<PAGE>
SCHEDULE 14A INFORMATION
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NOVAMETRIX MEDICAL SYSTEMS INC.
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(Name of Registrant as Specified In Its Charter)
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<PAGE>
NOVAMETRIX
MEDICAL SYSTEMS INC.
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FOR IMMEDIATE RELEASE:
JUNE 4, 1996
NOVAMETRIX ANNOUNCES FDA APPROVAL OF NEW SYSTEM
WALLINGFORD, CT., June 4, 1996 -- NOVAMETRIX MEDICAL SYSTEMS INC. (NASDAQ: NMTX)
today announced it has received approval from the FDA to market its new
VenTrak sm Model 1550 monitoring system.
The Model 1550 combines Novametrix' unique patented mainstream carbon dioxide
and airway flow monitoring technologies to provide continuous measurements of
pulmonary dead space and carbon dioxide production (SBCO2 single breath CO2
measurements).
Philip Nuzzo, Director of Marketing commented, "Novametrix has just received a
very important approval to market a product which incorporates new parameters
heretofore unavailable in a bedside monitor. The real time knowledge of
pulmonary dead space, the portion of a patient's lungs which do not participate
in gas exchange, concurrently with CO2 production, the volume of CO2 exhaled by
the patient, and the impact on each parameter by ventilator changes, provides
the bedside clinician with very important feedback to optimize the patient's
care. Use of the VenTrak 1550 should enhance patient care by minimizing the
trauma, length of stay and the cost associated with mechanical ventilation."
NOVAMETRIX MEDICAL SYSTEMS INC. is a leading designer, developer, manufacturer
and marketer of medical electronic instruments and sensors which non-invasively
and continuously assess a critically ill patient's oxygen, carbon dioxide and
respiratory mechanics. The Company's products are primarily used in operating
rooms, intensive care units, respiratory care departments and emergency rooms
and for patient transport.
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1 BARNES INDUSTRIAL PARK ROAD P.O. BOX 690 WALLINGFORD, CT 06492
USA 203-265-7701 FAX 203-284-0753
<PAGE>
NOVAMETRIX
MEDICAL SYSTEMS INC.
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FOR IMMEDIATE RELEASE
JUNE 19, 1996
NOVAMETRIX REPORTS FISCAL 1996 INCREASES
WALLINGFORD, CT., June 19, 1996 -- NOVAMETRIX MEDICAL SYSTEMS INC. (NASDAQ:
NMTX) today announced results for the fourth quarter and fiscal year ended
April 28, 1996.
Net revenue for the 1996 fiscal year increased to $25,274,000 compared to $24,
043,000 reported for the prior year. Net revenue for the fourth quarter of
fiscal 1996 increased to $6,800,000 compared to $6,605,000 for the fourth
quarter of fiscal 1995.
Net income for 1996 was $3,117,000 or $0.39 per share, compared to $1,604,000 or
$0.21 per share reported for the prior fiscal year. Net income for the fourth
quarter of the current fiscal year was $1,775,000 or $0.21 per share, compared
to $665,000 or $0.08 per share fully diluted, reported for the fourth quarter of
the prior year, 1996 results for both the fourth quarter and the total year
include the realization of $1,020,000 of deferred income tax benefit. Before
this benefit, net income increased by 31% to $2,097,000 or $0.26 per share for
the current fiscal year, and to $755,000 or $0.09 per share for the fourth
quarter of 1996, on a fully diluted basis.
William J. Lacourciere, Chairman of the Board, President and Chief Executive
Officer, commenting on the results stated, "We are pleased to report continued
improvement in revenue and earnings, particularly pre-tax income, which grew by
30% compared to fiscal 1995. Reported after-tax earnings this year include $1.0
million of deferred tax benefits realized because of our improvement in
profitability. The Company still retains approximately $13.0 million in net
operating loss tax carryforwards, and has additional tax credits available for
utilization in future periods. It is interesting to note that our pre-tax
earnings of $771,000 in the 4th quarter of 1996 exceeded our total year earnings
for fiscal 1994."
He continued "Another area of the Company focused on in fiscal 1996 was Research
and Development. On May 29th, we received Food and Drug Administration approval
to market the first of our new products which combine airway flow with expired
CO2. For the first time airway deadspace, a derivative of this combination of
parameters which will aid ventilator management and patient weaning, is
available to the clinician on real-time basis at the patient's bedside. This
significant milestone uniquely positions the Company with a new technology
platform, providing the basis for development of future additional derivatives
of this combined technology." The Company also announced that the annual meeting
of stockholders has been scheduled to be held on October 9, 1996 in Wallingford,
Connecticut.
NOVAMETRIX MEDICAL SYSTEMS INC. is a leading designer, developer, manufacturer
and marketer of medical electronic instruments and sensors which non-invasively
and continuously assess a critically ill patient's oxygen, carbon dioxide and
respiratory mechanics. The Company's products are primarily used in operating
rooms, intensive care units, respiratory care departments and emergency rooms
and for patient transport.
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1 BARNES INDUSTRIAL PARK ROAD P.O. BOX 690 WALLINGFORD, CT 06492
USA 203-265-7701 FAX 203-284-0753
<PAGE>
NOVAMETRIX MEDICAL SYSTEMS INC.
CONSOLIDATED STATEMENTS OF INCOME
(000'S)
<TABLE>
<CAPTION>
QUARTER ENDED FISCAL YEAR ENDED
4/28/96 4/30/95 4/28/96 4/30/95
------- ------- ------- -------
<S> <C> <C> <C> <C>
Revenue.............................. $6,800 $6,605 $25,274 $24,043
Cost and Expenses:
Cost of products sold........... 2,897 2,866 10,929 10,555
Research and product
development.................. 716 678 2,714 2,419
Selling, general and
administrative............... 2,337 2,280 9,137 8,978
Interest........................ 67 82 287 373
Other........................... 12 9 70 74
------- ------- ------- -------
6,029 5,915 23,137 22,399
INCOME BEFORE INCOME TAXES........... 771 690 2,137 1,644
Income taxes -- current.............. (1,004) 25 ($980) 40
------- ------- ------- -------
NET INCOME........................... $1,775 $ 665 $ 3,117 $ 1,604
------- ------- ------- -------
------- ------- ------- -------
Net Income Per Common Share
Primary........................ $0.21 $0.09 $0.39 $0.21
Fully Diluted.................. $0.21 $0.08 $0.39 $0.21
Weighted Average Shares of
Common Stock Outstanding
Primary........................ 8,348,135 7,764,049 8,076,717 7,649,946
Fully Diluted.................. 8,348,135 7,973,484 8,093,204 7,768,843
</TABLE>
<PAGE>
NOVAMETRIX
MEDICAL SYSTEMS INC.
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FOR IMMEDIATE RELEASE
JULY 8, 1996
NOVAMETRIX ANNOUNCES OEM MARKETING AGREEMENT
WITH JOHNSON & JOHNSON MEDICAL, INC.
WALLINGFORD, CT., July 8, 1996 -- NOVAMETRIX MEDICAL SYSTEMS INC. (NASDAQ: NMTX)
today announced that it has signed a Marketing Agreement to supply Johnson &
Johnson Medical, Inc. (JJMI) with mainstream CO2 sensors and monitors. The
five-year multi-million dollar Agreement will allow JJMI to incorporate
Novametrix's solid state CO2 technology (capnography) into their future patient
monitoring products. JJMI's decision to incorporate Novametrix's proprietary
technology into their patient monitoring products was driven by the increasing
demand by the marketplace for capnography as a vital parameter for monitoring
ventilated patients.
Dominic Corsale, a spokesperson for the Company, stated, "We are pleased to add
Johnson & Johnson Medical, Inc. to our growing list of OEM customers,
strengthening Novametrix's position as the world's leading supplier of
capnography products. JJMI chose Novametrix's technology because of its proven
history of reliability, durability and ease of use. Initial shipments should
begin in July."
NOVAMETRIX MEDICAL SYSTEMS INC. is a leading designer, developer, manufacturer
and marketer of medical electronic instruments and sensors which non-invasively
and continuously assess a critically ill patient's oxygen, carbon dioxide and
respiratory mechanics. The Company's products are primarily used in operating
rooms, intensive care units, respiratory care departments and emergency rooms
and for patient transport.
# # # END # # #
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1 BARNES INDUSTRIAL PARK ROAD P.O. BOX 690 WALLINGFORD, CT 06492
USA 203-265-7701 FAX 203-284-0753
<PAGE>
NOVAMETRIX
MEDICAL SYSTEMS INC.
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FOR IMMEDIATE RELEASE:
AUGUST 6, 1996
NOVAMETRIX ANNOUNCES ISO 9001 CERTIFICATION
WALLINGFORD, CT., August 6, 1996 -- NOVAMETRIX MEDICAL SYSTEMS INC. (NASDAQ:
NMTX) announced today that it has received notification by the British Standards
Institute (BSI) of compliance to the ISO 9001 Quality Management System. ISO is
the International Standards Organization which has established a quality system
which meets the criteria set by all European countries, the USA, Japan and
others. ISO 9001 is the most comprehensive of ISO 9000 standards. ISO 9001
Certification recognizes Novametrix's design, development, manufacturing and
service organizations have complied with a stringent quality standard.
Robert Schiffman, Novametrix's Manager of Quality Assurance, stated, "Gaining
ISO 9001 Certification virtually eliminates all barriers to trade in Western
Europe. Where in the past it may have taken 6 months to 2 years to receive
approval to market products in certain countries, now, approval is immediate."
Mr. Schiffman continued, "This achievement has been accomplished through a nine
month effort by the entire Company. Also, we are pleased to note the Company
received invaluable cooperation and assistance from the State of Connecticut
Department of Labor and Central Connecticut State University."
NOVAMETRIX MEDICAL SYSTEMS INC. is a leading designer, developer, manufacturer
and marketer of medical electronic instruments and sensors which non-invasively
and continuously assess a critically ill patient's oxygen, carbon dioxide and
respiratory mechanics. The Company's products are primarily used in operating
rooms, intensive care units, respiratory care departments and emergency rooms
and for patient transport.
# # # END # # #
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1 BARNES INDUSTRIAL PARK ROAD P.O. BOX 690 WALLINGFORD, CT 06492
USA 203-265-7701 FAX 203-284-0753
<PAGE>
NOVAMETRIX
MEDICAL SYSTEMS INC.
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August 9, 1996
Dear Stockholder:
As part of an effort to disseminate newsworthy information to stockholders, I am
pleased to provide you with copies of press releases highlighting recent events.
Enclosed you will find the following:
AUGUST 6, 1996 -- Novametrix announces receipt of notification by the British
Standards Institute of Compliance to the ISO 9001 Quality Management System, an
important certification which will accelerate approval of our products in
certain European countries.
JULY 8, 1996 -- Novametrix announces the signing of an OEM Marketing Agreement
with Johnson & Johnson Medical, Inc.
JUNE 19, 1996 -- Novametrix announces results for the fourth quarter and fiscal
year ended April 28, 1996. Highlights include a 30% increase in pre-tax income
compared to fiscal 1995.
JUNE 4, 1996 -- Novametrix announces FDA approval to market its new Ventrak
Model 1550 Monitoring System, a bedside ventilation system which will help
clinicians more accurately monitor the impact of Co2 production and gas
exchange.
We are proud of these accomplishments and, with the merger pending, look forward
to the challenges ahead. It's an exciting time for Novametrix and as events
unfold we will continue to keep you informed.
On behalf of the Board of Directors and Management of Novametrix, I thank you
for your interest and support.
Sincerely,
William J. Lacourciere
President and Chief Executive Officer
Under applicable regulations of the Securities and Exchange Commission, the
Company and the current Directors may be deemed to be "participants" in the
Company's solicitation efforts at the upcoming Annual meeting. The current
Directors beneficially own, collectively in the aggregate, including shares that
may be acquired under currently exercisable warrants and options, approximately
9.5% of the outstanding common stock of the Company.
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1 BARNES INDUSTRIAL PARK ROAD P.O. BOX 690 WALLINGFORD, CT 06492
USA 203-265-7701 FAX 203-284-0753
