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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): JANUARY 17, 2007
CAS MEDICAL SYSTEMS, INC.
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(Exact name of Registrant as specified in its charter)
DELAWARE 0-13839 06-1123096
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
44 EAST INDUSTRIAL ROAD, BRANFORD, CONNECTICUT 06405
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(Address of principal executive offices, including zip code)
(203) 488-6056
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(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)).
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Item 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On January 17, 2007, CAS Medical Systems, Inc. (the "Company") issued the press
release attached hereto as Exhibit 99.1 describing the Company's approximate
annual sales revenue for the fiscal year ended December 31, 2006.
Item 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
(b) Retirement of Louis P. Scheps and Appointment of Andrew E. Kersey
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On January 17, 2007, the Company also announced by way of the press release
attached hereto as Exhibit 99.1, that Louis P. Scheps will retire from his
positions as President and Chief Executive Officer of the Company, effective
April 1, 2007. Mr. Scheps will retain his position as Chairman of the Board of
the Company and will continue to provide strategic guidance to the Company,
acting as advisor and consultant as contemplated by his existing employment
agreement with the Company.
Also on January 17, 2007, the Company further announced by way of the press
release attached hereto as Exhibit 99.1 that Andrew E. Kersey, the Company's
current Chief Operating Officer, will assume the role of President and Chief
Executive Officer upon Mr. Scheps' retirement. Mr. Kersey, age 46, has over 20
years experience in the medical device business and has been with the Company
since 2001. Before becoming Chief Operating Officer in January 2004, Mr. Kersey
was Director of Engineering. Prior to joining the Company, Mr. Kersey held
various engineering management positions at Novametrix Medical Systems, Inc. and
Corometrics Medical Systems, a division of Marquette Medical.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits - The following exhibit is filed (or in the case of the disclosure
provided in Item 2.02, above, furnished) as part of this report:
99.1 Press Release issued by the Company on January 17, 2007
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CAS MEDICAL SYSTEMS, INC.
Date: January 18, 2007 By: /s/ Jeffery A. Baird
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Jeffery A. Baird
Chief Financial Officer
and Principal Accounting Officer