ASPM Aspect Medical Systems (MM)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

(Amendment No. 1)

TENDER OFFER STATEMENT

UNDER SECTION 14(D)(1) OR SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

ASPECT MEDICAL SYSTEMS, INC.

(Name Of Subject Company (Issuer))

UNITED STATES SURGICAL CORPORATION

TRANSFORMER DELAWARE CORP.

(Names of Filing Persons (Offerors))

Common Stock, par value $0.01 per share

(Title of Class of Securities)

045235108

(CUSIP Number of Common Stock)

John H. Masterson

United States Surgical Corporation

c/o Covidien

15 Hampshire Street

Mansfield, MA 02048

Telephone: (508) 261-8242

(Name, address and telephone number of person authorized

to receive notices and communications on behalf of filing persons)

with copies to:

Keith Higgins

Ropes & Gray LLP

One International Place

Boston, Massachusetts 02110

Telephone: (617) 951-7000

CALCULATION OF FILING FEE

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ¨

This Amendment No. 1 to the Tender Offer Statement on Schedule TO (this “ Amendment ”), filed with the Securities and Exchange Commission on October 19, 2009, amends and supplements the Tender Offer Statement on Schedule TO filed on October 8, 2009 (the “ Schedule TO ”) and relates to a tender offer by Transformer Delaware Corp., a Delaware corporation (the “ Purchaser ”) and a wholly owned subsidiary of United States Surgical Corporation, a Delaware corporation (“ Parent ”), to purchase all of the outstanding shares of Common Stock, par value $0.01 per share (the “ Shares” ), of Aspect Medical Systems, Inc., a Delaware corporation (the “ Company ”), at a purchase price of $12.00 per Share, net to the seller in cash, without interest thereon, less any applicable withholding taxes, and subject to the conditions set forth in the Offer to Purchase for Cash dated October 8, 2009 (the “ Offer to Purchase ”) and in the related Letter of Transmittal (the “ Letter of Transmittal ” which, together with the Offer to Purchase, as each may be amended and supplemented from time to time, constitute the “ Offer ”). This Amendment is being filed on behalf of the Purchaser and Parent.

The information set forth in the Offer to Purchase and the Letter of Transmittal, copies of which are filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively, is incorporated by reference in answers to Items 1 through 9 and Item 11 of the Schedule TO, and is supplemented by the information specifically provided herein.

ITEM 11. ADDITIONAL INFORMATION

The Schedule TO is hereby amended and supplemented by adding the following to Section (a)(5) of Item 11:

“On October 13, 2009, a putative class action complaint, Roland A. Cherwek v. Aspect Medical Systems, Inc., et al., Civil Action No. 09-4289, was filed in the Court of Chancery of the State of Delaware. This action purports to be brought on behalf of all public stockholders of Aspect, and names Aspect, its directors, Parent, Purchaser and Covidien plc as defendants. The complaint alleges, among other things, that the Aspect directors named in the action violated their fiduciary duties by, among other things, failing to properly value the net worth of Aspect, failing to maximize stockholder value, failing to engage in a fair sale process and causing materially misleading and incomplete information to be disseminated to Aspect Stockholders. The complaint also alleges that Aspect, Parent, Purchaser and Covidien plc aided and abetted the alleged breaches of fiduciary duties by Aspect’s directors. The complaint seeks, among other relief, an injunction preventing completion of the Merger or, if the Merger is consummated, rescission of the Merger.

On October 14, 2009, a putative class action complaint, Milton Pfeiffer v. Nassib Chamoun, et al., Civil Action No. 09-4377-BLS, was filed in the Massachusetts Superior Court for Suffolk County, Business Litigation Session. This action purports to be brought on behalf of all public stockholders of Aspect, and names Aspect, certain of its directors, Parent and Purchaser as defendants. The complaint alleges, among other things, that the Aspect directors named in the action violated their fiduciary duties by, among other things, failing to maximize stockholder value and failing to disclose material information to the Aspect stockholders. The complaint also alleges that Aspect, Parent and Purchaser aided and abetted the alleged breaches of fiduciary duties by certain of Aspect’s directors. The complaint seeks, among other relief, an injunction preventing completion of the Merger or, if the Merger is consummated, rescission of the Merger.

Covidien plc, Parent and Purchaser view the claims to be without merit and are defending the claims vigorously.”

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

United States Surgical Corporation

Dated: October 16, 2009

By: /s/ MATTHEW J. NICOLELLA                

Name: Matthew J. Nicolella

Title: Vice President and Assistant Secretary

Transformer Delaware Corp.

Dated: October 16, 2009

By: /s/ MATTHEW J. NICOLELLA                

Name: Matthew J. Nicolella

Title: Vice President and Assistant Secretary

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