On September 27, 2009, Aspect Medical Systems, Inc., a Delaware corporation ("Aspect" or the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with United States Surgical Corporation ("Parent"), a Delaware corporation and wholly owned, indirect subsidiary of Covidien plc, an Irish company, and Transformer Delaware Corp. ("Merger Sub"), a Delaware corporation and a direct wholly owned subsidiary of Parent. Pursuant to the Merger Agreement, upon the terms and subject to the conditions thereof, Merger Sub commenced a tender offer (the "Offer") on October 8, 2009 to acquire all of the outstanding shares of common stock of the Company at a purchase price of $12.00 per share in cash, without interest, less any applicable withholding and transfer taxes (the "Merger Consideration"), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 8, 2009 (the "Offer to Purchase"), and the related Letter of Transmittal, each as amended or supplemented from time to time.

On November 6, 2009, Covidien plc announced the completion of the Offer. The offering period of the Offer expired at 12:00 midnight, New York City time, at the end of November 5, 2009. According to Computershare Trust Company, N.A., the depositary for the Offer, as of 12:01 a.m., New York City time, on November 6, 2009, a total of 16,195,245 shares of Aspect common stock were validly tendered and not withdrawn in the Offer, which represented approximately 89.58% of all issued and outstanding shares of Aspect common stock. Merger Sub has accepted for payment all shares of Aspect common stock that were validly tendered and not withdrawn during the Offer, and payment for such shares has been or will be made promptly, in accordance with the terms of the Offer. Parent provided sufficient funds to Merger Sub to acquire all of the outstanding shares of Aspect common stock.

On November 6, 2009, pursuant to the terms of the Merger Agreement, Merger Sub exercised its top-up option, provided for in Section 2.6 of the Merger Agreement, to purchase directly from the Company an additional number of shares of Aspect common stock sufficient to give Merger Sub ownership of at least one share more than 90% of the then-outstanding shares of Aspect common stock, when combined with the shares Merger Sub purchased in the Offer and shares owned by the Parent. Pursuant to the exercise of this top-up option, Merger Sub purchased directly from the Company a total of 756,076 newly issued shares of Aspect common stock (the "Top-Up Shares") at a price of $12.00 per share in consideration for a promissory note issued to the Company of $9,072,912. Such Top-Up Shares, combined with the shares purchased in the Offer and the shares owned by the Parent, represented 90% of the outstanding Aspect common stock, which allowed Merger Sub to effect a short-form merger of Merger Sub with and into the Company under Delaware law, without the need for a meeting of the Company's stockholders. The Top-Up Shares were offered and sold to Merger Sub in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933, as amended, as a transaction by an issuer not involving a public offering.

On November 6, 2009, Merger Sub was merged with and into the Company (the "Merger") pursuant to the terms of the Merger Agreement, with the Company surviving as a direct wholly owned subsidiary of Parent.

At the effective time of the Merger, each issued and outstanding share of Aspect common stock (other than shares held in the treasury of the Company, shares held by a subsidiary of the Company and shares owned by the Merger Sub, Parent or any subsidiary of Parent) not tendered pursuant to the Offer was cancelled and converted into the right to (i) receive from the Company the Merger . . .

As a result of the Merger, a change of control of the Company occurred and the Company has become a direct, wholly owned subsidiary of Parent. The disclosure under Item 3.01 is incorporated herein by reference.

(b) Pursuant to the terms of the Merger Agreement, all of the Company's directors prior to the Merger resigned immediately prior to the effective time of the Merger and the directors of Merger Sub immediately prior to the effective time of the Merger became the directors of the Company following the Merger. The new directors of the Company are Kevin G. DaSilva, John W. Kapples and Matthew J. Nicolella. Pursuant to the terms of the Merger Agreement, the executive officers of Merger Sub immediately prior to the effective time of the Merger became the executive officers of the Company following the Merger. The new executive officers of the Company are Richard J. Meelia, Richard G. Brown, Stephen C. Carey, Kevin G. DaSilva, Charles J. Dockendorff, Eric C. Green, John W. Kapples, John H. Masterson, Matthew J. Nicolella, and Lawrence T. Weiss.

In connection with the consummation of the Merger, the Company's certificate of incorporation was amended and restated as set forth in Exhibit A to the Merger Agreement. Also, upon consummation of the Merger, the by-laws of the Company were amended and restated in their entirety to be identical to the by-laws of Merger Sub as in effect immediately prior to the consummation of the Merger, except that the name of the surviving corporation set forth therein is "Aspect Medical Systems, Inc." Copies of the restated certificate of incorporation and by-laws of the Company are filed as Exhibits 3.1 and 3.2 to this report and are incorporated by reference in this Item 5.03.

(d) Exhibits

Exhibit No.                                   Description
3.1                 Amended and Restated Certificate of Incorporation of the
                    Company.

3.2                 Amended and Restated By-Laws of the Company.

4.1                 Supplemental Indenture, dated as of November 6, 2009, to the
                    Indenture, dated as of June 20, 2007, between Aspect Medical
                    Systems, Inc. and U.S. Bank National Association, as trustee.