SCHEDULE 13D
Item 1. Security and Issuer.
The name of the issuer is CAS Medical Systems, Inc. (Issuer). This statement on Schedule 13D (this Schedule 13D) relates to shares of
Issuer common stock, par value $0.004 per share (Issuer Common Stock). The principal executive offices of Issuer are located at 44 East Industrial Road, Branford, Connecticut 06405.
Item 2. Identity and Background.
This Schedule 13D
is being filed by Edwards Lifesciences Holding, Inc., a Delaware corporation (Acquiror), and by Edwards Lifesciences Corporation, a Delaware corporation (Edwards). The principal business address of each of Acquiror and
Edwards is One Edwards Way, Irvine, CA 92614.
Edwards is the global leader in patient-focused medical innovations for structural heart disease, as well
as critical care and surgical monitoring. Acquiror is a wholly owned subsidiary of Edwards.
The name, business address, present principal occupation or
employment and citizenship of each director and executive officer of Acquiror, in each case as of the date hereof, are set forth on
Schedule A
hereto and are incorporated herein by reference.
The name, business address, present principal occupation or employment and citizenship of each director and executive officer of Edwards, in each case as of
the date hereof, are set forth on
Schedule B
hereto and are incorporated herein by reference.
During the last five years, neither
Acquiror nor Edwards has, and to the best of their knowledge, none of the persons listed on
Schedules A
or
B
hereto has been, convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a
party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in such person being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other
Consideration.
As more fully described in Item 4 herein, in connection with the execution of the Agreement and Plan of Merger, dated as of
February 11, 2019, by and among Issuer, Acquiror, and Crown Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Acquiror (Merger Sub) (the Merger Agreement), certain stockholders of Issuer each
entered into a voting agreement with Acquiror (collectively, the Voting Agreements) pursuant to which, among other things and subject to the terms and conditions therein, each stockholder agreed to vote all of their shares of Issuer
Common Stock in favor of the adoption of the Merger Agreement and the transactions contemplated thereby, including the Merger, and against any alternative proposal. The shares of Issuer Common Stock to which this Schedule 13D relate have not been
purchased by Acquiror or
CUSIP No. 124769209