SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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240.14a-12
NOVAMETRIX MEDICAL SYSTEMS INC.
...............................................................................
(Name of Registrant as Specified In Its Charter)
...............................................................................
(Name of Person(s) Filing Proxy Statement if Other than the Registrant)
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[ ] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
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Rule 14a-6(i)(3).
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<PAGE>
November 20, 1996
Dear Fellow Stockholders:
At our annual meeting on Monday, we will consider one of the
most important decisions in the Company's history, the merger with
Andros. I am therefore imposing on your attention one last time to
solicit your support.
As many of you know, I have been with the Company since 1978,
and I have had the privilege and responsibility of being Chief
Executive Officer since 1991. Over the last five years, with the
help of a dedicated group of employees, we have brought the Company
back from the brink of bankruptcy to a solid financial and
competitive footing. We have returned the Company to profitability,
increased stockholders' equity, introduced new products and raised
the market price of our stock so it is trading well above the
average P/E ratio for our industry. As a result, we are now in a
position to triple our size through the Andros merger, and to open a
new chapter in the Company's history.
If the merger were not approved, I am confident the Company
would continue to grow, although at a slower rate than it would with
the merger. But I do not foresee the Company soon achieving the
level of value we stockholders are all hoping for without the
increase in revenues and earnings that will result from the Andros
merger.
The 13D Group apparently believes that there is another
alternative to the Andros merger: a sale of the Company at a
significant premium over the market price.
I personally own over 350,000 shares of the Company's stock.
Like the 13D Group, I would like to believe that my stock could be
sold for $10 to $12 per share. But after examining industry
transactions over the past several years, neither I nor our
investment bankers believe the Company can be sold for a significant
premium over the current market price. Therefore, in order to
realize what we believe is the inherent value of the Company - its
products, its research and development, its dedicated employees and
loyal customers - we are pushing ahead with our plan to create value
through the Andros merger.
I have devoted the last 18 years of my life to this Company,
and I firmly believe the Andros merger will enhance value for all
stockholders. I hope you will agree with me, and give your proxy to
management.
Since time is short and your vote important, we have
established a method to enable you to vote via toll-free ProxyGram.
To be sure your vote is received in time, we urge you to vote today.
Please take a few minutes of your time to follow the simple steps
listed below.
Thank you for your support.
Sincerely yours,
William J. Lacourciere
Chairman of the Board,
President and Chief
Executive Officer
<PAGE>
TOLL-FREE PROXYGRAM OPERATORS WHO ARE INDEPENDENT OF THE COMPANY
ARE AVAILABLE TO ASSIST YOU NOW!!!
INSTRUCTIONS
1. Call Toll-Free 1-800-437-7699 between 8:00 a.m. and 12:00
midnight eastern time.
2. Tell the operator that you wish to send a collect ProxyGram to
ID No. 4294, Novametrix Medical Systems Inc.
3. State your name, address and telephone number.
4. State your confidential account number and number of shares
as shown below:
Confidential Account Number: <AcctNum>
Number of shares: <NumShares>
5. By giving the information called for by items 3 to 4, you
indicate your present intention to authenticate the proxy as
genuine and effective, just as if you had manually signed and
returned the proxy card.
If you need assistance in voting, please call our solicitor,
Georgeson & Company Inc., toll-free at 1-800-223-2064.
NOVAMETRIX MEDICAL SYSTEMS INC.
PROXY - Annual Meeting of Stockholders - November 25, 1996
COMMON STOCK
[Text of Proxy Card]
