<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 6)
Novametrix Medical Systems Inc.
----------------------------------------
(Name of Issuer)
Common Stock, par value $.01
----------------------------------------
(Title of Class of Securities)
669870-10-7
----------------------------------------
(CUSIP Number)
Check the following box if a fee is being paid with the statement / /. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Page 1 of 5 Pages)
<PAGE> 2
Schedule 13G
CUSIP No. 669870107
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William J. Lacourciere
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
BENEFICIALLY OWNED 5. SOLE VOTING POWER
BY EACH REPORTING 396,638
PERSON WITH
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
396,638
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
396,638
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
/X/
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.5%
12. TYPE OF REPORTING PERSON
IN
(Page 2 of 5 Pages)
<PAGE> 3
Schedule 13G
CUSIP No. 669870107
Item 1(a). Name of Issuer
The name of the issuer is Novametrix Medical
Systems Inc. ("Novametrix").
Item 1(b). Address of Issuer's Principal Executive
Offices
The principal executive offices of Novametrix
are located at One Barnes Industrial Park Road, Wallingford,
Connecticut 06492.
Item 2(a). Name of Person Filing
This statement is being filed by William J.
Lacourciere.
Item 2(b). Address of Principal Business Office or, if
none, Residence
The address of the principal business office of
William J. Lacourciere is One Barnes Industrial Park Road, Wallingford,
Connecticut 06492.
Item 2(c). Citizenship
William J. Lacourciere is a citizen of the
United States.
Item 2(d). Title of Class of Securities
The securities to which this statement relates are
shares of the common stock, $.01 par value (the "Common Stock"), of Novametrix.
Item 2(e). CUSIP Number
The CUSIP number of the Common Stock is 669870107.
Item 3. If this statement is filed pursuant to Rules
13d-1(b), or 13d-2(b), check whether the person
filing is a:
Not applicable.
Item 4. Ownership
(a) As of December 31, 1994, William J.
Lacourciere owned beneficially 396,638 shares (the "Shares") of Common Stock.
(b) The Shares represent approximately 6.5%
of the class of Common Stock.
(Page 3 of 5 Pages)
<PAGE> 4
Schedule 13G
CUSIP No. 669870107
(c) As of December 31, 1994, William J. Lacourciere
had sole power to vote or to direct the voting of the Shares and had the sole
power to dispose of or to direct the disposition of the Shares. The Shares
include 304,078 shares of Common Stock which would result from the exercise of
warrants at an exercise price of $.89 per share, 1,000 shares of Common stock
which would result from the exercise of Class A Warrants at an exercise price of
$4.95 per share, 1,000 share of Common Stock which would result from the
exercise of Class B Warrants at an exercise price of $5.85 and 5,035 shares of
Common Stock owned through the Novametrix Employee Stock Ownership Plan (the
"ESOP"). The Shares do not include 38,889 shares held by the ESOP, with
respect to which Mr. Lacourciere, as co-trustee, had shared voting and
investment power.
Item 5. Ownership of Five Percent or Less of a Class
Not applicable.
Item 6. Ownership of More Than Five Percent on Behalf
of Another Person
Not applicable.
Item 7. Identification and Classification of the
Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company
Not applicable.
Item 8. Identification and Classification of Members
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
Not applicable.
(Page 4 of 5 Pages)
<PAGE> 5
Schedule 13G
CUSIP No. 669870107
SIGNATURE
After reasonable 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.
Dated: February 13, 1996
/s/ William J. Lacourciere
------------------------------
William J. Lacourciere
(Page 5 of 5 Pages)
