ASPM Aspect Medical Systems (MM)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

Amendment No. 4

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:   x

This Amendment No. 4 to the Tender Offer Statement on Schedule TO (this “ Amendment ”), filed with the Securities and Exchange Commission on November 6, 2009, amends and supplements the Tender Offer Statement on Schedule TO filed on October 8, 2009 (the “ Schedule TO ”), as amended, 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 and transfer 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.

Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed to them in the Schedule TO or the Offer to Purchase.

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 of this Schedule TO is hereby amended and supplemented by adding the following:

The Offer expired at 12:00 midnight (New York City time) at the end of November 5, 2009. The Depositary for the Offer has advised Parent and the Purchaser that as of 12:00 midnight (New York City time) at the end of November 5, 2009, approximately 16,195,245 Shares had been validly tendered and not withdrawn from the Offer, representing a total of 89.58% of the 18,078,725 outstanding Shares as of 12:00 midnight (New York City time) at the end of November 5, 2009. Additionally, the Depositary has advised Parent and the Purchaser that an additional 297,066 Shares tendered by notice of guaranteed delivery. The Purchaser has accepted for payment all Shares validly tendered in the Offer.

Pursuant to the terms of the Merger Agreement, the Purchaser exercised its option (the “ Top-Up Option ”) to purchase directly from the Company an additional number of Shares sufficient (when combined with the Shares purchased by the Purchaser in the Offer) to give the Purchaser ownership of one Share more than 90% of the outstanding Shares. Pursuant to the exercise of the Top-Up Option, the Purchaser purchased an aggregate of 756,076 Shares.

Following the expiration of the Offer and the exercise of the Top-Up Option, Parent caused the Purchaser and the Company to consummate the Merger. In accordance with the Merger Agreement, the Purchaser was merged with and into the Company, with the Company continuing as the Surviving Corporation and as a wholly owned subsidiary of Parent. At the Effective Time of the Merger, each Share outstanding immediately prior to the Effective Time (other than Shares held in treasury by the Company, Shares owned by Parent or the Purchaser or Shares held by stockholders who properly demand appraisal rights under the DGCL) was converted into the right to receive $12.00 per Share, net to the applicable stockholder in cash, without interest and less any required withholding and transfer taxes, which is the same amount per Share that was paid in the Offer. Following the Merger, the Shares will no longer be listed on the Nasdaq Global Market.

On November 6, 2009, Covidien plc, the parent company of the Parent and Purchaser, issued a press release announcing the results of the Offer and a press release announcing the completion of the Merger. The full text of each press release is attached hereto as Exhibit (a)(5)(C) and Exhibit (a)(5)(D), respectively, and is incorporated herein by reference.

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.

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