Attached files
| file | filename |
|---|---|
| EX-10.4 - SECURITY AGREEMENT DATED AS OF MARCH 11, 2010 - CAS MEDICAL SYSTEMS INC | exh10-4_16763.htm |
| EX-10.2 - SECURITY AGREEMENT - CAS MEDICAL SYSTEMS INC | exh10-2_16763.htm |
| EX-10.5 - MODIFICATION AND REAFFIRMATION - CAS MEDICAL SYSTEMS INC | exh10-5_16763.htm |
| EX-10.1 - THIRD MODIFICATION AGREEMENT - CAS MEDICAL SYSTEMS INC | exh10-1_16763.htm |
| EX-10.3 - GUARANTY DATED AS OF MARCH 11, 2010 - CAS MEDICAL SYSTEMS INC | exh10-3_16763.htm |
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): March 11, 2010
CAS
MEDICAL SYSTEMS, INC.
(Exact
name of Registrant as specified in its charter)
|
Delaware
(State
or other jurisdiction
of
incorporation)
|
0-13839
(Commission
File Number)
|
06-1123096
(I.R.S.
Employer
Identification
No.)
|
|
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)
|
||
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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
2.03.
|
CREATION
OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE
SHEET ARRANGEMENT OF A
REGISTRANT
|
On March
11, 2010, CAS Medical Systems, Inc. (the “Company”) amended its existing line of
credit with NewAlliance Bank (the “Bank”) pursuant to a Third Modification
Agreement (the “Third Modification”). The Third Modification amends
the Company’s Commercial Loan Agreement dated February 11, 2008 (the “Loan
Agreement”) and related Commercial Revolving Promissory Note (the “Note”), each
as previously amended by a Debt Modification Agreement from the Company dated
December 31, 2008 (the “First Modification”) and a Second Modification Agreement
by and between the Company and the Bank dated April 3, 2009 (the “Second
Modification”).
The Third
Modification extends the maturity date of the Note from July 1, 2010 to April 1,
2011. The Third Modification also increases the interest rate for
amounts outstanding under the Loan Agreement from (i) the Bank’s Base Rate (as
defined in the Second Modification) plus 1.0%, with a minimum interest rate of
4.0% per annum to (ii) the Bank’s Base Rate (as defined in the Third
Modification) plus 2.0%, with a minimum interest rate of 5.0% per
annum. Additionally, the Third Modification amends the existing debt
service coverage ratio covenant from 1.5 to 1.0 to 1.25 to 1.0, tested beginning
March 31, 2010 and quarterly thereafter, measured on a year-to-date
basis. In connection with the Third Modification, the Bank waived the
testing of the debt service coverage ratio as of December 31, 2009.
As a
condition of the Third Modification, the Company granted the Bank a security
interest in the Company’s United States trademarks and patents and applications
therefor pursuant to a Trademarks and Letters Patent Security Agreement dated as
of March 11, 2010 (the “Trademarks Agreement”). In connection with
the Third Modification, on March 11, 2010 the Company’s wholly-owned subsidiary
Statcorp, Inc. (“Statcorp”) executed a Guaranty in favor of the Bank (the
“Guaranty”) guaranteeing the obligations of the Company to the Bank under the
Loan Agreement and a Security Agreement (the “Statcorp Security Agreement”)
granting the Bank a first priority lien on all business assets of
Statcorp.
On March
11, 2010, the Company also amended its existing term note with the Bank pursuant
to a Modification and Reaffirmation of Commercial Loan and Security Agreement
(the “Term Note Modification”). The Term Note Modification amends the
existing debt service coverage ratio covenant to conform it to the Third
Modification debt service coverage ratio covenant.
The
foregoing description does not purport to be complete and is qualified in its
entirety by reference to the Third Modification, the Trademarks Agreement, the
Guaranty, the Statcorp Security Agreement and the Term Note Modification, copies
of which are filed as Exhibits 10.1 through 10.5 hereto and incorporated herein
by reference.
|
Item
9.01.
|
FINANCIAL
STATEMENTS AND EXHIBITS
|
(d) Exhibits – The following
exhibits are filed as part of this report:
|
10.1
|
Third
Modification Agreement dated as of March 11, 2010 by and between CAS
Medical Systems, Inc. and NewAlliance
Bank
|
|
10.2
|
Trademarks
and Letters Patent Security Agreement dated as of March 11, 2010 by and
between CAS Medical Systems, Inc. and NewAlliance
Bank
|
|
10.3
|
Guaranty
dated as of March 11, 2010 from Statcorp, Inc. to NewAlliance
Bank
|
|
10.4
|
Security
Agreement dated as of March 11, 2010 by and between Statcorp, Inc. and
NewAlliance Bank
|
|
10.5
|
Modification
and Reaffirmation of Commercial Loan and Security Agreement dated as of
March 11, 2010 by and among NewAlliance Bank, CAS Medical Systems, Inc.
and Statcorp, Inc.
|
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: March
17, 2010
|
By:
|
/s/ Jeffery A. Baird | |
|
Jeffery
A. Baird
|
|||
|
Chief
Financial Officer
|
|||