
(4) Dr. Cohen is Executive Vice President and a Director of the Company.
(5) Includes options to purchase 7,500 shares exercisable within 60 days.
(6) Consists of Common Stock underlying options to purchase 15,000 shares
(including options to purchase 7,500 shares not exercisable within 60
days).
(7) Mr. Josephson was a Director of the Company prior to his death in July
1996.
<PAGE>
(8) Includes warrants to purchase 75,000 shares exercisable within 60 days.
(9) Consists of Common Stock underling warrants to purchase 75,000 shares.
(10) Mr. Burstein is a Director of the Company.
(11) Includes warrants to purchase 150,000 shares exercisable within 60 days.
Also includes 92,500 shares held in Mr. Burstein's IRA rollover account
and 9,375 shares owned directly and indirectly by a family member.
(12) Consists of Common Stock underlying warrants to purchase 150,000 shares.
(13) Mr. Baron is a Director of the Company.
(14) Includes warrants to purchase 200,000 shares exercisable within 60 days.
Also includes 1,832,000 shares owned by Haulbowline Ltd., as to which
shares Mr. Baron has voting and dispositive power.
(15) Consists of Common Stock underlying warrants to purchase 200,000 shares.
(16) Mr. Haft was a Director of the Company until October 1996.
(17) Includes warrants to purchase 60,000 shares exercisable within 60 days.
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.
(18) Consists of Common Stock underlying warrants to purchase 60,000 shares.
(19) Dr. Milles is a Director of the Company.
(20) Consists of Common Stock underlying warrants to purchase 60,000 shares.
DESCRIPTION OF CAPITAL STOCK
The Company is authorized to issue up to 19,000,000 shares of Common
Stock, $.004 par value, 9,329,279 shares of which were issued and outstanding
at November 15, 1996, and 1,000,000 shares of Preferred Stock, $.001 par
value, none of which are issued and outstanding at November 15, 1996.
Common Stock
Holders of Common Stock of the Company are entitled to one vote per
share on all matters submitted to a vote of the stockholders, including the
election of directors, and except as otherwise required by law or as provided
in any resolution adopted by the Board of Directors with respect to any series
of Preferred Stock, the holders of such shares will exclusively possess all
voting power. The Company's certificate of incorporation does not provide for
cumulative voting for the election of directors. Subject to the preferential
rights of any outstanding series of Preferred Stock, the holders of Common
Stock will be entitled to such dividends as may be declared from time to time
by the Board of Directors from funds legally available therefor, and will be
entitled to receive pro rata all assets of the Company available for
distribution to such holders upon liquidation. No shares of the Common Stock
have any preemptive, redemption or conversion rights or the benefits of any
sinking fund. All outstanding shares of Common Stock are validly issued,
fully paid and nonassessable.
<PAGE>
PLAN OF DISTRIBUTION
The Company is registering the Shares on behalf of the Selling
Stockholders. All costs, expenses and fees in connection with the
registration of the Shares offered hereby will be borne by the Company.
Brokerage commissions, if any, attributable to the sale of Shares will be
borne by the Selling Stockholders.
Sales of Shares may be effected from time to time in transactions (which
may include block transactions) on the NASDAQ OTC Bulletin Board, in
negotiated transactions, or a combination of such methods of sale, at fixed
prices, at market prices prevailing at the time of sale, or at negotiated
prices. The Selling Stockholders have advised the Company that they have not
entered into any agreements, understandings or arrangements with any
underwriters or broker-dealers regarding the sale of their securities. The
Selling Stockholders may effect such transactions by selling Shares directly
to purchasers or to or through broker-dealers which may act as agents or
principals. Such broker-dealers may receive compensation in the form of
discounts, concessions, or commissions from the Selling Stockholder and/or the
purchasers of Shares for whom such broker-dealers may act as agents or to whom
they sell as principal, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions). The Selling
Stockholders and any broker-dealers that act in connection with the sale of
the Shares might be deemed to be "underwriters" within the meaning of Section
2(11) of the Securities Act and any commission received by them and any profit
on the resale of the Shares as principal might be deemed to be underwriting
discounts and commissions under the Securities Act. The Selling Stockholders
may agree to indemnify any agent, dealer or broker-dealer that participates in
transactions involving sales of the shares against certain liabilities,
including liabilities arising under the Securities Act. Liabilities under the
federal securities laws cannot be waived.
Because the Selling Stockholders may be deemed to be "underwriters"
within the meaning of Section 2(11) of the Securities Act, the Selling
Stockholders will be subject to prospectus delivery requirements under the
Securities Act. Furthermore, in the event of a "distribution" of the shares,
such Selling Stockholder, any selling broker or dealer and any "affiliated
purchasers" may be subject to Rule 10b-6 under the Exchange Act, which Rule
would prohibit, with certain exceptions, any such person from bidding for or
purchasing any security which is the subject of such distribution until his
participation in that distribution is completed. In addition, Rule 10b-7
under the Exchange Act prohibits any "stabilizing bid" or "stabilizing
purchase" for the purpose of pegging, fixing or stabilizing the price of
Common Stock in connection with this offering.
<PAGE>
LEGAL MATTERS
Certain legal matters with respect to the validity of the Shares offered
hereby have been passed upon for the Company by Wiggin & Dana, New Haven,
Connecticut.
EXPERTS
The financial statements and schedules incorporated by reference in this
prospectus and elsewhere in the registration statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are incorporated by reference herein in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said reports.
No person is authorized in connection with any offering made hereby to
give any information or to make any representation not contained in this
Prospectus, and, if given or made, such information or representation must
not be relied upon as having been authorized by the Company. This Prospectus
does not constitute an offer to sell or a solicitation of an offer to buy any
security other than the Shares offered hereby, nor does it constitute an offer
to sell or a solicitation of an offer to buy any of the securities offered
hereby to any person in any jurisdiction in which it is unlawful to make such
an offer or solicitation. Neither the delivery of this Prospectus nor any
sale made hereunder shall under any circumstances create any implication that
the information contained herein is correct as of any date subsequent to the
date hereof.
1,460,000 Shares
Common Stock
TABLE OF CONTENTS
Page CAS MEDICAL SYSTEMS, INC.
Available Information . . . .2
Incorporation of Certain
Documents by Reference. . . .2
Risk Factors . . . . . . . . .3
The Company. . . . . . . . . .7
Recent Developments. . . . . .7 PROSPECTUS
Selling Stockholders . . . . .8
Description of Capital Stock .9
Plan of Distribution . . . . 10
Legal Matters . . . . . . . 11 February 20, 1997
Experts . . . . . . . . . . 11
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. Other Expenses of Issuance and Distribution.
The following is an itemized statement of the estimated amounts of all
expenses payable by the Registrant in connection with the registration of the
Shares:
Registration Fee--Securities and Exchange Commission. . . $ 318.55
Legal fees and expenses . . . . . . . . . . . . . . . . . $10,000.00*
Accounting fees and expenses. . . . . . . . . . . . . . $ 5,000.00*
Printing and engraving expenses . . . . . . . . . . . . . $ 5,000.00*
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . $ 681.45*
__________
Total. . . . . . . . . . . . . . . . . . . . . . . .$ 21,000.00*
__________
*estimate
ITEM 15. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware
permits indemnification of directors, officers and employees of a corporation
under certain conditions and subject to certain limitations. The Company's
Certificate of Incorporation states that the Company shall indemnify officers
and directors to the full extent permitted by the laws of the State of
Delaware.
ITEM 16. Exhibits.
5 - Opinion of Wiggin & Dana
13.1 - Form 10-K for Year ended December 31, 1995*
13.2 - Form 10-K/A for Year ended December 31, 1995*
13.3 - Form 10-Q for Quarter ended March 31, 1996*
13.4 - Form 10-Q for Quarter ended June 30, 1996*
13.5 - Form 10-Q for Quarter ended September 30, 1996*
23.1 - Consent of Arthur Andersen LLP
23.2 - Consent of Wiggin & Dana (included in Exhibit 5)
24 - Power of Attorney (included on signature page)*
* Previously filed.
<PAGE>
ITEM 17. 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;
(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 information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the 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.
(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 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.
(h) 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 provisions described under Item 15
above, or otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy expressed in the Act and is, therefore, unenforceable. In the event
that 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
<PAGE>
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.
(i) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus
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.
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-2 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Town of Branford, State of Connecticut on
February 18, 1997.
CAS MEDICAL SYSTEMS, INC.
(Registrant)
By:/s/ Louis P. Scheps
Name: Louis P. Scheps
Title: President and Chief Executive Officer
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Myron L. Cohen, Ph.D.* Chairman of the Board February 18, 1997
Mryon L. Cohen, Ph.D. and Executive
Vice President
/s/ Louis P. Scheps President, Chief February 18, 1997
Louis P. Scheps Executive Officer
and Director
(Principal Executive,
Financial and Accounting Officer)
/s/ Lawrence S. Burstein* Director February 18, 1997
Lawrence S. Burstein
/s/ Jerome Baron* Director February 18, 1997
Jerome Baron
/s/ Saul S. Milles, M.D.* Director February 18, 1997
Saul S. Milles, M.D.
*By: /s/ Louis P. Scheps
Louis P. Scheps
Attorney-in-fact
February 18, 1997
CAS Medical Systems, Inc.
21 Business Park Drive
Branford, CT 06405
Ladies and Gentlemen:
We refer to Amendment No. 1 to the Registration Statement on Form S-2 (the
"Registration Statement") filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act"), by CAS Medical
Systems, Inc. (the "Company"), relating to 1,460,000 shares of the Company's
Common Stock, $.004 par value per share (the "Shares"), to be issued upon
exercise of certain options and warrants.
As counsel for the Company, we have examined such corporate records, other
documents, and such questions of law as we have considered necessary or
appropriate for the purposes of this opinion, the Shares being registered
pursuant to the Registration Statement, when issued and paid for upon exercise
of the options or warrants in accordance with the terms thereof, will be, when
so issued and paid for, duly authorized, legally issued, fully paid, and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. This consent is not to be construed as an admission
that we are a person whose consent is required to be filed with the
Registration Statement under the provisions of the Act.
Very truly yours,
/s/ /Wiggin & Dana
Wiggin & Dana
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To CAS Medical Systems, Inc.:
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement (File No. 333-19825) of our
report dated January 23, 1996, included in the Company's Form 10-K for the
year ended December 31, 1995, and to all references to our Firm included in
this registration statement.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Stamford, Connecticut
February 17, 1996
