Item
1.01 Entry
into a Material Definitive Agreement.
Stock
Purchase Agreement
On May
15, 2005, CAS Medical Systems, Inc. (the “Company”) entered into a Stock
Purchase Agreement with respect to the purchase of 100% of the outstanding
capital stock of Statcorp, Inc. from its stockholders for $4.2 million in cash,
subject to a post-closing working capital adjustment. Additional information
regarding the Stock Purchase Agreement is set forth in Item 2.01 below and such
information is incorporated by reference in this Item 1.01. A copy of the Stock
Purchase Agreement will be attached as an exhibit to an amendment to this Form
8-K to be filed prior to the date of the next Form 10-QSB to be filed by CAS
Medical Systems, Inc.
Loan
Agreement
In order
to finance the acquisition of Statcorp, Inc., the Company entered into a
Commercial Loan and Security Agreement, dated as of May 16, 2005, by and among
the Company, Statcorp, Inc. and NewAlliance Bank. The amount of the loan is
$4,200,000, and is payable in 84 monthly installments beginning on July 1, 2005,
at a fixed interest rate of 6.00%. The loan is secured by an all asset lien of
the Company, including a second mortgage on its Branford, Connecticut facility
and a pledge of the stock of Statcorp, Inc. Statcorp, Inc. has guaranteed the
loan and its guarantee is secured by an all asset lien of its assets. A copy of
the Loan Agreement will be attached as an exhibit to an amendment to this Form
8-K to be filed prior to the date of the next Form 10-QSB to be filed by CAS
Medical Systems, Inc.
Item
2.01. Completion
of Acquisition or Disposition of Assets.
On May
15, 2005, CAS Medical Systems, Inc. completed the purchase of 100% of the
outstanding capital stock of Statcorp, Inc. from its stockholders for $4.2
million in cash, subject to a post-closing working capital adjustment. Statcorp,
based in Jacksonville, Florida, develops, assembles and sells liquid infusion
devices, blood pressure cuffs, and blood transfusion filters for worldwide use
in the medical industry. The purchase was made pursuant to a Stock Purchase
Agreement dated May 15, 2005, a copy of which will be attached as an exhibit to
an amendment to this Form 8-K to be filed prior to the date of the next Form
10-QSB to be filed by CAS Medical Systems, Inc.
The
purchase price is also subject to adjustment based on post-closing revenues of
Statcorp as follows: if, during the 12 month period after the closing date, the
revenues of Statcorp exceed a base figure of $5,975,000, then the purchase price
will be increased in increments up to a maximum of $1,000,000. The increments
range from $100,000 up to $1,000,000 depending on the amount by which actual
revenues exceed the base figure, with the maximum payment being made if the
actual Statcorp revenues for the 12 month period after the closing date exceed
$8,962,500. If, however, the actual Statcorp revenues for the 12 month period
fall short of the base figure of $5,975,000, the purchase price will be reduced
in increments ranging from $175,000 up to a maximum of $700,000.
Other
than with respect to the transaction, there was no material relationship between
the stockholders of Statcorp, Inc. and CAS Medical Systems, Inc. or any of its
affiliates, or any director or officer of CAS Medical Systems, Inc., or any
associate of any such director or officer.
On May
16, 2005, CAS Medical Systems, Inc. issued a press release announcing the
completion of the purchase. A copy of the press release is attached as Exhibit
99.1 hereto.
Item
9.01. Financial Statements
and Exhibits.
(a) Financial
Statements of Businesses Acquired.
The
financial statements and additional information required pursuant to Item
9.01(a) of Form 8-K will be filed within 71 calendar days after the date upon
which this report on Form 8-K must be filed.
(b) Pro
Forma Financial Information.
The pro
forma financial information required pursuant to Item 9.01(b) of Form 8-K will
be filed within 71 calendar days after the date upon which this report on Form
8-K must be filed.
(c) Exhibits.
|
2.1 |
Stock
Purchase Agreement dated May 15, 2005 among the Company, Statcorp, Inc.
and the stockholders of Statcorp, Inc.* |
|
10.1 |
Commercial
Loan and Security Agreement dated May 16, 2005 among the Company,
Statcorp, Inc. and NewAlliance Bank* |
|
99.1 |
Press
release dated May 16, 2005. |
________________________________
* To be
filed by amendment.