SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
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)
JUNE 12, 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 11 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 11 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 129,475
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 129,475
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
129,475
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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<PAGE>
SCHEDULE 13D
CUSIP NO. 669870 10 7 PAGE 3 OF 11 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
OWNED BY 129,525
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
10 SHARED DISPOSITIVE POWER
129,525
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
129,525
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-
<PAGE>
SCHEDULE 13D
CUSIP NO. 669870 10 7 PAGE 4 OF 11 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
OWNED BY 129,525
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
10 SHARED DISPOSITIVE POWER
129,525
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
129,525
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 11 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 101,625 (including shares held by
SHARES Insurance Trust)
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 186,121
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 101,625 (including shares held by
Insurance Trust)
10 SHARED DISPOSITIVE POWER
186,121
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
287,746 (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)
3.2%
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 11 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 50,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 50,000
WITH
10 SHARED DISPOSITIVE POWER
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!
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<PAGE>
SCHEDULE 13D
CUSIP No. 669870 10 7
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended by deleting Louis P. Pellegrino
Family Trust (the "Family Trust") as a person filing this
statement on Schedule 13D, and all references to Reporting Persons
shall not include the Family Trust.
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
Goldman Sachs, Merrill Lynch,
Paine Webber, Prudential and
Smith Barney $1,010,965.89
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
Goldman Sachs, Merrill Lynch,
Paine Webber, Prudential and
Smith Barney $1,012,339.63
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. $415,841.15
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is amended by adding the following:
On June 10, 1998, at the invitation of the Board of Directors
of the Issuer, certain representatives of Elliott Associates, L.P.
(the "Representatives") met with the Board. During such meeting,
various members of the Board of Directors of the Issuer disagreed
with the Representatives' characterization of the past and current
performance of the Issuer. The Board of Directors did, however,
express views consistent with those of the Reporting Persons
regarding various strategic alternatives to grow the Company's
business and increase stockholder value.
On June 12, 1998, counsel to Elliott received a copy of a
letter dated June 11, 1998 addressed to Thomas J. Abbenante from
Peter J. Pellegrino (who is an employee of the Issuer and the
co-trustee under the Family Trust) which states that Mr.
Pellegrino does not agree that the Family Trust should be a member
of a group consisting of itself and the Reporting Persons. In
addition, contrary to the
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Reporting Persons' original belief regarding Mr. Pellegrino's
position, Mr. Pellegrino states in such letter that he does not
agree that the shares of Common Stock owned by the Family Trust
(the "Family Trust Shares") should be voted in favor of the agenda
of the Reporting Persons.
Although the Family Trust Shares are deemed to be
beneficially owned by Mr. Abbenante because he has shared voting
power with respect to such shares, since Mr. Pellegrino has
indicated that he does not agree that such shares should be voted
in favor of the agenda of the Reporting Persons, as long as Mr.
Pellegrino retains such view, the Family Trust Shares will not be
voted in favor of the Reporting Persons' agenda and, therefore,
the Family Trust has been deleted as a Reporting Person.
In light of these developments, the Reporting Persons are
re-evaluating their intentions with respect to the matters
previously described in Item 4 of the Schedule 13D and their
investment in the Issuer, but reserve their rights to pursue their
previously stated objectives and, depending upon 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, or may dispose of all or a portion of the shares of
Common Stock that are presently owned or hereafter acquired.
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 129,475 shares of Common Stock,
constituting approximately 1.5% of the outstanding shares of
Common Stock.
Westgate and Martley beneficially own 129,525 shares of
Common Stock, constituting approximately 1.5% of the outstanding
shares of Common Stock.
Abbenante beneficially owns 287,746 shares of Common Stock,
constituting approximately 3.2% 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, 186,121 shares of Common Stock beneficially owned
by the Family Trust (which includes 135,121 shares of Common Stock
underlying certain warrants to purchase shares of Common Stock at
an exercise price of $0.89 per share) and 50,000 shares of Common
Stock owned by the Insurance Trust. Although the Family Trust
Shares are deemed to be beneficially owned by Mr. Abbenante by
reason of his shared voting power, as long as Mr. Pellegrino
retains the view described in Item 4 above, the Family Trust
Shares will not be voted in favor of the Reporting Persons'
agenda and, therefore, the Family Trust has been deleted as
a Reporting Person. See Item 4 above.
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 546,746
shares of Common Stock (including the Family Trust Shares, over
which Mr. Abbenante has shared voting power - (See Item 4)),
constituting approximately 6.1% 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
-8-
<PAGE>
other Reporting Persons. Abbenante disclaims beneficial ownership
of any and all shares of Common Stock beneficially owned by any of
Elliott, Westgate and Martley. 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 51,625 shares of
Common Stock owned by him directly.
Abbenante has the shared power with Mr. Pellegrino to vote or
direct the vote of, and to dispose of or direct the disposition
of, the Family Trust Shares. Although the Family Trust Shares are
deemed to be beneficially owned by Mr. Abbenante by reason of his
shared voting power, as long as Mr. Pellegrino retains the
view described in Item 4 above, the Family Trust Shares will
not be voted in favor of the Reporting Persons' agenda and,
therefore, the Family Trust has been deleted as a Reporting
Person.
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 since May 15, 1998 (the date of the last filing
of the statement on Schedule 13D) 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 since May 15, 1998.
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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<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.
JUNE 15, 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
Amount of Approximate Price per
Reporting Date of Shares Acquired Share (exclusive of
PERSON TRANSACTION SECURITY (DISPOSED) COMMISSIONS)
Elliott 5/20/98 Common Stock 1,625 $8.37
5/28/98 Common Stock 700 $7.25
6/1/98 Common Stock 800 $7.31
Westgate 5/20/98 Common Stock 1,625 $8.37
5/29/98 Common Stock 500 $7.31
6/1/98 Common Stock 800 $7.31
Abbenante 5/11/98 Common Stock(1) 5,000 $0.89
5/20/98 Common Stock 3,250 $8.37
(1) Acquired upon the exercise of warrants.
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