Unassociated Document
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): April 19, 2010
CAS
MEDICAL SYSTEMS, INC.
(Exact
name of Registrant as specified in its charter)
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Delaware
(State
or other jurisdiction
of
incorporation)
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0-13839
(Commission
File Number)
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06-1123096
(I.R.S.
Employer
Identification
No.)
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44
East Industrial Road, Branford, Connecticut 06405
(Address
of principal executive offices, including zip code)
(203)
488-6056
(Registrant's
telephone number, including area
code)
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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))
Item
4.01. CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT
On April
19, 2010 UHY LLP (“UHY”), the independent registered public accounting firm for
CAS Medical Systems, Inc., informed us that effective April 16, 2010, its New
England practice was acquired by Marcum LLP. UHY also informed us
that, as a result of this transaction, it declines reappointment as our
independent registered public accounting firm for the fiscal year ending
December 31, 2010.
UHY
audited our financial statements for the fiscal years ended December 31, 2009
and 2008. The audit reports of UHY on our financial statements for those years
did not contain an adverse opinion, or a disclaimer of opinion, or qualification
or modification as to any uncertainty, audit scope, or accounting
principles.
During
the fiscal years ended December 31, 2009 and 2008 and subsequently to April 19,
2010, there were no disagreements with UHY on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure that, if not resolved to UHY’s satisfaction, would have caused UHY to
make reference to the subject matter of the disagreement in connection with its
audit reports nor were there any “reportable events” (as that term is described
in Item 304(a)(1)(v) of Regulation S-K).
UHY has
issued a letter dated April 21, 2010 addressed to the Securities and Exchange
Commission stating that UHY agrees with the above statements. That letter is
included as Exhibit 16.1 to this report.
Appointment of New
Independent Registered Public Accounting Firm
Our audit
committee appointed J.H. Cohn LLP as the successor independent registered public
accounting firm effective April 21, 2010. Prior to such appointment, we had not
consulted with J.H. Cohn LLP with respect to: 1) the application of accounting
principles to a specified transaction, either completed or proposed; 2) the type
of audit opinion that might be rendered on our financial statements; or 3) any
matter that was either the subject of a disagreement (as defined in Item
304(a)(1)(iv) of Regulation S-K) or a reportable event (as described in Item
304(a)(1)(v) of Regulation S-K). The audit committee made its
determination based in part on maintaining continuity of service due to the
current UHY lead account partner joining J.H. Cohn LLP.
Item
9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits – The following
exhibit is filed as part of this report:
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16.1
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Letter
from UHY LLP dated April 21, 2010 addressed to the Securities and Exchange
Commission
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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.
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CAS
MEDICAL SYSTEMS, INC.
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By:
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/s/ Jeffery
A. Baird |
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Jeffery
A. Baird
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Chief
Financial Officer
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