UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. 1)
Filed by the Registrant ( )
Filed by a Party other than the Registrant (X)
Check the appropriate box:
( ) Preliminary Proxy Statement ( ) Confidential for Use of the
Commission Only (as
(x) Definitive Proxy Statement permitted by Rule 14a-6(e)(2))
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to (Section)240.14a-11(c) or
(Section)240.14a-12
_____________________________________________________________________________
(Name of Registrant as Specified In Its Charter)
_______________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
( ) $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or item 22(a)(2) of Schedule 14A.
( ) $500 per each party to the contoversy pursuant to Exchange Act
Rule 14a-6(i)(3).
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
_____________________________________________________________________________
2) Aggregate number of securities to which transaction applies:
_____________________________________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
_____________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
_____________________________________________________________________________
5) Total fee paid:
_____________________________________________________________________________
DEFINITIVE PROXY STATEMENT
13D SHAREHOLDERS GROUP
John C. Allen, Sr. Donn Gifford
Lillian I. Allen Linda Gifford
Roland R. Batson Ginette Gladu
Richard Boulet Robert R. Gladu
Joan P. Cote Andrew Gross
Paul A. Cote Dana Gross
Normand F. Doyon John F. Gross
Pauline G. Doyon Susan T. Gross
Sandra Dunham Diane James
Thomas B. Dunham Richard James
Adrienne R. Emmi William Lagerson
Anthony N. Emmi Pierre Levesque
Armen Ghugasian Edgar Morin
Takuhe Ghugasian John Orestis
Vartan Ghugasian Raymond E. Robichaud
DEFINITIVE PROXY STATEMENT
13D Shareholders Group
Regarding
NOVAMETRIX MEDICAL SYSTEMS, INC.
The enclosed proxy is solicited by the 13D Shareholders Group (names
listed above) of Novametrix Medical Systems, Inc. for use in voting at the
annual meeting regarding the matters described in this proxy statement and
in the accompanying materials.
Date, Time and Place of Annual Meeting
(a) Date of annual meeting of shareholders of Novametrix
Medical Systems, Inc. ("Novametrix") is October 9, 1996
at 10:30 a.m. However, management has informed us that
the meeting date may change.
Place of annual meeting: To the best of the knowledge
of the 13D Shareholders Group, the meeting will be held
at the same location as last year's annual meeting, at
the Yankee Silversmith Inn, 1033 North Colony Road,
Wallingford, Connecticut.
Mailing address of executive officers:
One Barnes Industrial Park Road
Wallingford, Connecticut 06492
(b) This proxy statement will be first given to security
holders on or after August 15, 1996.
TO BE GIVEN TO STOCKHOLDERS ON OR AFTER AUGUST 15, 1996
<PAGE>
Voting and Revocability of Proxy
When proxies are properly dated, executed and returned, the
shares they represent will be voted at the annual meeting in
accordance with your instructions as stockholders. If no
specific instructions are given, the shares will be voted
FOR the election of the nominees for directors set forth
herein and FOR ratification of the proposal set forth
herein. Any proxy given by any stockholder may be revoked
by the stockholder prior to its exercise by voting in person
at the annual meeting, by giving written notice to the
Secretary of Novametrix prior to the annual meeting or by
giving a later dated proxy.
Persons Making the Solicitation and Interest of Certain Persons
in Matters to be Acted Upon
(a) Solicitation is made by 13D Shareholders Group
consisting of the persons identified and described in
Attachment A. Solicitation will be made by personal
meetings or telephone conversations, by members of the
13D Shareholders Group, and mailings that will include
the proxy statement, proxy and the letter accompanying
this proxy statement.
(b) No employees of Novametrix or any member of the 13D
Shareholders Group will be used to solicit security
holders.
(c) No specially engaged employees, representatives or
other persons will be used to solicit proxies except
Garrand & Co., Inc., (207) 795-6278.
(d) Estimated expenses of the 13D Shareholders Group of
this solicitation are $20,000; approximately $8,000 of
expenses have been incurred to date.
(e) The cost of the solicitation has been borne initially
by the members of the 13D Shareholders Group described
in Attachment A. Reimbursement will be sought from the
registrant, Novametrix, if the solicitation is
successful.
Voting Securities And Principal Holders Thereof
(a) Number of common shares entitled to vote: As of July
1, 1995, based upon the proxy statement of Novametrix
dated August 15, 1995, there were approximately
6,260,000 shares entitled to vote.
(b) It is unknown to the 13D Shareholders Group the record
date, because that is established by management of
Novametrix, which has yet to do so.
(c) There are no cumulative voting rights.
(d) (i) Security Ownership of Certain Beneficial Owners
The stockholders (including any "group," as that
term is used in Section 13(d)(3) of the Securities
Exchange Act of 1934) who, to the knowledge of the 13D
Shareholders Group, owned beneficially more than five
percent of any class of the outstanding voting
securities of the Company as of July 1, 1995, and their
respective shareholdings as of such date (according to
information furnished by them to the Company), are set
forth in the following table. Except as indicated in
the footnotes to the table, all of such shares are
owned with sole voting and investment power.<F1>
<F1>For all information other than the Schedule 13D Shareholders Group, the
information is derived solely from the Proxy Statement dated August 15,
1995 of Novametrix.
<PAGE>
Title of Shares Percent
Name and Address Class Beneficially Owned of Class
Auric Partners Ltd. Common 765,166 (1)(2) 11.7%
7575 East Fulton Road Series B
Ada, Michigan 49355 Preferred 60,000 (2) 60.0%
First Fidelity Incorporated Common 716,182 (3)(4) 10.9%
55 Broad Street Series B
Newark, New Jersey 07102 Preferred 40,000 (4) 40.0%
William W. Nicholson Common 418,222 (2) 7.1%
7575 East Fulton Road
Ada, Michigan 49355
William J. Lacourciere Common 406,638 (5) 6.6%
One Barnes Industrial Park Rd
Wallingford, Connecticut 06492
13D Shareholders Group Common 903,155 (6) 14.7%
(1) Includes 666,666 shares issuable upon the conversion of 60,000
shares of Series B Preferred Stock.
(2) Information as to the holdings of Auric Partners Ltd., a Michigan
limited partnership ("Auric"), and Mr. Nicholson is based upon a
report on Schedule 13D filed by such persons with the Securities
and Exchange Commission (the "Commission") and information
provided to the Company by Auric. Such report indicates that
Amway Corp., a Michigan corporation ("Amway"), is the general
partner of Auric and that Mr. Nicholson is a limited partner of
Auric and an officer of Amway. Each of Amway and Mr. Nicholson
disclaims beneficial ownership of the shares held by Auric. Each
of Auric and Amway disclaims beneficial ownership of the shares
held by Mr. Nicholson. Each of Auric, Amway and Mr. Nicholson also
disclaims beneficial ownership of the shares held by First Fidelity.
(3) Consists of (i) 444,444 shares issuable upon the conversation of
40,000 shares of Series B Preferred Stock and (ii) 271,738 shares
issuable upon the exercise of currently exercisable warrants held
by First Fidelity Incorporated ("First Fidelity"), a wholly owned
subsidiary of First Fidelity Bancorporation, which warrants will
expire on May 23, 2000. The Series B Preferred Stock and warrants
were formerly held by First Fidelity Bank, Connecticut ("FFB-CT"),
formerly known as Union Trust Company prior to its acquisition by
First Fidelity Bancorporation.
(4) Information as to the holdings of First Fidelity is based upon a
report on Schedule 13D filed with the Commission by FFB-CT and
Northeast Bancorp, Inc., its parent corporation prior to the
acquisition of FFB-CT by First Fidelity Bancorporation. First
Fidelity Bancorporation may be deemed to be the indirect
beneficial owner of the shares held by First Fidelity by virtue of
its ownership of all of the stock of First Fidelity. Each of
First Fidelity and First Fidelity Bancorporation disclaims
beneficial ownership of the shares held by each of Auric and Mr.
Nicholson.
(5) Includes (i) 304,078 shares issuable upon the exercise of
currently exercisable warrants held by Mr. Lacourciere, the
Chairman of the Board, President and Chief Executive Officer and a
director of the Company, which warrants will expire on December
28, 1999, (ii) 5,035 shares held for the account of Mr.
Lacourciere under the Employee Stock Ownership Plan of the Company
(the "ESOP"), (iii) 1,000 shares issuable upon the exercise of
Class A warrants, and 1,000 shares issuable upon the exercise of
Class B warrants held by Mr. Lacourciere, which warrants are
currently exercisable and will expire on December 8, 1997 and
December 8, 1999, respectively, and (iv) 10,000 shares issuable
upon the exercise of currently exercisable options held by Mr.
Lacourciere. Does not include 38,889 shares held by the ESOP with
respect to which Mr. Lacourciere, as co-trustee, has shared voting
and investment power.
(6) Includes 218,550 shares issuable upon the exercise of currently
exercisable warrants.
(ii) Security Ownership of Management
The following table sets forth, as of July 1,
1995, the number of shares of the outstanding voting
securities of the Company beneficially owned by each
of the Company's directors and nominees for
director, each executive officer named in the
Summary Compensation Table of the Novametrix proxy
statement dated August 15, 1995, and all directors
and executive officers as a group, according to
information furnished by such persons to Novametrix.<F2>
<F2>This information is derived solely from the Proxy Statement dated
August 15, 1995 of Novametrix.
<PAGE>
Title of Shares Percent
Name and Address Class Beneficially Owned of Class
Thomas M. Haythe Common 113,540 (1) 1.9%
Director of the Company
William J. Lacourciere Common 406,638 (2) 6.6%
Chairman of the Board,
President and Chief
Executive Officer of the
Company and Director of
the Company
Michael J. Needham Common 25,588 (3) *
Director of the Company
Photios T. Paulson Common 13,000 (4) *
Director of the Company
Steven J. Shulman -- -- --
Director of the Company
Joseph A. Vincent Common 53,811 (5) *
Vice President Finance,
Chief Financial Officer,
Treasurer and Secretary
of the Company and
Director of the Company
All directors and executive Common 646,637 (1) (2) 10.2%
officers as a group (3) (4)
(seven persons) (5) (6)
* Less than one percent.
(1) Includes (i) 14,844 shares issuable upon the exercise of
currently exercisable warrants held by Mr. Haythe, which
warrant will expire on December 31, 1997, (ii) 10,744
shares issuable upon the exercise of currently exercisable
warrants held by Mr. Haythe, which warrants will expire on
March 10, 1999, (iii) 10,878 shares issuable upon the exercise
of currently exercisable warrants held by Mr. Haythe, which
warrants will expire on April 11, 2000, (iv) 15,995 shares
issuable upon the exercise of currently exercisable warrants
held by Mr. Haythe, which warrants will expire on November
30, 2000 and (v) 7,234 shares issuable upon the exercise
of currently exercisable warrants held by Mr. Haythe, which
warrants will expire on November 30, 2000. Does not include
38,889 shares held by the ESOP, with respect to which Mr.
Haythe, as co-trustee, has shared voting and investment power.
(2) Includes (i) 304,078 shares issuable upon the exercise of
currently exercisable warrants held by Mr. Lacourciere,
which warrants will expire on December 28, 1999, (ii)
5,035 shares held for the account of Mr. Lacourciere
under the ESOP, (iii) 1,000 shares issuable upon the
exercise of Class A warrants and 1,000 shares issuable
upon the exercise of Class B warrants held by Mr.
Lacourciere, which warrants are currently exercisable and
will expire on December 8, 1997 and December 8, 1999,
respectively, and (iv) 10,000 shares issuable upon the
exercise of currently exercisable stock options held by
Mr. Lacourciere. Does not include 38,889 shares held by
the ESOP with respect to which Mr. Lacourciere, as co-trustee,
has shared voting and investment power.
(3) Includes (i) 14,844 shares issuable upon the exercise of
currently exercisable warrants held by Mr. Needham, which
warrants will expire on December 31, 1997, and (ii) 10,744
shares issuable upon the exercise of currently exercisable
warrants held by Mr. Needham, which warrants will expire
on March 10, 1999.
(4) Includes 10,000 shares issuable upon the exercise of currently
exercisable warrants held by Mr. Paulson, which warrants will
expire on November 30, 2002.
(5) Includes (i) 2,519 shares held for the account of Mr.
Vincent under the ESOP, (ii) 200 shares issuable upon the
exercise of Class A warrants and 200 shares issuable upon
the exercise of Class B warrants held by Mr. Vincent,
which warrants are currently exercisable and will expire
on December 8, 1997 and December 8, 1999, respectively,
and (iii) 48,334 shares issuable upon the exercise of
currently exercisable stock options held by Mr. Vincent.
Does not include 38,889 shares held by the ESOP with
respect to which Mr. Vincent, as co-trustee, has shared
voting and investment power.
(6) Includes (i) 985 shares held for the account of Leslie E.
Mace, Vice President Engineering of the Company, under
the ESOP, (ii) 24,535 shares issuable upon the exercise
of currently exercisable warrants held by Mr. Mace, which
warrants will expire on March 22, 2000, and (iii) 5,333
shares issuable upon the exercise of currently
exercisable stock options held by Mr. Mace.
(e) To the best of the knowledge of the 13D Shareholders Group,
there have been no changes in control of Novametrix since
the beginning of the last fiscal year.
<PAGE>
Nominees for Election of Directors
Dr. Vartan Ghugasian
Dr. Ghugasian is 51 years old. Dr. Ghugasian has been a
practicing dentist in Massachusetts since 1972. Dr.
Ghugasian has enjoyed a number of academic appointments.
These include a position as an Associate in Prosthetic
Dentistry, Harvard School of Dental Medicine, which he held
from 1980 until 1993. Dr. Ghugasian is a director of the
Karagheusian Commemorative Corporation of New York City.
Dr. Ghugasian is a member of the 13D Shareholders Group and
owns 13,500 shares of the common stock of the Corporation as
well as 44,000 shares with Takuhe Ghugasian. As a member of
the Shareholders Group, he supports adoption of the
shareholder proposal described in the following pages. Dr.
Ghugasian has had no business relationship with Novametrix
and has no family or business relationship with any existing
directors or management.
Paul A. Cote, Esq.
Paul Cote is 66 years old. Mr. Cote has been a practicing
lawyer in Maine since 1955 and is the President and Director
of his law firm, Cote, Cote & Hamann. Mr. Cote is a member
of the bar of several courts in the United States, including
the U.S. Supreme Court. Mr. Cote is a former judge. Mr.
Cote is a graduate of Boston University Law School. Mr.
Cote was a member of the Board of Directors of Secor Federal
Savings & Loan, Birmingham, Alabama, in 1992 and 1993, a
bank with assets of $2 billion and which was listed on
NASDAQ. Mr. Cote was also a member of the following
Boards: Advisory Boards of Fleet Bank (1990-1992);
Northeast Bankshares Association (later became Norstar and
then Fleet) (1975-1989); and Auburn-Lewiston United Way
(later to become Auburn-Lewiston United Fund) (1957-1967).
Mr. Cote, individually and with his wife Joan, owns 71,120
shares of the Corporation and 51,680 warrants, which
accounts for 2.0% of the Corporation. Mr. Cote is a member
of the 13D Shareholders Group and advocates the acceptance
of the shareholder proposal described in the following
pages. Mr. Cote has had no business relationship with
Novametrix and has no family or business relationship with
any existing directors or management.
Compensation Of Directors And Executive Officers
Novametrix has not provided any compensation to any nominees
of the Paul Cote Schedule 13D Shareholders Group.
<PAGE>
Other Matters To Be Acted Upon
The 13D Shareholders Group will submit for vote at the
annual meeting the shareholders proposal listed below. The
13D Shareholders Group seeks your proxy to vote in favor of
the proposal. The supporting statement for the proposal is
described below.
Proposal
The Shareholders urge the Board of Directors of the Company
to take steps necessary to initiate a program the objective
of which is to maximize shareholder values. Such program
should require, as a first step, that the directors engage
the services of a qualified investment banker to evaluate
whether the current market quotations accurately reflect the
true value of the company and to propose a course of action
based upon its findings. If the proposal is approved by the
shareholders and acted upon by the directors, the directors
should report the status of the program in the next
quarterly report to shareholders or by an equivalent timely
communication.
Statement in Support of Proposal
Although the company's normal business activities appear to
be conducted efficiently from the standpoint of operations,
there does not appear to be any direct management concern
with respect to maximizing the investment value of the
company's shareholders. The company's stock market price
has gyrated widely over the past few years and it is clear
that market quotations cannot be relied upon as a true
indicator of shareholder values. It would appear that a
more accurate appraisal of the company's strengths,
weaknesses and potential by a qualified investment banking
house would provide invaluable information both to the
management and the company's shareholders in planning the
company's future course and direction. Although the company
clearly knows its competition, a study such as requested
would sharply delineate the company's relative value
position in the medical instrument field as a whole. Such
information would provide management and the shareholders
with a much broader and, strategically, more valuable
planning tool, than simple price and product comparisons of
its competition. The ultimate value of the company and its
true position in the market place has never been clearly
studied. The stock market is obviously an imperfect guide
and a study such as requested would fill this void.
<TABLE>
<CAPTION>
EXHIBIT A
<C>
<S> <C> <C> (iv)
(i) (ii) (iii) Principal
Name Business Address SS# Occupation
Paul A. Cote Cote, Cote & Hamann ###-##-#### Lawyer
54 Pine Street
P.O. Box 7206
Lewiston, ME 04243-7206
Joan P. Cote None ###-##-#### Homemaker
Takuhe Ghugasian None ###-##-#### Homemaker
Vartan Ghugasian, Vartan Ghugasian, D.M.D. ###-##-#### Dentist
D.M.D. The Colonial Building
100 Boylston Street
Suite 806
Boston, MA 02116
John Orestis North Country Associates ###-##-#### Health Care
Nursing Homes Provider
179 Lisbon Street
Lewiston, ME 04240
Thomas B. Dunham The Dunham Group ###-##-#### Real Estate
One Portland Square Broker
Portland, ME 04101
Sandra Dunham None ###-##-#### Homemaker
Armen Ghugasian 25 Fairfield Street ###-##-#### Photographer
Watertown, MA 02172
Richard Boulet None ###-##-#### Retired
John F. Gross Winthrop Veterinary ###-##-#### Veterinarian
Hospital, P.A.
RFD #2, Box 5720,
Rt. 202
Winthrop, ME 04364
Susan T. Gross Winthrop High School ###-##-#### Educator
Winthrop, ME 04364
Dana Gross None ###-##-#### Student
Andrew Gross None ###-##-#### Student
Lillian I. Allen Cormier Textiles ###-##-#### Customer
River Street Service
Sanford, ME 04073 Computer Input
John C. Allen Salem Five Mortgage ###-##-#### Loan
Corp. Originator
P.O. Box 840
Salem, MA 01970
Roland R. Batson 10 Swan Road ###-##-#### Developer
Standish, ME 04084
Adrienne R. Emmi None ###-##-#### Retired
Anthony N. Emmi None ###-##-#### Retired
Donn Gifford Wadleigh's, Inc. ###-##-#### Business/Owner
21 Water Street Operator
Hallowell, ME 04347
Linda Gifford Central Maine Title ###-##-#### Lawyer
Company
Linda Gifford Law Office
78 Winthrop Street
Augusta, ME 04330-5506
Robert R. Gladu P.O. Box 1037 ###-##-#### Investor
Lewiston, ME 04243
Ginette Gladu None ###-##-#### Homemaker
Edgar Morin RR 1, Box 2915 ###-##-#### Lunch Truck
Sanford, ME 04073 Operator
Raymond E. Lafayette Social Club ###-##-#### Manager/
Robichaud 28 Winter Street Bartender
Sanford, ME 04073
Normand F. Doyon P.O. Box 1777 ###-##-#### Self-
Lewiston, ME 04241 employed
Pauline G. Doyon None ###-##-#### Homemaker
Richard James 77 Charleston Square ###-##-#### Chiropractor
St. Charles, MO 63304 Self-employed
Diane James 1049 East Terra Lane ###-##-#### Travel Agent
Ofallon, MO 63366
William H. 40 Westminster Street ###-##-#### Business
Lagerson Lewiston, ME 04240 Owner
Pierre Levesque None ###-##-#### Self-employed
<PAGE>
(vii)
Number of
(vi) Shares Owned
Has the participant Beneficial
(v) ever been convicted of (of which
(i) Name of Employer, Principal a criminal offense ___ consist
Name Business, Address in last 10 years of warrants)
Paul A. Cote Cote, Cote & Hamann No 129,000
Law firm (58,800)
54 Pine Street (w/Joan
P.O. Box 7206 P. Cote)
Lewiston, ME 04243-7206
Joan P. Cote None No See Paul A.
Cote
Takuhe Ghugasian None No 44,000
(4,000)
w/Vartan
Ghugasian
Vartan Ghugasian, Vartan Ghugasian, D.M.D. No 13,500 and
Dentist Office see Takuhe
The Colonial Building Ghugasian
100 Boylston Street
Suite 806
Boston, MA 02116
John Orestis North Country Associates No 143,960
Nursing Homes (69,460)
179 Lisbon Street
Lewiston, ME 04240
Thomas B. Dunham The Dunham Group No 5,370 (280)
One Portland Square
Portland, ME 04101
Sandra Dunham None No 74,100
(20,080)
Armen Ghugasian Self-employed No 6,000
25 Fairfield Street (1,000)
Watertown, MA 02172
Richard Boulet None No 128,750 (0)
John F. Gross Winthrop Veterinary No 79,790 (1,900)
Hospital, P.A. and 23,445
RFD #2, Box 5720, (2,500)
Rt. 202 (w/Susan
Winthrop, ME 04364 Gross)
Susan T. Gross Winthrop High School No 15,315 (0)
School and (see John
Winthrop, ME 04364 Gross)
Dana Gross None No 2,950 (0)
Andrew Gross None No 3,680 (0)
Lillian I. Allen Cormier Textiles No 5,230
River Street (850)
Sanford, ME 04073
John C. Allen Salem Five Mortgage Corp. No 7,100 (830)
Bank
P.O. Box 840
Salem, MA 01970
Roland R. Batson Self-employed No 59,000
10 Swan Road (24,000)
Standish, ME 04084
Adrienne R. Emmi None No 21,000 (0)
(w/Anthony
Emmi)
Anthony N. Emmi None No See Adrienne
Emmi
Donn Gifford Wadleigh's, Inc. No 21,000 (5,000)
Petroleum Products (w/ Linda
21 Water Street Gifford)
Hallowell, ME 04347
Linda Gifford Central Maine Title No See Donn
Company Gifford
Linda Gifford Law Office
Law Firm
78 Winthrop Street
Augusta, ME 04330-5506
Robert R. Gladu Investment No 20,000 (0)
P.O. Box 1037 (w/Ginette
Lewiston, ME 04243 Gladu)
Ginette Gladu None No See Robert
Gladu
Edgar Morin Self-employed No 1,300 (400)
RR 1, Box 2915
Sanford, ME 04073
Raymond E. Lafayette Social Club No 10,900
Robichaud 28 Winter Street (8,000)
Sanford, ME 04073
Normand F. Doyon Self-employed No 11,500 (0)
P.O. Box 1777 (w/Pauline
Lewiston, ME 04241 Doyon
Pauline G. Doyon None No See Normand
F. Doyon
Richard James Self-employed No 56,300
77 Charleston Square (25,850)
St. Charles, MO 63304
Diane James Getaway Tours & Travel No 5,500 (4,000)
Travel Agency
1049 East Terra Lane
Ofallon, MO 63366
William H. Paragon Glass No 80,000
Lagerson 40 Westminster Street
Lewiston, ME 04240
Pierre Levesque Self-employed No 24,125
10 Eastern Avenue (2,200)
Center Conway, NH 03815
<PAGE>
(viii)
Common Stock, Warrants or (ix)
Units (2 Shares of Common Any Shares Per (viii)
Stock, 1 Class A Warrant, purchased through
(i) Sold (S) or Purchased (P) loans, amount of loan,
Name During the Last 2 years creditor and date
Paul A. Cote 2275 (units)-7/8/94(P) 29,585 (Warrants) (17,085
5000 (common) - 7/8/94 (S) Class A and 12,500 Class
785 (units) - 7/11/94 (P) B)-$51,000-Peoples
1735 (common) - 7/11/94 (S) Heritage Bank-1/5/95
1110 (units) - 8/19/94 (P)
1980 (common) - 8/25/94 (S) 13,150 (Warrants) (5,950
340 (common) - 8/29/94 (S) Class A and 7,200 Class
2275 (common) - 8/31/94 (S) B)-$30,0009.06-Peoples
560 (common) - 9/2/94 (S) Heritage Bank-5/3/95
1035 (units) - 9/2/94 (P)
215 (units) - 9/16/94 (P)
4000 (Class B Warrants)-12/9/94 (P)
3500 (Class B Warrants)-12/9/94 (P)
5460 (Class A Warrants)-12/12/94 (P)
11625 (Class A Warrants)-12/15/94 (P)
5000 (Class B Warrants)-12/15/94 (P)
15000 (Class A Warrants)-12/19/94 (P)
380 (common) - 4/12/95 (P)
380 (common) - 4/12/95 (P)
3750 (Class A Warrants)-5/5/95 (P)
1000 (Class B Warrants)-5/9/95 (P)
2200 (Class A Warrants)-5/11/95 (P)
5000 (Class B Warrants)-5/11/95 (P)
1200 (Class B Warrants)-6/20/95 (P)
5000 (Class A Warrants)-12/7/95 (S)
5000 (Class A Warrants)-12/7/95 (S)
7500 (Class A Warrants)-12/7/95 (S)
5000 (common)-12/12/95 (P)
4200 (common)-1/2/96 (S)
3000 (common)-1/3/96 (S)
15000 (common)-1/3/96 (S)
1000 (Class B Warrants)-1/8/96 (P)
2500 (Class B Warrants)-1/16/96 (P)
8000 (common)-1/18/96 (P)
7500 (common)-1/18/96 (P)
2500 (common)-1/18/96 (P)
1040 (Class B Warrants)-1/25/96 (P)
465 (Class B Warrants)-1/25/96 (P)
2000 (common)-5/28/96 (S)
2450 (common)-4/11/96 (S)
4100 (Class B Warrants)-6/12/96 (P)
4100 (Class B Warrants)-6/12/96 (S)
735 (Class B Warrants)-6/28/96 (S)
4465 (Class B Warrants)-6/28/96 (S)
Joan P. Cote See Paul A. Cote
<PAGE>
Takuhe
Ghugasian 1000 (common)-11/15/94 (P) None
2000 (common)-12/5/94 (P)
1000 (Class A Warrants)-12/5/94 (P)
1000 (Class B Warrants)-12/5/94 (P)
2000 (common)-12/27/94 (P)
2000 (Class A Warrants)-1/4/95 (P)
Vartan
Ghugasian, See Takuhe Ghugasian
John Orestis 2500 (common)-2/1/96 (P) None
12000 (common)-2/9/96 (P)
Thomas B.
Dunham
Sandra
Dunham 150 (units)-9/6/94 (P) 1000 (units)-$6,380-Livada
1000 (units)-9/8/94 (P) Margin Account-9/8/94
500 (common)-3/1/95 (P) 2500 (units)-$12,645-Fidelity
2000 (units)-3/20/95 (P) Margin Account-4/4/95
2500 (units)-3/28/95 (P) 5000 (units)-$25,557-Fidelity
5000 (units)-5/24/95 (P) Margin Account-6/1/95
2500 (units)-8/31/95 (P) 2500 (units)-$13,582-Fidelity
1500 (Warrants)-2/26/96 (P) Margin Account-8/31/95
3000 (common)-2/26/96 (P) 1500 (Warrants-$4,687-Fleet
3000 (Class B Warrants)-2/2/96 Bank-2/26/96
(P) 3000 (common)-$21,900-Fleet
3000 (Class A Warrants)-3/5/96 Bank-2/26/96
(P)
Armen
Ghugasian None
Richard 10000 (common)-8/29/94 (P) 18,000 (common)-$98,354-
Boulet 8000 (common)-11/15/94 (P) Peoples Heritage Bank-
3000 (common)-11/15/94 (P) 11/23/94
7000 (common)-11/18/94 (P) 20,000 (common)-$147,911.49-
800 (common) - 2/17/95 (P) Peoples Gerutage Bank-
500 (common) - 2/21/95 (P) 2/26/96
10000 (common) - 12/18/95 (S)
9000 (common) - 12/19/95 (S)
7600 (common) - 1/8/96 (S)
7000 (common) - 1/19/96 (P)
4500 (common) - 2/23/96 (P)
8500 (common) - 2/23/96 (P)
7000 (common) - 2/23/96 (P)
<PAGE>
John F.
Gross 4000 (common) - 8/12/94 (P) None
445 (common) - 8/19/94 (P)
6600 (common) - 9/7/94 (P)
3035 (units) - 9/7/94 (S)
140 (units) - 9/12/94 (S)
6500 (common) - 9/15/94 (P)
205 (units) - 9/21/94 (S)
9000 (common) - 10/7/94 (P)
4477 (units) - 10/17/94 (S)
600 (common) - 10/17/94 (S)
210 (common) - 10/19/94 (P)
2145 (common) - 11/10/94 (P)
2000 (common) - 11/22/94 (P)
1900 (Class B warrants) -
12/13/95 (P)
790 (common) - 2/8/96 (P)
Susan T.
Gross 6700 (common) - 9/7/94 (P) None
3000 (units) - 9/8/94 (S)
205 (units) - 9/9/94 (S)
215 (units) - 9/21/94 (S)
255 (common) - 10/19/94 (P)
John & Susan 2500 (Class A warrants)-2/15/95 (P) None
Gross 2000 (common)-2/24/95 (P)
(Jointly) 2870 (common)-2/24/95 (P)
Dana Gross 115 (common) - 7/12/94 (P) None
835 (common) - 9/14/94 (P)
Andrew Gross 800 (common) - 9/13/94 (P)
880 (common) - 9/14/94 (P)
Lillian I.
Allen 295 (units) - 6/9/94 (P) None
130 (units) - 8/3/94 (P)
610 (common) - 9/15/94(P)
200 (common) - 3/21/95(P)
320 (common) - 4/2/96 (P)
John C.
Allen 295 (units) - 6/9/94 (P) None
120 (units) - 8/4/94 (P)
335 (common) - 9/15/94 (P)
200 (common) - 3/21/95 (P)
870 (Class B Warrants) - 5/16/95
230 (Class B Warrants) - 6/27/95
320 (common) - 4/2/96 (P)
1100 (Class B Warrants) -4/29/96 (S)
Roland R.
Batson 1540 (common) - 7/11/94 (P) None
770 (warrants) - 7/11/94 (P)
Adrienne R.
Emmi None None
Anthony N.
Emmi None None
Donn Gifford 3000 (common) - 7/25/94 (P) None
3000 (common) - 8/4/94 (P)
1000 (common) - 4/18/96 (P)
Linda Gifford See Donn Gifford None
Robert R.
Gladu None
Ginette
Gladu None
Edgar Morin 200 (units) - 6/9/94 (P) None
Raymond E.
Robichaud 2000 (common) - 9/9/94 (P) None
900 (common) - 11/15/94 (P)
Normand F.
Doyon None
Pauline G.
Doyon None
Richard
James 2300 (Warrants) - 9/12/94 (P) None
3250 (Warrants) - 11/8/94 (P)
1000 (Warrants) - 4/13/95 (P)
Diane James 1000 (Warrants) - 9/12/94 (P) None
1000 (Warrants) - 4/13/95 (P)
William H. 10,000 (common) - 2/96 (P) None
Lagerson
Pierre
Levesque 700 (Class B Warrants) - 9/23/94 (P) None
700 (Class A Warrants) - 9/23/94 (P)
700 (Common) - 9/23/94 (P)
700 (Common) - 9/23/94 (P)
400 (Common) - 4/17/95 (P)
1000 (Common) - 5/24/95 (P)
2000 (Common) - 10/12/95 (P)
1500 (Common) - 2/12/96 (P)
330 (Common) - 4/16/96 (P)
<PAGE>
(x) (xi) (xii) (xiii)
Membership in Number of Business Arrangements for
13D Group to shares owned Transactions future employment
obtain by Associates with or business
adoption of (Business Novametrix or transactions with
(i) shareholders partners) of management Novametrix
Name proposal participant
Paul A. Cote Yes None None None
Joan P. Cote Yes None None None
Takuhe Ghugasian Yes None None None
Vartan Ghugasian Yes None None None
John Orestis Yes None None None
Thomas B. Dunham Yes None None None
Sandra Dunham Yes None None None
Armen Ghugasian Yes None None None
Richard Boulet Yes None None None
John F. Gross Yes None None None
Susan T. Gross Yes None None None
John & Susan
Gross (Jointly) Yes None None None
Dana Gross Yes None None None
Andrew Gross Yes None None None
Lillian I. Allen Yes None None None
John C. Allen Yes None None None
Roland R. Batson Yes None None None
Adrienne R. Emmi Yes None None None
Anthony N. Emmi Yes None None None
Donn Gifford Yes None None None
Linda Gifford Yes None None None
Robert R. Gladu Yes None None None
Ginette Gladu Yes None None None
Edgar Morin Yes None None None
Raymond E.
Robichaud Yes None None None
Normand F.
Doyon Yes None None None
Pauline G.
Doyon Yes None None None
Richard James Yes None None None
Diane James Yes None None None
William H. Yes None None None
Lagerson
Pierre
Levesque Yes None None None
</TABLE>
PROXY
SOLICITED ON BEHALF OF NOVAMETRIX 13-D SHAREHOLDER GROUP
Directors
1. Election of two directors 3. In their discretion, the proxies of each
for 3 year term each. of them is authorized to vote upon such
other business as may properly come
Nominees: Dr. Vartan before the meeting, or any adjournments
Ghugasian and Paul Cote thereof.
[ ] For All Nominees 4. Please date and sign exactly as name
[ ] Withhold All Nominees appears hereon. Each executor,
administrator, trustee, guardian,
Or withhold Authority to attorney-in-fact and other fiduciary
vote for any of the following: should sign and indicate his or her full
title. Only one signature is required
[ ] Dr. Vartan Ghugasian in the case of stock ownership in the
[ ] Paul Cote name of two or more persons.
No. of Shares____________
Shareholder Name and Address
Proposals:
2. Approval of Shareholder
Proposal as set out below: ____________________________ _____________
Signature(s) Date
"The Shareholders urge the Board of Directors of the Company to take steps
necessary to initiate a program the objective of which is to maximize
shareholder values. Such program should require, as a first step, that the
directors engage the services of a qualified investment banker to evaluate
whether the current market quotations accurately reflect the true value of the
company and to propose a course of action based upon its findings. If the
proposal is approved by the shareholders and acted upon by the directors,
the directors should report the status of the program in the next quarterly
report to shareholders or by an equivalent timely communication."
For [ ] Against [ ] Abstain [ ]
PLEASE DATE AND SIGN THE CARD AND RETURN IT IN THE ENCLOSED ENVELOPE
(continued on reverse side)
<PAGE>
REVOCABLE PROXY
NOVAMETRIX MEDICAL SYSTEMS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF NOVAMETRIX 13-D SHAREHOLDER GROUP
The stockholder of Novametrix Medical Systems, Inc. (Novametrix) named
herein hereby appoints RICHARD BOULET and JOHN ORESTIS, or either of them with
full power of substitution as proxy to cast all votes which the said
stockholder is entitled to cast at the Annual Meeting of the Stockholders of
the Company to be held on October 9, 1996 or a rescheduled date in
Wallingford, Connecticut, and at any adjournments thereof, upon the matters
listed on the reverse side. The said stockholder hereby revokes any proxy or
proxies heretofore given.
When proxies are properly dated, executed and returned, the shares they
represent will be voted at the annual meeting in accordance with your
instructions as stockholders. If no specific instructions are given, the
shares will be voted FOR the election of the nominees for directors set forth
herein and FOR ratification of the proposal set forth herein. Any proxy given
by any stockholder may be revoked by the stockholder prior to its exercise
by voting in person at the annual meeting, by giving written notice to the
Secretary of Novametrix prior to the annual meeting or by giving a later dated
proxy.
13D SHAREHOLDERS GROUP
John C. Allen, Sr. Donn Gifford
Lillian I. Allen Linda Gifford
Roland R. Batson Ginette Gladu
Richard Boulet TO: All Sharholders Robert R. Gladu
Joan P. Cote Of Andrew Gross
Paul A. Cote Novametrix Medical Systems, Inc. Dana Gross
Normand F. Doyon John F. Gross
Pauline G. Doyon FROM: The Novametrix 13D Susan T. Gross
Sandra Dunham Shareholders Group Diane James
Thomas B. Dunham Richard James
Adrienne R. Emmi DATE: August 6, 1996 William Lagerson
Anthony N. Emmi Pierre Levesque
Armen Ghugasian Edgar Morin
Takuhe Ghugasian John Orestis
Vartan Ghugasian Raymond E. Robichaud
A substantial number of Novametrix shareholders have become increasingly
dissatisfied with Management's lack of interest in maximizing shareholder
values and concerns. On April 17, 1996 the shareholders formed a so-called 13D
Group, which now represents approximately 16% of the common stock of the
Company. We want the Company and its shareholders to prosper.
We have encountered strong opposition and were rebuffed by Management in
attempting to present a Shareholder Proposal requesting company action on our
concerns. As a result of this opposition, we felt that:
1. Management had no real interest in shareholders' concerns;
2. Management's opposition was indicative of a continuous attitude
towards shareholders; and
3. We must take decisive action.
- - WE NEED YOUR SUPPORT -
<PAGE>
In view of Management's continuing opposition, we feel there is only one way to
get company action on our concerns. This is to wage a proxy contest at this
year's Annual Shareholder Meeting and get true shareholder representation on
the Board of Directors. We seek the election of two directors at this year's
Annual Shareholder Meeting and we have proposed our own slate in the enclosed
proxy materials.
We urge you to read the enclosed proxy material carefully, and
if you share the Group's concerns, please sign the enclosed
proxy card and return it to us promptly in the enclosed envelope.
Let's elect two shareholder representatives to the board and send
a real message to Management.
You will be receiving from Management proxy material asking you to vote for
their slate of Directors. If you share our concerns, then DO NOT RETURN THE
MANAGEMENT PROXY. IF YOU DO, YOU MAY CANCEL YOUR VOTE FOR THE INDEPENDENT
DIRECTORS.
<PAGE>
WHAT HAS BEEN MANAGEMENT'S ATTITUDE TOWARD SHAREHOLDER CONCERNS?
We feel strongly that some of the shareholders most basic concerns are being
ignored by Management, such as:
* What are the Company's prospects?
* What is the Company actually worth?
* Does Management have a constructive program in place to enhance
shareholder values?
Before the 13D Group was formed to make the Shareholder Proposal, several
members of the Group attempted to have a constructive dialog with Management
about the members' concerns. Each was rebuffed. The Group was then organized
and filed a formal Shareholder Proposal with the Company to be included with
the proxy material the Management sends out to shareholders for the annual
meeting. The Proposal urged the directors to develop a program to maximize
shareholder values, including retention of an investment banking firm to
address these concerns on an organized basis. A copy of the Proposal is
included in our proxy statement. Management flatly refused to include the
Group's Proposal with their proxy materials on the ground the Proposal involved
matters in the ordinary course of business.
WHY WE BELIEVE MANAGEMENT IS FREE TO ACT ARBITRARILY
The reason is the bylaws and Articles of Incorporation of the Company are
structured so Management and Directors can apparently operate almost as they
see fit without any real control by shareholders. For example:
1. Management has nominated the directors and elects them routinely with
your proxies.
2. Directors themselves can change their total number between three and
nine at any time without the approval of the shareholders.
3. Directors can change the bylaws at any time without the approval of
the shareholders.
4. Shareholders cannot change the bylaws or the Articles of
Incorporation unless they get approval of 80% of all shareholders.
5. Management can call a special meeting of shareholders any time to
discuss their own proposals.
6. Shareholders cannot call a special meeting to discuss their proposals
or their dissatisfaction with Management unless:
a. the directors agree to it; or
b. they can get 80% of all shareholders to agree.
As a result of these one-sided restrictions, we believe Management is operating
as if it were sheltered behind a form of Iron Curtain. The shareholders, on
the other hand, are on the outside, looking in.
HOW HAS MANAGEMENT EXERCISED ITS POWERS?
After we formed our 13D Shareholders Group on April 17, 1996, Management tried
to take away the ultimate power we have as shareholders to elect the members of
the Board of Directors. Although management's proxy statements in 1994 and
1995 promised the shareholders that three existing Class A Directors would be
up for election at the 1996 Annual Meeting of Shareholders, just two months ago
the Board of Directors took away from the shareholders the decision of whether
Steven Shulman would continue as a Director. Instead, they appointed Mr.
Shulman a Director and limited the number of Directors to stand for election at
the Shareholder Meeting to two, rather than three, of the six member Board. By
doing so, the existing Board was able to prevent Shareholders from electing at
the Shareholders Meeting one half of the Board of Directors. Management was
able to ensure its hand-picked candidates would comprise a majority of the
Board of Directors.
What's more, Mr. Shulman will now serve, in effect, a four year term. This is
contrary to the Certificate of Incorporation of the Company, which was the
basis on which the Company was formed. The Certificate limits the term to
three years. We believe it also violates the Bylaws of the Company and the
Securities laws. It is as if the Vice President of the United States said that
the President would serve a four year term until 1997 rather than stand for
election in 1996. This undemocratic action by the Board of Directors should
not be permitted.
WHAT CAN THE SHAREHOLDERS DO ABOUT IT?
It is clear to us the shareholders have little say in the Company, and, under
the present restrictions, probably never will have a significant voice. We
asked for a chance to bring before all the shareholders in the annual proxy
statement a perfectly reasonable proposal and were turned down flat. With such
a precedent, it appears shareholder proposals are likely to meet with
resistance from Management in the future. To have any meaningful voice at all
in this Company, the shareholders must have representation on the Board of
Directors, through directors they nominate and choose. Without that, we feel
very strongly we are just captives of Management and their handpicked Board of
Directors. After all, we are supposed to own this Company and we are entitled
to have a management that is responsive to shareholder interests. We believe
the present system is excessively management-oriented and not in the best
interests of the Company and its shareholders. In fact, two of the current
directors do not even own any stock in the Company. Make no mistake:
Management has clearly demonstrated to us it wants no input or interference
from shareholders. Let's change that.
WE NEED TO ELECT REAL SHAREHOLDER REPRESENTATIVES TO THE BOARD OF DIRECTORS
We believe this is the only way to create an effective shareholder voice in
this company. This year there will be two directors elected at the Annual
Meeting. As usual, Management will hand-pick its own slate and send it to you
for your vote. If we do not present an opposing slate of candidates, the
Management slate will be elected as usual - and the current Management attitude
will continue unchanged. In our opinion, your vote will have had no
significance.
If you agree with the Group's concerns and want to create real shareholder
interest in this company, we urge you to vote for the 13D slate of candidates.
They are:
Dr. Vartan Ghugasian
Paul A. Cote
We urge you to review the materials enclosed regarding them.
If you share our concerns, then DO NOT RETURN THE MANAGEMENT PROXY. IF YOU DO,
YOU MAY CANCEL YOUR VOTE FOR THE INDEPENDENT DIRECTORS.
13D SHAREHOLDERS GROUP
John C. Allen, Sr. Donn Gifford
Lillian I. Allen Linda Gifford
Roland R. Batson Ginette Gladu
Richard Boulet Robert R. Gladu
Joan P. Cote Andrew Gross
Paul A. Cote Dana Gross
Normand F. Doyon John F. Gross
Pauline G. Doyon Susan T. Gross
Sandra Dunham Diane James
Thomas B. Dunham Richard James
Adrienne R. Emmi William Lagerson
Anthony N. Emmi Pierre Levesque
Armen Ghugasian Edgar Morin
Takuhe Ghugasian Strikeout indicates deletions John Orestis
Vartan Ghugasian Underlining indicates additions Raymond E. Robichaud
DEFINITIVE PROXY STATEMENT
13D Shareholders Group
Regarding
NOVAMETRIX MEDICAL SYSTEMS, INC.
The enclosed proxy is solicited by the 13D Shareholders Group (names
listed above) of Novametrix Medical Systems, Inc. for use in voting at the
annual meeting regarding the matters described in this proxy statement and in
the accompanying materials.
Date, Time and Place of Annual Meeting
(a) Date of annual meeting of shareholders of Novametrix Medical Systems,
Inc. ("Novametrix") is October 9, 1996 at 10:30 a.m. However,
management has informed us that the meeting date may change. Place
of annual meeting: To the best of the knowledge of the 13D
Shareholders Group, the meeting will be held at the same location as
last year's annual meeting, at the Yankee Silversmith Inn, 1033 North
Colony Road, Wallingford, Connecticut.
Mailing address of executive officers:
One Barnes Industrial Park Road
Wallingford, Connecticut 06492
(b) This proxy statement will be first given to security holders on or
after July 19 , August 15 , 1996.
TO BE GIVEN TO STOCKHOLDERS ON OR AFTER JULY 19, AUGUST 15, 1996
<PAGE>
Voting and Revocability of Proxy
When proxies are properly dated, executed and returned, the
shares they represent will be voted at the annual meeting in
accordance with your instructions as stockholders. If no
specific instructions are given, the shares will be voted
FOR the election of the nominees for directors set forth
herein and FOR ratification of the proposal set forth
herein. Any proxy given by any stockholder may be revoked
by the stockholder prior to its exercise by voting in person
at the annual meeting, by giving written notice to the
Secretary of Novametrix prior to the annual meeting or by
giving a later dated proxy.
Persons Making the Solicitation and Interest of Certain Persons
in Matters to be Acted Upon
(a) Solicitation is made by 13D Shareholders Group
consisting of the persons identified and described in
Attachment A. Solicitation will be made by personal
meetings or telephone conversations, by members of the
13D Shareholders Group, and mailings that will include
the proxy statement, proxy and the letter accompanying
this proxy statement.
(b) No employees of Novametrix or any member of the 13D
Shareholders Group will be used to solicit security
holders.
(c) No specially engaged employees, representatives or
other persons will be used to solicit proxies except
Garrand & Co., Inc., (207) 795-6278 .
(d) Estimated expenses of the 13D Shareholders Group of
this solicitation are $20,000; approximately $6,000
$8,000 of expenses have been incurred to date.
(e) The cost of the solicitation has been borne initially
by the members of the 13D Shareholders Group described
in Attachment A. Reimbursement will be sought from the
registrant, Novametrix, if the solicitation is
successful.
Voting Securities And Principal Holders Thereof
(a) Number of common shares entitled to vote: As of July
1, 1995, based upon the proxy statement of Novametrix
dated August 15, 1995, there were approximately
6,260,000 shares entitled to vote.
(b) It is unknown to the 13D Shareholders Group the record
date, because that is established by management of
Novametrix, which has yet to do so.
(c) There are no cumulative voting rights.
(d) (i) Security Ownership of Certain Beneficial Owners
The stockholders (including any "group," as that
term is used in Section 13(d)(3) of the Securities
Exchange Act of 1934) who, to the knowledge of the 13D
Shareholders Group, owned beneficially more than five
percent of any class of the outstanding voting
securities of the Company as of July 1, 1995, and their
respective shareholdings as of such date (according to
information furnished by them to the Company), are set
forth in the following table. Except as indicated in
the footnotes to the table, all of such shares are
owned with sole voting and investment power.<F1>
<F1>For all information other than the Schedule 13D Shareholders Group, the
information is derived solely from the Proxy Statement dated August 15,
1995 of Novametrix.
<PAGE>
Title of Shares Percent
Name and Address Class Beneficially Owned of Class
Auric Partners Ltd. Common 765,166 (1)(2) 11.7%
7575 East Fulton Road Series B
Ada, Michigan 49355 Preferred 60,000 (2) 60.0%
First Fidelity Incorporated Common 716,182 (3)(4) 10.9%
55 Broad Street Series B
Newark, New Jersey 07102 Preferred 40,000 (4) 40.0%
William W. Nicholson Common 418,222 (2) 7.1%
7575 East Fulton Road
Ada, Michigan 49355
William J. Lacourciere Common 406,638 (5) 6.6%
One Barnes Industrial Park Rd
Wallingford, Connecticut 06492
13D Shareholders Group Common 903,155 (6) 14.7%
(1) Includes 666,666 shares issuable upon the conversion of 60,000
shares of Series B Preferred Stock.
(2) Information as to the holdings of Auric Partners Ltd., a Michigan
limited partnership ("Auric"), and Mr. Nicholson is based upon a
report on Schedule 13D filed by such persons with the Securities
and Exchange Commission (the "Commission") and information
provided to the Company by Auric. Such report indicates that
Amway Corp., a Michigan corporation ("Amway"), is the general
partner of Auric and that Mr. Nicholson is a limited partner of
Auric and an officer of Amway. Each of Amway and Mr. Nicholson
disclaims beneficial ownership of the shares held by Auric. Each
of Auric and Amway disclaims beneficial ownership of the shares
held by Mr. Nicholson. Each of Auric, Amway and Mr. Nicholson also
disclaims beneficial ownership of the shares held by First Fidelity.
(3) Consists of (i) 444,444 shares issuable upon the conversation of
40,000 shares of Series B Preferred Stock and (ii) 271,738 shares
issuable upon the exercise of currently exercisable warrants held
by First Fidelity Incorporated ("First Fidelity"), a wholly owned
subsidiary of First Fidelity Bancorporation, which warrants will
expire on May 23, 2000. The Series B Preferred Stock and warrants
were formerly held by First Fidelity Bank, Connecticut ("FFB-CT"),
formerly known as Union Trust Company prior to its acquisition by
First Fidelity Bancorporation.
(4) Information as to the holdings of First Fidelity is based upon a
report on Schedule 13D filed with the Commission by FFB-CT and
Northeast Bancorp, Inc., its parent corporation prior to the
acquisition of FFB-CT by First Fidelity Bancorporation. First
Fidelity Bancorporation may be deemed to be the indirect
beneficial owner of the shares held by First Fidelity by virtue of
its ownership of all of the stock of First Fidelity. Each of
First Fidelity and First Fidelity Bancorporation disclaims
beneficial ownership of the shares held by each of Auric and Mr.
Nicholson.
(5) Includes (i) 304,078 shares issuable upon the exercise of
currently exercisable warrants held by Mr. Lacourciere, the
Chairman of the Board, President and Chief Executive Officer and a
director of the Company, which warrants will expire on December
28, 1999, (ii) 5,035 shares held for the account of Mr.
Lacourciere under the Employee Stock Ownership Plan of the Company
(the "ESOP"), (iii) 1,000 shares issuable upon the exercise of
Class A warrants, and 1,000 shares issuable upon the exercise of
Class B warrants held by Mr. Lacourciere, which warrants are
currently exercisable and will expire on December 8, 1997 and
December 8, 1999, respectively, and (iv) 10,000 shares issuable
upon the exercise of currently exercisable options held by Mr.
Lacourciere. Does not include 38,889 shares held by the ESOP with
respect to which Mr. Lacourciere, as co-trustee, has shared voting
and investment power.
(6) Includes 218,550 shares issuable upon the exercise of currently
exercisable warrants.
(ii) Security Ownership of Management
The following table sets forth, as of July 1,
1995, the number of shares of the outstanding voting
securities of the Company beneficially owned by each
of the Company's directors and nominees for
director, each executive officer named in the
Summary Compensation Table of the Novametrix proxy
statement dated August 15, 1995, and all directors
and executive officers as a group, according to
information furnished by such persons to Novametrix.<F2>
<F2> This information is derived solely from the Proxy Statement dated
August 15, 1995 of Novametrix.
<PAGE>
Title of Shares Percent
Name and Address Class Beneficially Owned of Class
Thomas M. Haythe Common 113,540 (1) 1.9%
Director of the Company
William J. Lacourciere Common 406,638 (2) 6.6%
Chairman of the Board,
President and Chief
Executive Officer of the
Company and Director of
the Company
Michael J. Needham Common 25,588 (3) *
Director of the Company
Photios T. Paulson Common 13,000 (4) *
Director of the Company
Steven J. Shulman -- -- --
Director of the Company
Joseph A. Vincent Common 53,811 (5) *
Vice President Finance,
Chief Financial Officer,
Treasurer and Secretary
of the Company and
Director of the Company
All directors and executive Common 646,637 (1) (2) 10.2%
officers as a group (3) (4)
(seven persons) (5) (6)
* Less than one percent.
(1) Includes (i) 14,844 shares issuable upon the exercise of
currently exercisable warrants held by Mr. Haythe, which
warrant will expire on December 31, 1997, (ii) 10,744
shares issuable upon the exercise of currently exercisable
warrants held by Mr. Haythe, which warrants will expire on
March 10, 1999, (iii) 10,878 shares issuable upon the exercise
of currently exercisable warrants held by Mr. Haythe, which
warrants will expire on April 11, 2000, (iv) 15,995 shares
issuable upon the exercise of currently exercisable warrants
held by Mr. Haythe, which warrants will expire on November
30, 2000 and (v) 7,234 shares issuable upon the exercise
of currently exercisable warrants held by Mr. Haythe, which
warrants will expire on November 30, 2000. Does not include
38,889 shares held by the ESOP, with respect to which Mr.
Haythe, as co-trustee, has shared voting and investment power.
(2) Includes (i) 304,078 shares issuable upon the exercise of
currently exercisable warrants held by Mr. Lacourciere,
which warrants will expire on December 28, 1999, (ii)
5,035 shares held for the account of Mr. Lacourciere
under the ESOP, (iii) 1,000 shares issuable upon the
exercise of Class A warrants and 1,000 shares issuable
upon the exercise of Class B warrants held by Mr.
Lacourciere, which warrants are currently exercisable and
will expire on December 8, 1997 and December 8, 1999,
respectively, and (iv) 10,000 shares issuable upon the
exercise of currently exercisable stock options held by
Mr. Lacourciere. Does not include 38,889 shares held by
the ESOP with respect to which Mr. Lacourciere, as co-trustee,
has shared voting and investment power.
(3) Includes (i) 14,844 shares issuable upon the exercise of
currently exercisable warrants held by Mr. Needham, which
warrants will expire on December 31, 1997, and (ii) 10,744
shares issuable upon the exercise of currently exercisable
warrants held by Mr. Needham, which warrants will expire
on March 10, 1999.
(4) Includes 10,000 shares issuable upon the exercise of currently
exercisable warrants held by Mr. Paulson, which warrants will
expire on November 30, 2002.
(5) Includes (i) 2,519 shares held for the account of Mr.
Vincent under the ESOP, (ii) 200 shares issuable upon the
exercise of Class A warrants and 200 shares issuable upon
the exercise of Class B warrants held by Mr. Vincent,
which warrants are currently exercisable and will expire
on December 8, 1997 and December 8, 1999, respectively,
and (iii) 48,334 shares issuable upon the exercise of
currently exercisable stock options held by Mr. Vincent.
Does not include 38,889 shares held by the ESOP with
respect to which Mr. Vincent, as co-trustee, has shared
voting and investment power.
(6) Includes (i) 985 shares held for the account of Leslie E.
Mace, Vice President Engineering of the Company, under
the ESOP, (ii) 24,535 shares issuable upon the exercise
of currently exercisable warrants held by Mr. Mace, which
warrants will expire on March 22, 2000, and (iii) 5,333
shares issuable upon the exercise of currently
exercisable stock options held by Mr. Mace.
(e) To the best of the knowledge of the 13D Shareholders Group,
there have been no changes in control of Novametrix since
the beginning of the last fiscal year.
<PAGE>
Nominees for Election of Directors
Dr. Vartan Ghugasian
Dr. Ghugasian is 51 years old. Dr. Ghugasian has been a
practicing dentist in Massachusetts since 1972. Dr.
Ghugasian has enjoyed a number of academic appointments.
These include his present a position as an Associate
in Prosthetic Dentistry, Harvard School of Dental Medicine, which he
has held since from 1980 until
1993 . Dr. Ghugasian is a director of the Karagheusian Commemorative
Corporation of New York City. Dr. Ghugasian is a member of the 13D
Shareholders Group and owns 13,500 shares of the common stock of the
Corporation as well as 44,000 shares with Takuhe Ghugasian. As a member of
the Shareholders Group, he supports adoption of the shareholder proposal
described in the following pages. Dr. Ghugasian has had no business
relationship with Novametrix and has no family or business relationship
with any existing directors or management.
Paul A. Cote, Esq.
Paul Cote is 66 years old. Mr. Cote has been a practicing
lawyer in Maine since 1955 and is the President and Director
of his law firm, Cote, Cote & Hamann. Mr. Cote is a member
of the bar of several courts in the United States, including
the U.S. Supreme Court. Mr. Cote is a former judge. Mr.
Cote is a graduate of Boston University Law School. Mr.
Cote was a member of the Board of Directors of Secor Federal
Savings & Loan, Birmingham, Alabama, in 1992 and 1993, a
bank with assets of $2 billion and which was listed on
NASDAQ. Mr. Cote was also a member of the following
Boards: Advisory Boards of Fleet Bank (1990-1992);
Northeast Bankshares Association (later became Norstar and
then Fleet) (1975-1989); and Auburn-Lewiston United Way
(later to become Auburn-Lewiston United Fund) (1957-1967).
Mr. Cote, individually and with his wife Joan, owns 71,120
shares of the Corporation and 51,680 warrants, which
accounts for 2.0% of the Corporation. Mr. Cote is a member
of the 13D Shareholders Group and advocates the acceptance
of the shareholder proposal described in the following
pages. Mr. Cote has had no business relationship with
Novametrix and has no family or business relationship with
any existing directors or management.
John Orestis, Esq.
John Orestis is 53 years old. Mr. Orestis is President of North Country
Associates, Inc., the operator of nine long-term health care facilities.
Mr. Orestis is a graduate of American University, having been a partner at
the law firm of Skelton, Taintor, Abbott & Orestis from 1968 to 1987. Mr.
Orestis is a member of the bar of several courts in the United States,
including the U.S. Supreme Court. Mr. Orestis was also Mayor of the City
of Lewiston, Maine from 1973 to 1975. Mr. Orestis was also a member of
the following boards: L/A Arts, Director (1992-1994); Lewiston/Auburn
College of the University of Maine Board of Advisors (1991-1995); Maine
Health Care Association (1987-1989, 1993-present); Maine Development
Foundation (1993-present); Maine Economic Growth Council (1993);
Leadership Maine, Advisory Board (1994-present), Chair (1995); White House
Conference on Aging, Presidential Delegate (1995) and State of Maine
Productivity Realization Task Force (1995-present). Mr. Orestis owns
74,500 shares of the Corporation and 69,460 warrants, which accounts for
2.3% of the Corporation. Mr. Orestis is a member of the 13D Shareholders
Group and advocates the acceptance of the shareholder proposal described
in the following pages. Mr. Orestis has had no business relationship with
Novametrix and has no family or business relationship with any existing
directors or management.
Compensation Of Directors And Executive Officers
Novametrix has not provided any compensation to any nominees
of the Paul Cote Schedule 13D Shareholders Group.
<PAGE>
Other Matters To Be Acted Upon
The 13D Shareholders Group will submit for vote at the
annual meeting the shareholders proposal listed below. The
13D Shareholders Group seeks your proxy to vote in favor of
the proposal. The supporting statement for the proposal is
described below.
Proposal
The Shareholders urge the Board of Directors of the Company
to take steps necessary to initiate a program the objective
of which is to maximize shareholder values. Such program
should require, as a first step, that the directors engage
the services of a qualified investment banker to evaluate
whether the current market quotations accurately reflect the
true value of the company and to propose a course of action
based upon its findings. If the proposal is approved by the
shareholders and acted upon by the directors, the directors
should report the status of the program in the next
quarterly report to shareholders or by an equivalent timely
communication.
Statement in Support of Proposal
Although the company's normal business activities appear to
be conducted efficiently from the standpoint of operations,
there does not appear to be any direct management concern
with respect to maximizing the investment value of the
company's shareholders. The company's stock market price
has gyrated widely over the past few years and it is clear
that market quotations cannot be relied upon as a true
indicator of shareholder values. It would appear that a
more accurate appraisal of the company's strengths,
weaknesses and potential by a qualified investment banking
house would provide invaluable information both to the
management and the company's shareholders in planning the
company's future course and direction. Although the company
clearly knows its competition, a study such as requested
would sharply delineate the company's relative value
position in the medical instrument field as a whole. Such
information would provide management and the shareholders
with a much broader and, strategically, more valuable
planning tool, than simple price and product comparisons of
its competition. The ultimate value of the company and its
true position in the market place has never been clearly
studied. The stock market is obviously an imperfect guide
and a study such as requested would fill this void.
<TABLE>
<CAPTION>
ATTACHMENT A
<S> <C> <C> <C>
(iv)
(i) (ii) (iii) Principal
Name Business Address SS# Occupation
Paul A. Cote Cote, Cote & Hamann ###-##-#### Lawyer
54 Pine Street
P.O. Box 7206
Lewiston, ME 04243-7206
Joan P. Cote None ###-##-#### Homemaker
Takuhe Ghugasian None ###-##-#### Homemaker
Vartan Ghugasian, Vartan Ghugasian, D.M.D. ###-##-#### Dentist
D.M.D. The Colonial Building
100 Boylston Street
Suite 806
Boston, MA 02116
John Orestis North Country Associates ###-##-#### Health Care
Nursing Homes Provider
179 Lisbon Street
Lewiston, ME 04240
Thomas B. Dunham The Dunham Group ###-##-#### Real Estate
One Portland Square Broker
Portland, ME 04101
Sandra Dunham None ###-##-#### Homemaker
Armen Ghugasian 25 Fairfield Street ###-##-#### Photographer
Watertown, MA 02172
Richard Boulet None ###-##-#### Retired
John F. Gross Winthrop Veterinary ###-##-#### Veterinarian
Hospital, P.A.
RFD #2, Box 5720,
Rt. 202
Winthrop, ME 04364
Susan T. Gross Winthrop High School ###-##-#### Educator
Winthrop, ME 04364
Dana Gross None ###-##-#### Student
Andrew Gross None ###-##-#### Student
Lillian I. Allen Cormier Textiles ###-##-#### Customer
River Street Service
Sanford, ME 04073 Computer Input
John C. Allen Salem Five Mortgage ###-##-#### Loan
Corp. Originator
P.O. Box 840
Salem, MA 01970
Roland R. Batson 10 Swan Road ###-##-#### Developer
Standish, ME 04084
Adrienne R. Emmi None ###-##-#### Retired
Anthony N. Emmi None ###-##-#### Retired
Donn Gifford Wadleigh's, Inc. ###-##-#### Business/Owner
21 Water Street Operator
Hallowell, ME 04347
Linda Gifford Central Maine Title ###-##-#### Lawyer
Company
Linda Gifford Law Office
78 Winthrop Street
Augusta, ME 04330-5506
Robert R. Gladu P.O. Box 1037 ###-##-#### Investor
Lewiston, ME 04243
Ginette Gladu None ###-##-#### Homemaker
Edgar Morin RR 1, Box 2915 ###-##-#### Lunch Truck
Sanford, ME 04073 Operator
Raymond E. Lafayette Social Club ###-##-#### Manager/
Robichaud 28 Winter Street Bartender
Sanford, ME 04073
Normand F. Doyon P.O. Box 1777 ###-##-#### Self-
Lewiston, ME 04241 employed
Pauline G. Doyon None ###-##-#### Homemaker
Richard James 77 Charleston Square ###-##-#### Chiropractor
St. Charles, MO 63304 Self-employed
Diane James 1049 East Terra Lane ###-##-#### Travel Agent
Ofallon, MO 63366
William H.
40 Westminster Street
###-##-#### Business
Lagerson Lewiston, ME 04240 [/R] Owner [/R]
Pierre Levesque None ###-##-#### Self-
employed
<PAGE>
(vii)
Number of
(vi) Shares Owned
Has the participant Beneficial
(v) ever been convicted of (of which
(i) Name of Employer, Principal a criminal offense ___ consist
Name Business, Address in last 10 years of warrants)
Paul A. Cote Cote, Cote & Hamann No 129,000
Law firm (58,800)
54 Pine Street (w/Joan
P.O. Box 7206 P. Cote)
Lewiston, ME 04243-7206
Joan P. Cote None No See Paul A.
Cote
Takuhe Ghugasian None No 44,000
(4,000)
w/Vartan
Ghugasian
Vartan Ghugasian, Vartan Ghugasian, D.M.D. No 13,500 and
Dentist Office see Takuhe
The Colonial Building Ghugasian
100 Boylston Street
Suite 806
Boston, MA 02116
John Orestis North Country Associates No 143,960
Nursing Homes (69,460)
179 Lisbon Street
Lewiston, ME 04240
Thomas B. Dunham The Dunham Group No 5,370 (280)
One Portland Square
Portland, ME 04101
Sandra Dunham None No 74,100
(20,080)
Armen Ghugasian Self-employed No 6,000
25 Fairfield Street (1,000)
Watertown, MA 02172
Richard Boulet None No 128,750 (0)
John F. Gross Winthrop Veterinary No 79,790 (1,900)
Hospital, P.A. and 23,445
RFD #2, Box 5720, (2,500)
Rt. 202 (w/Susan
Winthrop, ME 04364 Gross)
Susan T. Gross Winthrop High School No 15,315 (0)
School and (see John
Winthrop, ME 04364 Gross)
Dana Gross None No 2,950 (0)
Andrew Gross None No 3,680 (0)
Lillian I. Allen Cormier Textiles No 5,230
River Street (850)
Sanford, ME 04073
John C. Allen Salem Five Mortgage Corp. No 7,100 (830)
Bank
P.O. Box 840
Salem, MA 01970
Roland R. Batson Self-employed No 59,000
10 Swan Road (24,000)
Standish, ME 04084
Adrienne R. Emmi None No 21,000 (0)
(w/Anthony
Emmi)
Anthony N. Emmi None No See Adrienne
Emmi
Donn Gifford Wadleigh's, Inc. No 21,000 (5,000)
Petroleum Products (w/ Linda
21 Water Street Gifford)
Hallowell, ME 04347
Linda Gifford Central Maine Title No See Donn
Company Gifford
Linda Gifford Law Office
Law Firm
78 Winthrop Street
Augusta, ME 04330-5506
Robert R. Gladu Investment No 20,000 (0)
P.O. Box 1037 (w/Ginette
Lewiston, ME 04243 Gladu)
Ginette Gladu None No See Robert
Gladu
Edgar Morin Self-employed No 1,300 (400)
RR 1, Box 2915
Sanford, ME 04073
Raymond E. Lafayette Social Club No 10,900
Robichaud 28 Winter Street (8,000)
Sanford, ME 04073
Normand F. Doyon Self-employed No 11,500 (0)
P.O. Box 1777 (w/Pauline
Lewiston, ME 04241 Doyon
Pauline G. Doyon None No See Normand
F. Doyon
Richard James Self-employed No 56,300
77 Charleston Square (25,850)
St. Charles, MO 63304
Diane James Getaway Tours & Travel No 5,500 (4,000)
Travel Agency
1049 East Terra Lane
Ofallon, MO 63366
William H.
Paragon Glass
No 80,000
Lagerson [/R] 40 Westminster Street
Lewiston, ME 04240 [/R]
Pierre Levesque Self-employed
No 24,125
10 Eastern Avenue (2,200)
Center Conway, NH 03815 [/R]
<PAGE>
(viii)
Common Stock, Warrants or (ix)
Units (2 Shares of Common Any Shares Per (viii)
Stock, 1 Class A Warrant, purchased through
(i) Sold (S) or Purchased (P) loans, amount of loan,
Name During the Last 2 years creditor and date
Paul A. Cote 2275 (units)-7/8/94(P) 29,585 (Warrants) (17,085
5000 (common) - 7/8/94 (S) Class A and 12,500 Class
785 (units) - 7/11/94 (P) B)-$51,000-Peoples
1735 (common) - 7/11/94 (S) Heritage Bank-1/5/95
1110 (units) - 8/19/94 (P)
1980 (common) - 8/25/94 (S) 13,150 (Warrants) (5,950
340 (common) - 8/29/94 (S) Class A and 7,200 Class
2275 (common) - 8/31/94 (S) B)-$30,009.06-Peoples
560 (common) - 9/2/94 (S) Heritage Bank-5/3/95
1035 (units) - 9/2/94 (P)
215 (units) - 9/16/94 (P)
4000 (Class B Warrants)-12/9/94 (P)
3500 (Class B Warrants)-12/9/94 (P)
5460 (Class A Warrants)-12/12/94 (P)
11625 (Class A Warrants)-12/15/94 (P)
5000 (Class B Warrants)-12/15/94 (P)
15000 (Class A Warrants)-12/19/94 (P)
380 (common) - 4/12/95 (P)
380 (common) - 4/12/95 (P)
3750 (Class A Warrants)-5/5/95 (P)
1000 (Class B Warrants)-5/9/95 (P)
2200 (Class A Warrants)-5/11/95 (P)
5000 (Class B Warrants)-5/11/95 (P)
1200 (Class B Warrants)-6/20/95 (P)
5000 (Class A Warrants)-12/7/95 (S)
5000 (Class A Warrants)-12/7/95 (S)
7500 (Class A Warrants)-12/7/95 (S)
5000 (common)-12/12/95 (P)
4200 (common)-1/2/96 (S)
3000 (common)-1/3/96 (S)
15000 (common)-1/3/96 (S)
1000 (Class B Warrants)-1/8/96 (P)
2500 (Class B Warrants)-1/16/96 (P)
8000 (common)-1/18/96 (P)
7500 (common)-1/18/96 (P)
2500 (common)-1/18/96 (P)
1040 (Class B Warrants)-1/25/96 (P)
465 (Class B Warrants)-1/25/96 (P)
2000 (common)-5/28/96 (S)
2450 (common)-4/11/96 (S)
4100 (Class B Warrants)-6/12/96 (P)
4100 (Class B Warrants)-6/12/96 (S)
735 (Class B Warrants)-6/28/96 (S)
4465 (Class B Warrants)-6/28/96 (S)
Joan P. Cote See Paul A. Cote
<PAGE>
Takuhe
Ghugasian 1000 (common)-11/15/94 (P) None
2000 (common)-12/5/94 (P)
1000 (Class A Warrants)-12/5/94 (P)
1000 (Class B Warrants)-12/5/94 (P)
2000 (common)-12/27/94 (P)
2000 (Class A Warrants)-1/4/95 (P)
Vartan
Ghugasian, See Takuhe Ghugasian
John Orestis 2500 (common)-2/1/96 (P) None
12000 (common)-2/9/96 (P)
Thomas B.
Dunham
Sandra
Dunham 150 (units)-9/6/94 (P) 1000 (units)-$6,380-Livada
1000 (units)-9/8/94 (P) Margin Account-9/8/94
500 (common)-3/1/95 (P) 2500 (units)-$12,645-Fidelity
2000 (units)-3/20/95 (P) Margin Account-4/4/95
2500 (units)-3/28/95 (P) 5000 (units)-$25,557-Fidelity
5000 (units)-5/24/95 (P) Margin Account-6/1/95
2500 (units)-8/31/95 (P) 2500 (units)-$13,582-Fidelity
1500 (Warrants)-2/26/96 (P) Margin Account-8/31/95
3000 (common)-2/26/96 (P) 1500 (Warrants-$4,687-Fleet
3000 (Class B Warrants)-2/2/96 Bank-2/26/96
(P) 3000 (common)-$21,900-Fleet
3000 (Class A Warrants)-3/5/96 Bank-2/26/96
(P)
Armen
Ghugasian None
Richard 10000 (common)-8/29/94 (P) 18,000 (common)-$98,354-
Boulet 8000 (common)-11/15/94 (P) Peoples Heritage Bank-
3000 (common)-11/15/94 (P) 11/23/94
7000 (common)-11/18/94 (P) 20,000 (common)-$147,911.49-
800 (common) - 2/17/95 (P) Peoples Gerutage Bank-
500 (common) - 2/21/95 (P) 2/26/96
10000 (common) - 12/18/95 (S)
9000 (common) - 12/19/95 (S)
7600 (common) - 1/8/96 (S)
7000 (common) - 1/19/96 (P)
4500 (common) - 2/23/96 (P)
8500 (common) - 2/23/96 (P)
7000 (common) - 2/23/96 (P)
<PAGE>
John F.
Gross 4000 (common) - 8/12/94 (P) None
445 (common) - 8/19/94 (P)
6600 (common) - 9/7/94 (P)
3035 (units) - 9/7/94 (S)
140 (units) - 9/12/94 (S)
6500 (common) - 9/15/94 (P)
205 (units) - 9/21/94 (S)
9000 (common) - 10/7/94 (P)
4477 (units) - 10/17/94 (S)
600 (common) - 10/17/94 (S)
210 (common) - 10/19/94 (P)
2145 (common) - 11/10/94 (P)
2000 (common) - 11/22/94 (P)
1900 (Class B warrants) -
12/13/95 (P)
790 (common) - 2/8/96 (P)
Susan T.
Gross 6700 (common) - 9/7/94 (P) None
3000 (units) - 9/8/94 (S)
205 (units) - 9/9/94 (S)
215 (units) - 9/21/94 (S)
255 (common) - 10/19/94 (P)
John & Susan 2500 (Class A warrants)-2/15/95 (P) None
Gross 2000 (common)-2/24/95 (P)
(Jointly) 2870 (common)-2/24/95 (P)
Dana Gross 115 (common) - 7/12/94 (P) None
835 (common) - 9/14/94 (P)
Andrew Gross 800 (common) - 9/13/94 (P)
880 (common) - 9/14/94 (P)
Lillian I.
Allen 295 (units) - 6/9/94 (P) None
130 (units) - 8/3/94 (P)
610 (common) - 9/15/94(P)
200 (common) - 3/21/95(P)
320 (common) - 4/2/96 (P)
John C.
Allen 295 (units) - 6/9/94 (P) None
120 (units) - 8/4/94 (P)
335 (common) - 9/15/94 (P)
200 (common) - 3/21/95 (P)
870 (Class B Warrants) - 5/16/95
230 (Class B Warrants) - 6/27/95
320 (common) - 4/2/96 (P)
1100 (Class B Warrants) -4/29/96 (S)
Roland R.
Batson 1540 (common) - 7/11/94 (P) None
770 (warrants) - 7/11/94 (P)
Adrienne R.
Emmi None None
Anthony N.
Emmi None None
Donn Gifford 3000 (common) - 7/25/94 (P) None
3000 (common) - 8/4/94 (P)
1000 (common) - 4/18/96 (P)
Linda Gifford See Donn Gifford None
Robert R.
Gladu None
Ginette
Gladu None
Edgar Morin 200 (units) - 6/9/94 (P) None
Raymond E.
Robichaud 2000 (common) - 9/9/94 (P) None
900 (common) - 11/15/94 (P)
Normand F.
Doyon None
Pauline G.
Doyon None
Richard
James 2300 (Warrants) - 9/12/94 (P) None
3250 (Warrants) - 11/8/94 (P)
1000 (Warrants) - 4/13/95 (P)
Diane James 1000 (Warrants) - 9/12/94 (P) None
1000 (Warrants) - 4/13/95 (P)
William H.
10,000 (common) - 2/96 (P) None
Lagerson [/R]
Pierre
Levesque 700 (Class B Warrants) - 9/23/94 (P)
None
700 (Class A Warrants) - 9/23/94 (P)
700 (Common) - 9/23/94 (P)
700 (Common) - 9/23/94 (P)
400 (Common) - 4/17/95 (P)
1000 (Common) - 5/24/95 (P)
2000 (Common) - 10/12/95 (P)
1500 (Common) - 2/12/96 (P)
330 (Common) - 4/16/96 (P) [/R]
<PAGE>
(x) (xi) (xii) (xiii)
Membership in Number of Business Arrangements for
13D Group to shares owned Transactions future employment
obtain by Associates with or business
adoption of (Business Novametrix or transactions with
(i) shareholders partners) of management Novametrix
Name proposal participant
Paul A. Cote Yes None None None
Joan P. Cote Yes None None None
Takuhe Ghugasian Yes None None None
Vartan Ghugasian Yes None None None
John Orestis Yes None None None
Thomas B. Dunham Yes None None None
Sandra Dunham Yes None None None
Armen Ghugasian Yes None None None
Richard Boulet Yes None None None
John F. Gross Yes None None None
Susan T. Gross Yes None None None
John & Susan
Gross (Jointly) Yes None None None
Dana Gross Yes None None None
Andrew Gross Yes None None None
Lillian I. Allen Yes None None None
John C. Allen Yes None None None
Roland R. Batson Yes None None None
Adrienne R. Emmi Yes None None None
Anthony N. Emmi Yes None None None
Donn Gifford Yes None None None
Linda Gifford Yes None None None
Robert R. Gladu Yes None None None
Ginette Gladu Yes None None None
Edgar Morin Yes None None None
Raymond E.
Robichaud Yes None None None
Normand F.
Doyon Yes None None None
Pauline G.
Doyon Yes None None None
Richard James Yes None None None
Diane James Yes None None None
William H.
Yes None None None
Lagerson [/R]
Pierre
Levesque Yes None None None
</TABLE>
PROXY
SOLICITED ON BEHALF OF NOVAMETRIX 13-D SHAREHOLDER GROUP
Directors
1. Election of three 3. In their discretion, the proxies of
each two directors for of them is authorized to vote upon such
3 year term each. other business as may properly come
Nominees: Dr. Vartan before the meeting, or any adjournments
Ghugasian and Paul Cote thereof.
and John Orestis.
[ ] For All Nominees 4. Please date and sign exactly as name
[ ] Withhold All Nominees appears hereon. Each executor,
administrator, trustee, guardian,
Or withhold Authority to attorney-in-fact and other fiduciary
vote for any of the following: should sign and indicate his or her full
title. Only one signature is required
[ ] Dr. Vartan Ghugasian in the case of stock ownership in the
[ ] Paul Cote name of two or more persons.
[ ] John Orestis
No. of Shares____________
Shareholder Name and Address
Proposals:
2. Approval of Shareholder
Proposal as set out below: ____________________________ _____________
Signature(s) Date
"The Shareholders urge the Board of Directors of the Company to take steps
necessary to initiate a program the objective of which is to maximize
shareholder values. Such program should require, as a first step, that the
directors engage the services of a qualified investment banker to evaluate
whether the current market quotations accurately reflect the true value of the
company and to propose a course of action based upon its findings. If the
proposal is approved by the shareholders and acted upon by the directors,
the directors should report the status of the program in the next quarterly
report to shareholders or by an equivalent timely communication."
For [ ] Against [ ] Abstain [ ]
PLEASE DATE AND SIGN THE CARD AND RETURN IT IN THE ENCLOSED ENVELOPE
(continued on reverse side)
<PAGE>
REVOCABLE PROXY
NOVAMETRIX MEDICAL SYSTEMS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF NOVAMETRIX 13-D SHAREHOLDER GROUP
The stockholder of Novametrix Medical Systems, Inc. (Novametrix) named
herein hereby appoints RICHARD BOULET and JOHN ORESTIS, or either of them with
full power of substitution as proxy to cast all votes which the said
stockholder is entitled to cast at the Annual Meeting of the Stockholders of
the Company to be held on October 9, 1996 or a rescheduled date in
Wallingford, Connecticut, and at any adjournments thereof, upon the matters
listed on the reverse side. The said stockholder hereby revokes any proxy or
proxies heretofore given.
When proxies are properly dated, executed and returned, the shares they
represent will be voted at the annual meeting in accordance with your
instructions as stockholders. If no specific instructions are given, the
shares will be voted FOR the election of the nominees for directors set forth
herein and FOR ratification of the proposal set forth herein. Any proxy given
by any stockholder may be revoked by the stockholder prior to its exercise
by voting in person at the annual meeting, by giving written notice to the
Secretary of Novametrix prior to the annual meeting or by giving a later dated
proxy.
13D SHAREHOLDERS GROUP
John C. Allen, Sr. Donn Gifford
Lillian I. Allen Linda Gifford
Roland R. Batson Ginette Gladu
Richard Boulet TO: All Sharholders Robert R. Gladu
Joan P. Cote Of Andrew Gross
Paul A. Cote Novametrix Medical Systems, Inc. Dana Gross
Normand F. Doyon John F. Gross
Pauline G. Doyon FROM: The Novametrix 13D Susan T. Gross
Sandra Dunham Shareholders Group Diane James
Thomas B. Dunham Richard James
Adrienne R. Emmi DATE: August 6, 1996 William Lagerson
Anthony N. Emmi Pierre Levesque
Armen Ghugasian Edgar Morin
Takuhe Ghugasian John Orestis
Vartan Ghugasian Raymond E. Robichaud
For some time now, a A substantial number of Novametrix
shareholders have become increasingly dissatisfied with Management's lack of
concern for interest in maximizing shareholder values
and concerns . To emphasize their concerns, On
April 17, 1996 the shareholders formed a so-called 13D Group, which now
represents including those listed on the letterhead of this letter,
representing about 9% of the Company's common shareholders, and filed the
scheudle with the Securities and Exchange Commission. The Group has now been
expanded to include approximately 15 16% of the
common shareholders stock of the Company. We want the
Company and its shareholders to prosper.
As you can see from the following material, we We have
encountered strong opposition and were rebuffed by Management in attempting to
present a Shareholder Proposal requesting company action on our concerns. As a
result of this opposition, we felt that:
1. Management had no real interest in the shareholder's
shareholders' concerns;
2. The Management's opposition was indicative of
a continuous attitude towards shareholders; and
3. The shareholders should We must take decisive
action . to correct the situation.
- WE NEED YOUR SUPPORT -
<PAGE>
In view of Management's continuing opposition, we feel there is only one way to
get company action on our concerns. This is to wage a proxy contest at this
year's Annual Shareholder Meeting and get true shareholder representation on
the Board of Directors. We seek the election of two directors at this year's
Annual Shareholder Meeting and we have proposed our own slate in the enclosed
proxy materials.
We urge you to read the enclosed proxy material carefully, and
if you share the Group's concerns, please sign the enclosed
proxy card and return it to us promptly in the enclosed envelope.
Let's elect two shareholder representatives to the board and send
a real message to Management.
You will be receiving from Management proxy material asking you to vote for
their slate of Directors. If you share our concerns, then DO NOT RETURN THE
MANAGEMENT PROXY. IF YOU DO, YOU MAY CANCEL YOUR VOTE FOR THE INDEPENDENT
DIRECTORS.
<PAGE>
WHAT HAS BEEN MANAGEMENT'S ATTITUDE TOWARD SHAREHOLDER CONCERNS?
We feel strongly that some of the shareholders most basic concerns are being
ignored by Management, such as:
* What are the Company's prospects?
* What is the Company actually worth?
* Does Management have a constructive program in place to enhance
shareholder values?
Before the 13D Group was formed to make the Shareholder Proposal, several
members of the Group attempted to have a constructive dialog with Management
about the members' concerns. Each was rebuffed. The Group was then organized
and filed a formal Shareholder Proposal with the Company to be included with
the proxy material the Management sends out to shareholders for the annual
meeting. The Proposal urged the directors to develop a program to maximize
shareholder values, including retention of an investment banking firm to
address these concerns on an organized basis. A copy of the Proposal is
included in our proxy statement. The Management flatly refused to include the
Group's Proposal with their proxy materials on the ground that the Proposal
involved matters in the ordinary course of business.
WHY WE BELIEVE MANAGEMENT IS FREE TO ACT ARBITRARILY
The reason is that the bylaws and Articles of Incorporation of
the Company are structured so that Management and Directors can
apparently operate almost as they see fit without any real control by
shareholders. For example:
1. Management has nominated the directors and elects them routinely with
your proxies.
2. Directors themselves can change their total number between
three and nine at any time without the approval of the shareholders.
3. Directors can change the bylaws at any time without the approval of
the shareholders.
4. Shareholders cannot change the bylaws or the Articles of
Incorporation unless they get approval of 80% of all shareholders.
5. Management can call a special meeting of shareholders any time to
discuss their own proposals.
6. Shareholders cannot call a special meeting to discuss their proposals
or their dissatisfaction with Management unless:
a. the directors agree to it; or
b. they can get 80% of all shareholders to agree.
As a result of these one-sided restrictions, we believe Management is operating
as if it were sheltered behind a form of Iron Curtain. The shareholders, on
the other hand, are on the outside, looking in.
HOW HAS MANAGEMENT EXERCISED ITS POWERS?
After we formed our 13D Shareholders Group on April 17, 1996, Management
tried to take away the ultimate power we have as shareholders to elect the
members of the Board of Directors. Although management's proxy statements in
1994 and 1995 promised the shareholders that three existing Class A Directors
would be up for election at the 1996 Annual Meeting of Shareholders, just two
months ago the Board of Directors took away from the shareholders the decision
of whether Steven Shulman would continue as a Director. Instead, they appointed
Mr.Shulman a Director and limited the number of Directors to stand for election
at the Shareholder Meeting to two, rather than three, of the six member Board.
By doing so, the existing Board was able to prevent Shareholders from electing
at the Shareholders Meeting one half of the Board of Directors. Management
was able to ensure its hand-picked candidates would comprise a majority of the
Board of Directors.
What's more, Mr. Shulman will now serve, in effect, a four year term. This is
contrary to the Certificate of Incorporation of the Company, which was the
basis on which the Company was formed. The Certificate limits the term to
three years. We believe it also violates the Bylaws of the Company and the
Securities laws. It is as if the Vice President of the United States said that
the President would serve a four year term until 1997 rather than stand for
election in 1996. This undemocratic action by the Board of Directors should
not be permitted.
WHAT CAN THE SHAREHOLDERS DO ABOUT IT?
It is clear to us that the shareholders have little say in the
Company, and, under the present restrictions, probably never will have a
significant voice. We asked for a chance to bring before all the shareholders in
the annual proxy statement a perfectly reasonable proposal and were turned down
flat. With such a precedent, it appears that shareholder
proposals are likely to meet with resistance from Management in the future.
To have any meaningful voice at all in this Company, the shareholders must have
representation on the Board of Directors, through directors they nominate and
choose. Without that, we feel very strongly that we are just
captives of Management and their handpicked Board of Directors. After all, we
are supposed to own this Company and we are entitled to have a management that
is responsive to shareholder interests. We believe that the
present system is excessively management-oriented and not in the best interests
of the Company and its shareholders. In fact, two of the current directors do
not even own any stock in the Company. Make no mistake: Management has clearly
demonstrated to us that it wants no input or interference from
shareholders. Let's change that.
WE NEED TO ELECT REAL SHAREHOLDER REPRESENTATIVES TO THE BOARD OF DIRECTORS
We believe this is the only way to create an effective shareholder voice in
this company. This year there will be three two directors
elected at the Annual Meeting. As usual, Management will hand-pick its own
slate and send it to you for your vote. If we do not present an opposing slate
of candidates, the Management slate will be elected as usual - and the current
Management attitude will continue unchanged. In our opinion,
Your your vote will have had no significance . in
our opinion.
If you agree with the Group's concerns and want to create real shareholder
interest in this company, then we urge you to vote for the 13D
slate of candidates. They are:
Dr. Vartan Ghugasian
Paul A. Cote
We urge you to review the materials enclosed regarding them.
You will be receiving from Management proxy material asking you to vote
for their slate of Directors. If you share our concerns, then DO NOT
RETURN THE MANAGEMENT PROXY. IF YOU DO, YOU MAY CANCEL YOUR VOTE FOR THE
INDEPENDENT DIRECTORS.
