As filed with the Securities and Exchange Commission on October 4, 2000
Registration No. 333-______
================================================================================
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 (I.R.S. Employer
jurisdiction of Identification
incorporation Number)
or organization)
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)
1994 EMPLOYEES' INCENTIVE STOCK OPTION PLAN
(Full title of the Plan)
LOUIS P. SCHEPS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CAS MEDICAL SYSTEMS, INC.
44 EAST INDUSTRIAL ROAD
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:
TERENCE JONES, ESQ.
WIGGIN & DANA LLP
ONE CENTURY TOWER
NEW HAVEN, CONNECTICUT 06508
(203) 498-4400
CALCULATION OF REGISTRATION FEE
<TABLE><CAPTION>
===================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE(1) PRICE(1) REGISTRATION FEE
---------------------- ------------------- ---------------- ------------------ ----------------
<S> <C> <C> <C> <C>
COMMON STOCK $.004 PAR
VALUE PER SHARE....... 1,000,000 SHARES(2) $1.25 $1,250,000 $330.00
===================================================================================================
</TABLE>
(1) THE PRICE IS ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE
REGISTRATION FEE PURSUANT TO RULE 457(H)(1) AND RULE 457(C). THE OFFERING
PRICE AND FEE ARE COMPUTED BASED ON THE AVERAGE OF THE BID AND ASKED PRICES
OF THE COMMON STOCK AS REPORTED IN THE "PINK SHEETS" ON SEPTEMBER 29, 2000.
(2) DOES NOT INCLUDE 250,000 PREVIOUSLY REGISTERED SHARES ISSUABLE PURSUANT TO
THE 1994 EMPLOYEES' INCENTIVE STOCK OPTION PLAN FOR WHICH A FEE WAS
PREVIOUSLY PAID.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which are on file with the Commission (File
No. 2-96271-B), are incorporated in this Registration Statement by reference and
made a part hereof:
(a) The Company's Annual Report on Form 10-KSB for the year ended
December 31, 1999 as amended by Form 10-KSB/A.
(b) The Company's Quarterly Report on Form 10-QSB for the
three-month period ended March 31, 2000.
(c) The Company's Quarterly Report on Form 10-QSB for the
three-month period ended June 30, 2000.
(d) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form S-18 filed March 7, 1985.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the termination of this offering shall be
deemed to be incorporated by reference into this Registration Statement and to
be a part hereof from the respective dates of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for all purposes
to the extent that a statement contained in this Registration Statement or any
other subsequently filed document that is also incorporated by reference herein
modifies or supersedes such statement. Any such statements so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
II-1
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under the General Corporation Law of the State of Delaware ("DGCL"),
a corporation may include provisions in its certificate of incorporation that
will relieve its directors of monetary liability for breaches of their fiduciary
duty to the corporation, except under certain circumstances, including a breach
of the director's duty of loyalty, acts or omissions of the director not in good
faith or which involve intentional misconduct or a knowing violation of law, the
approval of an improper payment of a dividend or an improper purchase by the
corporation of stock or any transaction from which the director derived an
improper personal benefit. The registrant's Restated Certificate of
Incorporation, as amended, eliminates the personal liability of directors to the
registrant or its stockholders for monetary damages for breach of fiduciary duty
as a director with certain limited exceptions set forth in the DGCL.
Section 145 of the DGCL grants to corporations the power to
indemnify each officer and director against liabilities and expenses incurred by
reason of the fact that he or she is or was an officer or director of the
corporation if he or she acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. 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 the DGCL. Section 145 of the DGCL 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.
ITEM 8. EXHIBITS.
Exhibit
No. Description
------- -----------
4.1 1994 Employees' Incentive Stock Option Plan, as amended
5 Opinion of Wiggin & Dana LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Wiggin & Dana LLP (filed as part of Exhibit 5)
24 Power of Attorney (included on the signature page hereof)
II-2
<PAGE>
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 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.
(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.
(4) 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 Exchange Act 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.
(b) 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 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 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-3
<PAGE>
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 Town of Branford, State of Connecticut, on October 4,
2000.
CAS MEDICAL SYSTEMS, INC.
By: /s/ Louis P. Scheps
---------------------------------
Louis P. Scheps
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 Myron L. Cohen his
true and lawful attorneys-in-fact and agents, each acting alone, with full power
of substitution and resubstitution, for him and in his 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 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.
<TABLE><CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Louis P. Scheps President, Chief Executive October 4, 2000
------------------------- Officer and Director (Principal
Louis P. Scheps Executive, Financial and
Accounting Officer)
II-4
<PAGE>
/s/ Myron L. Cohen Executive Vice President October 4, 2000
------------------------- and Director
Myron L. Cohen, Ph.D.
/s/ Jerome S. Baron Director October 4, 2000
-------------------------
Jerome S. Baron
/s/ Lawrence S. Burstein Director October 4, 2000
-------------------------
Lawrence S. Burstein
/s/ Saul S. Milles Director October 4, 2000
-------------------------
Saul S. Milles
</TABLE>
II-5
