SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
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)
JULY 27, 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 10 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).
509416.04
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SCHEDULE 13D
CUSIP NO. 669870 10 7 PAGE 2 OF 10 PAGES
1 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
7 SOLE VOTING POWER
NUMBER OF 128,475
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
128,475
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
0
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
128,475
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5%
14 TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP NO. 669870 10 7 PAGE 3 OF 10 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
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
128,525
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
128,525
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
128,525
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5%
14 TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
-3-
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SCHEDULE 13D
CUSIP NO. 669870 10 7 PAGE 4 OF 10 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
7 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
128,525
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
128,525
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
128,525
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5%
14 TYPE OF REPORTING PERSON*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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<PAGE>
SCHEDULE 13D
CUSIP NO. 669870 10 7 PAGE 5 OF 10 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
7 SOLE VOTING POWER
NUMBER OF 98,625 (including shares held
by Insurance Trust)
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
180,121
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
98,625 (including shares
held by Insurance Trust)
PERSON
WITH 10 SHARED DISPOSITIVE POWER
180,121
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
278,746 (including shares held by Insurance Trust)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.1%
14 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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<PAGE>
SCHEDULE 13D
CUSIP NO. 669870 10 7 PAGE 6 OF 10 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
7 SOLE VOTING POWER
NUMBER OF 47,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
47,000
REPORTING
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
47,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5%
14 TYPE OF REPORTING PERSON*
OO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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<PAGE>
SCHEDULE 13D
CUSIP No. 669870 10 7
ITEM 2. IDENTITY AND BACKGROUND.
No change.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
No change.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is amended by adding the following:
Upon further consideration in light of market conditions, the
Issuer's recent announcement regarding its filing of a 510(k)
application for its NICO product with the U.S. Food and Drug
Administration and the acceleration of the Issuer's annual meeting
date, each of the Reporting Persons has determined that he or it
does not currently intend to continue to seek representation on
the Issuer's Board of Directors or to replace the current senior
management team, as previously described in Item 4 of the Schedule
13D, and certain of the Reporting Persons may sell all or a
portion of their holdings in the Issuer from time to time. In
light of the foregoing, Abbenante, the Insurance Trust and Elliott
(together with Westgate and Martley) have terminated any
agreement, arrangement, understanding or relationship they may
have had with one another with respect to the acquisition,
disposition or voting of securities of the Issuer. However, each
Reporting Person, individually, reserves his or its rights,
depending upon changes in market conditions and other factors that
may be deemed material, to purchase additional shares of Common
Stock in the open market, in private transactions or by any other
permissible means if deemed advisable, and may once again in the
future pursue their previously stated objectives.
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.
Item 5 is amended by adding the following:
(A) Elliott beneficially owns 128,475 shares of Common Stock,
constituting approximately 1.5% of the outstanding shares of
Common Stock.
Westgate and Martley beneficially own 128,525 shares of
Common Stock, constituting approximately 1.5% of the outstanding
shares of Common Stock.
Abbenante beneficially owns 278,746 shares of Common Stock,
constituting approximately 3.1% of the outstanding shares of
Common Stock. The shares of Common Stock beneficially owned by Mr.
Abbenante are comprised of 51,625 shares of Common Stock owned by
Mr. Abbenante, 180,121 shares of Common Stock beneficially owned
by the Family Trust (which are deemed to be beneficially owned by
Mr. Abbenante by reason of his shared voting power and which
includes 135,121
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<PAGE>
shares of Common Stock underlying certain warrants to purchase
shares of Common Stock at an exercise price of $0.89 per share)
and 47,000 shares of Common Stock owned by the Insurance Trust.
The Insurance Trust beneficially owns 47,000 shares of Common
Stock, constituting approximately 0.5% of the outstanding shares
of Common Stock.
All percentage calculations are based upon 8,857,786 shares
of Common Stock issued and outstanding as of July 1, 1998, as
reported by the Issuer in its Annual Report on Form 10-K for the
fiscal year ended May 3, 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 51,625 shares of
Common Stock owned by him directly.
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 60 days, which were not
previously reported, is set forth on Exhibit A 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 such period.
(D) No change.
(E) For the reasons described in Item 4 above, Abbenante, the
Insurance Trust and Elliott (together with Westgate and Martley)
have terminated any agreement, arrangement, understanding or
relationship they may have had with one another with respect to
the acquisition, disposition or voting of securities of the
Issuer. As of the date of this filing, none of the Reporting
Persons beneficially owns 5% or more of the outstanding Common
Stock of the Issuer.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
No change.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A - Item 5(c):
Transactions Effected During the Past 60 Days Not
Previously Reported
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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.
JULY 27, 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
PELLEGRINO IRREVOCABLE INSURANCE TRUST
By:/S/ THOMAS J. ABBENANTE
Name: Thomas J. Abbenante
Title: Trustee
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<PAGE>
EXHIBIT A
ITEM 5(C): TRANSACTIONS EFFECTED DURING
THE PAST 60 DAYS NOT PREVIOUSLY REPORTED
Approximate
Amount of Price per Share
Date of Shares Acquired (exclusive of
Reporting PERSON TRANSACTION SECURITY (DISPOSED) COMMISSIONS)
- -------------------------------------------------------------------------------
Elliott 6/26/98 Common Stock (1,000) $8.00
Westgate 6/26/98 Common Stock (1,000) $8.00
Louis P. Pellegrino 6/19/98 Common Stock (3,000) $6.71
Family Trust 7/21/98 Common Stock (3,000) $7.00
Pellegrino Irrevocable 6/30/98 Common Stock (3,000) $7.44
Insurance Trust
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