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): ~~September 21~~April 4, ~~2007~~2008

CRITICARE SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware		39-1501563
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

20925 Crossroads Circle Suite 100 Waukesha, Wisconsin		53186
(Address of principal executive offices)		(Zip Code)

(262) 798-8282

(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~~ Written communications pursuant to Rule 425 under the Securities Act (17 CFR230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 ~~CFR230~~CFR 240.~~425~~14a-12)

o ~~Soliciting~~ ~~material~~Pre-commencement communications pursuant to Rule ~~14a~~14d-122(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(17c) under the Exchange Act (17 CFR 240.~~14a~~13e-124(c))

oSection ~~Pre-commencement~~5 ~~communications~~– ~~pursuant~~Corporate toGovernance ~~Rule~~and ~~14d-2(b) under the~~Management

Item ~~Exchange~~5.01. Changes ~~Act~~in ~~(17~~Control ~~CFR 240~~of Registrant.~~14d-2(b))~~

oAs ~~Pre-commencement~~previously ~~communications~~announced, on February 24, 2008, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Opto Circuits (India) Limited ("Opto Circuits") and Packer Acquisition Corporation, a wholly owned subsidiary of Opto Circuits ("Purchaser"), pursuant to ~~Rule~~which ~~13e-4~~Opto Circuits, through Purchaser, commenced an offer (cthe "Offer") ~~under~~to purchase all of the outstanding shares of the Company's Common Stock, at a purchase price of $5.50 per share in cash, without interest and less any applicable stock transfer taxes and withholding taxes (the "Offer Price").

~~Exchange~~The ~~Act~~Offer ~~(17~~expired ~~CFR~~by ~~240~~its terms and was successfully completed at 5:00 p.~~13e-~~m., New York City time, on April 4, 2008. Upon expiration of the Offer, Purchaser accepted for payment, in accordance with the terms of the Offer, all shares that were validly tendered and not withdrawn prior to the expiration of the Offer. Purchaser advised the Company that, based upon information obtained by Purchaser from the depositary for the Offer, a total of 11,536,382 shares of Common Stock (cincluding 760,112 shares or 6% delivered pursuant to notices of guaranteed delivery)), representing approximately 93% of the outstanding shares of Common Stock, were validly tendered and not withdrawn prior to the expiration of the Offer.

~~Section~~The foregoing description of the Merger Agreement and related transactions does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 –to ~~Financial~~the ~~Information~~Company's Current Report on Form 8-K filed on February 25, 2008 and is incorporated by reference into this Item 5.01 in its entirety.

~~Item~~The 2other information required by Item 5.~~02 Results~~01(a) of Form 8-K is contained in (i) the Company's ~~Operations~~Solicitation/Recommendation Statement on Schedule 14D-9, originally filed on March 7, 2008, as subsequently amended (the "Schedule 14D-9"), and ~~Financial~~(ii) the Tender ~~Condition~~Offer Statement on Schedule TO, originally filed by Purchaser and Opto Circuits on March 7, 2008 (the "Schedule TO"), and such information is incorporated by reference in this Item 5.01 in its entirety.

On September 21, 2007, Criticare Systems, Inc. issued a press release (the "Press Release") announcing a revision to its preliminary net sales for the quarter and year ended June 30, 2007. A copy of the Press Release is attached as Exhibit 99.1 to this report. The attached Exhibit 99.1 is furnished pursuant to Item 2.02 of Form 8-K.

The information in this Form 8-K and the Exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following ~~exhibit~~exhibits isare ~~furnished~~filed herewith:

Exhibit 99.1 – Press Release of Criticare Systems, Inc., issued September 21, 2007.

Exhibit 20.1 – Solicitation/Recommendation Statement on Schedule 14D-9 of Criticare Systems, Inc. (incorporated by reference in its entirety as originally filed with the SEC on March 7, 2008, as amended).

Exhibit 20.2 – Section 14(f) Information Statement of Criticare Systems, Inc. (incorporated by reference in its entirety from Annex I of the Solicitation/Recommendation Statement on Schedule 14D-9 of Criticare Systems, Inc., as originally filed with the SEC on March 7, 2008).

Exhibit 20.3 –Tender Offer Statement on Schedule TO of Packer Acquisition Corporation and Opto Circuits (India) Limited (incorporated by reference in its entirety as originally filed with the SEC on March 7, 2008, as amended).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Criticare Systems, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CRITICARE SYSTEMS, INC.

Date: ~~September 24,~~April ~~2007~~10, 2008

BY /s/ Joel. D. Knudson

~~Joel~~ Joel D. Knudson, Chief Financial Officer

Chief Financial Officer

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