SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
Novametrix Medical Systems Inc.
(Name of Issuer)
Common Stock, $.01 par value per share
(Title of Class of Securities)
669870 10 7
(CUSIP Number)
Paul Jacobs, Esq.
Fulbright & Jaworski L.L.P.
666 Fifth Avenue
New York, New York 10103
(212) 318-3000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 7, 1998
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 20 Pages)
* 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 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>
SCHEDULE 13D
CUSIP No. 669870 10 7 Page 2 of 20 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Elliott Associates, L.P., a Delaware limited partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER 7 SOLE VOTING POWER
OF 126,350
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 126,350
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
126,350
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4%
14 TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
-2-
<PAGE>
SCHEDULE 13D
CUSIP No. 669870 10 7 Page 3 of 20 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Westgate International, L.P., a Cayman Islands limited partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, British West Indies
NUMBER 7 SOLE VOTING POWER
OF 0
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 126,600
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 0
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH 126,600
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
126,600
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4%
14 TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
-3-
<PAGE>
SCHEDULE 13D
CUSIP No. 669870 10 7 Page 4 of 20 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Martley International, Inc., a Delaware corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER 7 SOLE VOTING POWER
OF 0
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 126,600
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 0
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH 126,600
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
126,600
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4%
14 TYPE OF REPORTING PERSON*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
-4-
<PAGE>
SCHEDULE 13D
CUSIP No. 669870 10 7 Page 5 of 20 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Thomas J. Abbenante
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER 7 SOLE VOTING POWER
OF 48,375
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 48,375
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,375
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5%
14 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
-5-
<PAGE>
SCHEDULE 13D
CUSIP No. 669870 10 7 Page 6 of 20 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Louis P. Pellegrino Family Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
NUMBER 7 SOLE VOTING POWER
OF 181,121
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 181,121
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
181,121
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%
14 TYPE OF REPORTING PERSON*
OO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
-6-
<PAGE>
SCHEDULE 13D
CUSIP No. 669870 10 7 Page 7 of 20 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Pellegrino Irrevocable Insurance Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
NUMBER 7 SOLE VOTING POWER
OF 50,000
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 50,000
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
14 TYPE OF REPORTING PERSON*
OO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
-7-
<PAGE>
SCHEDULE 13D
CUSIP No. 669870 10 7
Item 1. Security and Issuer.
This statement relates to the common stock, $.01 par value per
share ("Common Stock"), of Novametrix Medical Systems Inc., a
Delaware corporation (the "Issuer"), whose principal executive
offices are located at 5 Technology Drive, Wallingford,
Connecticut 06492.
Item 2. Identity and Background.
(a)-(c) The names of the persons filing this statement on Schedule
13D are: Elliott Associates, L.P., a Delaware limited partnership
and its wholly-owned subsidiaries (collectively, "Elliott");
Westgate International, L.P., a Cayman Islands limited partnership
("Westgate"); Martley International, Inc., a Delaware corporation
("Martley"); Thomas J. Abbenante ("Abbenante"); Louis P.
Pellegrino Family Trust, a trust organized under the laws of the
State of Connecticut (the "Family Trust"); and Pellegrino
Irrevocable Insurance Trust, a trust organized under the laws of
the State of Connecticut (the "Insurance Trust").
Paul E. Singer ("Singer") and Braxton Associates, L.P., a
Delaware limited partnership ("Braxton LP"), which is controlled
by Singer, are the general partners of Elliott. Hambledon, Inc., a
Cayman Islands corporation ("Hambledon"), is the sole general
partner of Westgate. Martley is the investment manager for
Westgate. Martley expressly disclaims equitable ownership of and
pecuniary interest in any Common Stock.
Abbenante and Peter J. Pellegrino ("Pellegrino") are the
co-trustees of the Family Trust. Abbenante is the sole trustee of
the Insurance Trust.
Each of Elliott, Westgate, Martley, Abbenante, the Family
Trust and the Insurance Trust may hereinafter also be referred to
as a "Reporting Person" and, collectively, as the "Reporting
Persons."
Elliott
The business address of Elliott is 712 Fifth Avenue, 36th
Floor, New York, New York 10019. The principal business of Elliott
is to purchase, sell, trade and invest in securities.
Singer
The business address of Singer is 712 Fifth Avenue, 36th
Floor, New York, New York 10019. The principal occupation or
employment of Singer is serving as general partner of Elliott and
Braxton LP and President of Martley.
Braxton LP
The business address of Braxton LP is 712 Fifth Avenue, 36th
Floor, New York, New York 10019. The principal business of Braxton
LP is the furnishing of investment advisory services.
-8-
<PAGE>
The names, business addresses, and present principal
occupation or employment of the general partners of Braxton LP are
as follows:
Paul E. Singer
712 Fifth Avenue, 36th Floor
New York, New York 10019
General partner of Elliott and Braxton LP and
President of Martley
Braxton Associates, Inc.
712 Fifth Avenue, 36th Floor
New York, New York 10019
General partner of Braxton LP
The name, business address and present principal occupation
or employment of each director and executive officer of Braxton
Associates, Inc. are as follows:
Paul E. Singer
712 Fifth Avenue
36th Floor
New York, New York 10019
General partner of Elliott and Braxton LP and
President of Martley
Westgate
The business address of Westgate is Westgate International,
L.P., c/o Midland Bank Trust Corporation (Cayman) Limited, P.O.
Box 1109, Mary Street, Grand Cayman, Cayman Islands, British West
Indies. The principal business of Westgate is to purchase, sell,
trade and invest in securities.
The name, business address, and present principal occupation
or employment of the general partner of Westgate are as follows:
Hambledon, Inc.
c/o Midland Bank Trust Corporation (Cayman) Limited
P.O. Box 1109
Mary Street
Grand Cayman
Cayman Islands
British West Indies
General partner of Westgate
Hambledon
The business address of Hambledon is c/o Midland Bank Trust
Corporation (Cayman) Limited, P.O. Box 1109, Mary Street, Grand
Cayman, Cayman Islands, British West Indies. The principal
business of Hambledon is to serve as general partner of Westgate.
The name, business address, and present principal occupation
or employment of each director and executive officer of Hambledon
are as follows:
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<PAGE>
Paul E. Singer
712 Fifth Avenue
36th Floor
New York, New York 10019
General partner of Elliott and Braxton LP and
President of Martley
Martley
The business address of Martley is 712 Fifth Avenue, 36th
Floor, New York, New York 10019. The principal business of Martley
is to act as investment manager for Westgate.
The name, business address, and present principal occupation
or employment of each director and executive officer of Martley
are as follows:
Paul E. Singer
712 Fifth Avenue
36th Floor
New York, New York 10019
General partner of Elliott and Braxton LP and
President of Martley
Abbenante
The business address of Abbenante is 11 Business Park Drive,
Branford, Connecticut 06405. The principal occupation or
employment of Abbenante is Chairman of the Board of Ivy Biomedical
Systems, Inc.
The Family Trust
The business address of the Family Trust is Louis P.
Pellegrino Family Trust, c/o Thomas J. Abbenante, as Co-Trustee,
11 Business Park Drive, Branford, Connecticut 06405. The principal
business of the Family Trust is the holding and management of
investments for the benefit of the beneficiaries of the Family
Trust.
The names, business addresses, and present principal
occupation or employment of the co-trustees of the Family Trust
are as follows:
Thomas J. Abbenante
11 Business Park Drive
Branford, Connecticut 06405
Chairman of the Board of Ivy
Biomedical Systems, Inc.
Peter J. Pellegrino
28 Apple Lane
Branford, Connecticut 06405
Accountant
-10-
<PAGE>
The Insurance Trust
The business address of the Insurance Trust is Pellegrino
Irrevocable Insurance Trust, c/o Thomas J. Abbenante, as Trustee,
11 Business Park Drive, Branford, Connecticut 06405. The principal
business of the Insurance Trust is the holding and management of
investments for the benefit of the beneficiaries of the Insurance
Trust.
The names, business addresses, and present principal
occupation or employment of the trustee of the Insurance Trust are
as follows:
Thomas J. Abbenante
11 Business Park Drive
Branford, Connecticut 06405
Chairman of the Board of Ivy
Biomedical Systems, Inc.
(d)-(e) During the last five years, none of the persons or
entities above has been (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) a
party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was
or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, Federal or State securities laws or finding any
violation with respect to such laws.
(f) All of the natural persons listed above are citizens of the
United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
The source and amount of funds used by Elliott in making
purchases of Common Stock beneficially owned by it are set forth
below:
Source of Funds Amount of Funds
Margin accounts maintained at
Merrill Lynch, Paine Webber,
Prudential and Smith Barney $986,394.64
The source and amount of funds used by Westgate in making
purchases of Common Stock beneficially owned by it are set forth
below:
Source of Funds Amount of Funds
Margin accounts maintained at
Merrill Lynch, Paine Webber,
Prudential and Smith Barney $989,178.13
The source and amount of funds used by Abbenante in making
purchases of Common Stock beneficially owned by it are set forth
below:
Source of Funds Amount of Funds
Margin account maintained at
Brean Murray & Co., Inc. $388,638.65
-11-
<PAGE>
The acquisition of Common Stock beneficially owned by the
Family Trust did not involve purchases. Shares of Common Stock and
the Warrants (as defined below) were deposited into the Family
Trust upon the death of the grantor.
The acquisition of Common Stock beneficially owned by the
Insurance Trust did not involve purchases. Shares of Common Stock
were deposited into the Insurance Trust upon the death of the
grantor.
Item 4. Purpose of Transaction.
The shares of Common Stock purchased by the Reporting Persons
have been acquired as part of a plan which includes the Reporting
Persons' demands that (i) the Reporting Persons be represented on
the Issuer's Board of Directors by designees of the Reporting
Persons, in place of the Issuer's Chairman of the Board and other
directors who have historically supported management, and (ii) the
Issuer's senior management team be replaced.
The Reporting Persons believe that the Issuer's senior
management team lacks the vision and the ability to lead the
Issuer and grow its business in an increasingly competitive
environment. The Reporting Persons further believe that the
Issuer's current management team has failed to fully exploit the
Issuer's technology, failed to recognize the Issuer's need to
expand significantly its product offerings and failed to position
the Issuer as a diversified medical products company. The
Reporting Persons believe that a new management team must be put
into place in order for the Issuer to realize fully its potential
as a global, diversified force in the medical products industry.
Through their representation on the Issuer's Board of
Directors, the Reporting Persons intend to encourage the Issuer
and this new management team to explore various strategic
alternatives, including the acquisition of complementary
businesses, the establishment of joint ventures and marketing
arrangements and possible business combinations involving the
Issuer. The Reporting Persons have not decided upon any specific
individuals to replace the senior management of the Issuer or any
specific plan or proposal with respect to the business of the
Issuer. There can be no assurance that any plan or proposal for a
strategic alternative will be developed or that, if developed,
will be beneficial to the Issuer and its stockholders.
The Reporting Persons have sent to each member of the Board
of Directors of the Issuer a letter in the form attached hereto as
Exhibit A, regarding the foregoing. In the event that the Issuer's
Board of Directors declines to meet with the Reporting Persons and
comply with their demands, the Reporting Persons are prepared to
take any and all actions necessary to obtain the desired
representation of the Board of Directors and to replace the
current senior management team for the reasons outlined above.
Depending on market conditions and other factors that he or
it may deem material, each of the Reporting Persons may purchase
additional shares of Common Stock in the open market, in private
transactions or by any other permissible means if deemed advisable
or may dispose of all or a portion of the shares of Common Stock
that are presently owned or hereafter acquired.
-12-
<PAGE>
Other than as described in this Item 4, none of the Reporting
Persons has any present plans or proposals which relate to or
would result in any of the actions set forth in subparagraphs (a)
through (j) of Item 4.
Item 5. Interest in Securities of the Issuer.
(a) Elliott beneficially owns 126,350 shares of Common Stock,
constituting approximately 1.4% of the outstanding shares of
Common Stock.
Westgate beneficially owns 126,600 shares of Common Stock,
constituting approximately 1.4% of the outstanding shares of
Common Stock.
Abbenante beneficially owns 48,375 shares of Common Stock,
constituting approximately 0.5% of the outstanding shares of
Common Stock.
The Family Trust beneficially owns 181,121 shares of Common
Stock, constituting approximately 2.0% of the outstanding shares
of Common Stock. This includes 135,121 shares of Common Stock
underlying certain warrants to purchase shares of Common Stock
(the "Warrants") at an exercise price equal to $.89 per share. The
Warrants expire on December 28, 1999.
The Insurance Trust beneficially owns 50,000 shares of Common
Stock, constituting approximately 0.6% of the outstanding shares
of Common Stock.
The Reporting Persons together beneficially own 532,446
shares of Common Stock, constituting approximately 6.0% of the
outstanding shares of Common Stock. Each of Elliott, Westgate and
Martley disclaims beneficial ownership of any and all shares of
Common Stock beneficially owned by any of the other Reporting
Persons. Abbenante disclaims beneficial ownership of any and all
shares of Common Stock beneficially owned by any of Elliott,
Westgate and Martley. Each of the Family Trust and the Insurance
Trust disclaims beneficial ownership of any and all shares of
Common Stock beneficially owned by any of the other Reporting
Persons. However, the Reporting Persons may nevertheless be deemed
to constitute a group by reason of their acting together for the
purposes set forth in Item 4 above.
All percentage calculations are based upon 8,812,993 shares
of Common Stock issued and outstanding as of February 28, 1998, as
reported by the Issuer in its Quarterly Report on Form 10-Q for
the quarterly period ended February 1, 1998.
(b) Elliott has the power to vote or direct the vote of, and to
dispose of or direct the disposition of, the shares of Common
Stock beneficially owned by it.
Westgate has the shared power with Martley to vote or direct
the vote of, and to dispose of or direct the disposition of, the
shares of Common Stock owned by Westgate. Information regarding
each of Westgate and Martley for the purposes of this subparagraph
(b) of this Item 5 is set forth in Item 2 above and expressly
incorporated by reference herein.
Abbenante has the power to vote or direct the vote of, and to
dispose of or direct the disposition of, the shares of Common
Stock beneficially owned by him.
Abbenante has the shared power with Pellegrino to vote or
direct the vote of, and to dispose of or direct the disposition
of, the shares of Common Stock beneficially owned by the Family
Trust. Information regarding each of Abbenante
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<PAGE>
and Pellegrino for
the purposes of this subparagraph (b) of this Item 5 is set forth
in Item 2 above and expressly incorporated by reference herein.
Abbenante has the power to vote or direct the vote of, and to
dispose of or direct the disposition of, the shares of Common
Stock beneficially owned by the Insurance Trust.
(c) A summary of the transactions effected by each of the
Reporting Persons during the past sixty (60) days is set forth on
Exhibit B attached hereto. These transactions were effected by the
Reporting Persons on the Nasdaq National Market. No other
transactions were effected by any of the Reporting Persons during
the past sixty (60) days.
(d) No person other than Elliott has the right to receive or the
power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of Common Stock beneficially owned by
Elliott.
No person other than Westgate has the right to receive or the
power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of Common Stock beneficially owned by
Westgate or Martley.
No person other than Abbenante has the right to receive or
the power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of Common Stock beneficially owned by
Abbenante.
No person other than the Family Trust and its beneficiaries
has the right to receive dividends from, or the proceeds from the
sale of, the shares of Common Stock beneficially owned by the
Family Trust. No person other than Abbenante and Pellegrino has
the power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of Common Stock beneficially owned by
the Family Trust.
No person other than the Insurance Trust and its
beneficiaries has the right to receive dividends from, or the
proceeds from the sale of, the shares of Common Stock beneficially
owned by the Insurance Trust. No person other than Abbenante has
the power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of Common Stock beneficially owned by
the Insurance Trust.
(e) Inapplicable
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits.
Exhibit A - Form of Letter to Board of Directors of the Issuer
Exhibit B - Item 5(c): Transactions Effected During the Past 60
Days
Exhibit C - Joint Filing Agreement
-14-
<PAGE>
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.
May 18, 1998
(Date)
ELLIOTT ASSOCIATES, L.P.
By: /s/ Paul E. Singer
Name: Paul E. Singer
Title: General Partner
WESTGATE INTERNATIONAL, L.P.
By: MARTLEY INTERNATIONAL, INC.,
as Investment Manager
By: /s/ Paul E. Singer
Name: Paul E. Singer
Title: President
MARTLEY INTERNATIONAL, INC.
By: /s/ Paul E. Singer
Name: Paul E. Singer
Title: President
/s/ Thomas J. Abbenante
Thomas J. Abbenante
LOUIS P. PELLEGRINO FAMILY TRUST
By: /s/ Thomas J. Abbenante
Name: Thomas J. Abbenante
Title: Trustee
PELLEGRINO IRREVOCABLE INSURANCE TRUST
By: /s/ Thomas J. Abbenante
Name: Thomas J. Abbenante
Title: Trustee
-15-
<PAGE>
EXHIBIT A
FORM OF LETTER TO THE BOARD OF DIRECTORS
OF NOVAMETRIX MEDICAL SYSTEMS INC.
THOMAS J. ABBENANTE
11 Business Park Drive
Branford, Connecticut 06405
May 18, 1998
Novametrix Medical Systems Inc.
5 Technology Drive
P.O. Box 690
Wallingford, CT 06492
Attn: William J. Lacourciere, Chairman of the Board,
and the other members of the Board
Gentlemen:
I, together with Elliott Associates, L.P. ("Elliott"), Westgate International,
L.P. ("Westgate"), the Louis P. Pellegrino Family Trust (the "Family Trust") and
the Pellegrino Irrevocable Insurance Trust (together with Elliott, Westgate and
the Family Trust, the "Investor Group"), beneficially own over 5% of the common
stock of Novametrix.
The Investor Group hereby demands a meeting with the Company's
Board of Directors to insist that (i) the Investor Group be represented on the
Board of Directors by designees of the Investor Group, in place of the Company's
Chairman of the Board and other directors who have historically supported
management, and (ii) the Company's senior management team be replaced.
Medical equipment suppliers that offer multiple product lines to
healthcare institutions and other customers have a competitive advantage in the
segment of the medical products industry in which Novametrix competes. The
Investor Group believes that the current senior management team lacks the vision
and the ability to lead Novametrix and grow its business in this increasingly
competitive environment. The Company's current management team has failed to
fully exploit Novametrix's technology, failed to recognize Novametrix's need to
significantly expand its product offerings and failed to position Novametrix as
a diversified medical products company. It is clear that a new management team
must be put into place in order for Novametrix to realize fully its potential as
a global, diversified force in the medical products industry. Through its
representation on the Company's Board of Directors, the Investor Group intends
to encourage the Company and this new management team to explore various
strategic alternatives, including the acquisition of complementary businesses,
the establishment of joint ventures and marketing arrangements and possible
business combinations involving the Company.
Please be advised that, in the event the Board of Directors
declines to meet with the Investor Group and comply with its demands, the
Investor Group is prepared to take any and all actions necessary to obtain the
desired representation on the Company's Board of
-1-
<PAGE>
Directors and to replace the
current senior management team of Novametrix for the reasons outlined herein.
Thank you in advance for your prompt attention to this matter, and
I look forward to hearing from you soon.
Very truly yours,
/s/ Thomas J. Abbenante
Thomas J. Abbenante
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<PAGE>
EXHIBIT B
ITEM 5(c): TRANSACTIONS EFFECTED DURING THE PAST 60 DAYS
Amount of
Shares Approximate Price per
Reporting Date of Acquired Share (exclusive of
Transaction Security (Disposed) commissions)
Elliott 3/16/98 Common Stock 1,300 $6.88
3/16/98 Common Stock 5,000 $7.00
3/20/98 Common Stock 2,000 $6.63
3/23/98 Common Stock 6,700 $6.73
3/24/98 Common Stock 3,500 $6.56
3/30/98 Common Stock 600 $6.81
3/31/98 Common Stock 10,000 $7.09
4/3/98 Common Stock 2,500 $7.31
4/8/98 Common Stock 1,500 $7.31
4/14/98 Common Stock 8,650 $7.90
4/15/98 Common Stock 4,100 $8.26
4/16/98 Common Stock 7,500 $8.69
4/17/98 Common Stock 2,500 $8.44
4/24/98 Common Stock 4,700 $8.13
4/27/98 Common Stock 7,100 $7.88
4/28/98 Common Stock 2,000 $7.88
4/28/98 Common Stock 3,700 $8.25
4/29/98 Common Stock 2,400 $8.18
4/30/98 Common Stock 1,800 $8.10
5/1/98 Common Stock 4,300 $8.11
5/6/98 Common Stock 1,000 $8.13
5/7/98 Common Stock 8,000 $8.12
5/8/98 Common Stock 5,500 $8.18
5/11/98 Common Stock 12,800 $8.13
5/12/98 Common Stock 3,500 $8.11
5/13/98 Common Stock 2,000 $7.69
5/14/98 Common Stock 4,200 $7.97
5/14/98 Common Stock 2,800 $8.11
5/15/98 Common Stock 2,200 $8.17
Westgate 3/16/98 Common Stock 2,200 $6.88
3/16/98 Common Stock 1,000 $6.94
3/16/98 Common Stock 5,000 $7.00
3/23/98 Common Stock 6,800 $6.73
3/24/98 Common Stock 3,500 $6.56
3/30/98 Common Stock 600 $6.81
3/31/98 Common Stock 10,000 $7.09
4/3/98 Common Stock 2,500 $7.31
4/8/98 Common Stock 1,500 $7.31
4/14/98 Common Stock 8,500 $7.90
4/15/98 Common Stock 4,100 $8.26
4/16/98 Common Stock 7,500 $8.69
4/17/98 Common Stock 2,500 $8.44
4/24/98 Common Stock 2,100 $8.13
4/24/98 Common Stock 2,800 $8.19
4/27/98 Common Stock 7,000 $7.88
4/28/98 Common Stock 2,000 $7.88
4/28/98 Common Stock 3,800 $8.25
4/29/98 Common Stock 2,300 $8.18
4/30/98 Common Stock 1,900 $8.10
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EXHIBIT B (continued)
Amount of
Shares Approximate Price per
Reporting Date of Acquired Share (exclusive of
Person Transaction Security (Disposed) commissions)
Westgate 5/1/98 Common Stock 4,300 $8.11
(cont.) 5/7/98 Common Stock 8,900 $8.12
5/8/98 Common Stock 4,500 $8.18
5/8/98 Common Stock 1,000 $8.25
5/11/98 Common Stock 12,900 $8.13
5/12/98 Common Stock 3,500 $8.11
5/13/98 Common Stock 2,000 $7.69
5/14/98 Common Stock 4,300 $7.97
5/14/98 Common Stock 2,900 $8.11
5/15/98 Common Stock 2,200 $8.17
Martley None
Abbenante 4/8/98 Common Stock 3,000 $7.31
4/14/98 Common Stock 8,575 $7.90
4/15/98 Common Stock 4,100 $8.26
4/17/98 Common Stock 2,000 $8.31
4/27/98 Common Stock 2,000 $7.93
4/28/98 Common Stock 3,500 $8.06
5/1/98 Common Stock 3,000 $8.31
5/1/98 Common Stock 1,300 $8.31
5/4/98 Common Stock 6,000 $8.18
5/12/98 Common Stock 4,800 $7.77
5/14/98 Common Stock 5,700 $8.11
5/15/98 Common Stock 4,400 $8.17
Family Trust 4/8/98 Common Stock (4,000) $7.06
4/8/98 Common Stock (1,000) $7.13
4/21/98 Common Stock (3,500) $8.59
4/21/98 Common Stock (1,500) $8.69
4/22/98 Common Stock(1) 5,000 $0.89
Insurance Trust None
(1) Acquired upon the exercise of warrants.
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EXHIBIT C
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D
with respect to the Common Stock of Novametrix Medical Systems Inc., dated May
18, 1998, is, and any further amendments thereto signed by each of the
undersigned shall be, filed on behalf of each of the undersigned pursuant to and
in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange
Act of 1934, as amended.
Dated as of: May 18, 1998
ELLIOTT ASSOCIATES, L.P.
By: /s/ Paul E. Singer
Name: Paul E. Singer
Title: General Partner
WESTGATE INTERNATIONAL, L.P.
By: MARTLEY INTERNATIONAL, INC.,
as Investment Manager
By: /s/ Paul E. Singer
Name: Paul E. Singer
Title: President
MARTLEY INTERNATIONAL, INC.
By: /s/ Paul E. Singer
Name: Paul E. Singer
Title: President
/s/ Thomas J. Abbenante
Thomas J. Abbenante
LOUIS P. PELLEGRINO FAMILY TRUST
By: /s/ Thomas J. Abbenante
Name: Thomas J. Abbenante
Title: Trustee
PELLEGRINO IRREVOCABLE INSURANCE TRUST
By: /s/ Thomas J. Abbenante
Name: Thomas J. Abbenante
Title: Trustee
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