SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [X] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 NOVAMETRIX MEDICAL SYSTEMS INC. ............................................................................... (Name of Registrant as Specified In Its Charter) ............................................................................... (Name of Person(s) Filing Proxy Statement if Other than the Registrant) Payment of Filing Fee (Check the appropriate box): [ ] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2). [ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. 1) Title of each class of securities to which transaction applies: 2) Aggregate number of securities to which transaction applies: 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11.* 4) Proposed maximum aggregate value of transaction: *Set forth the amount on which the filing fee is calculated and state how it was determined. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. 1) Amount previously paid: ..................................................................... 2) Form, schedule or registration statement no.: ..................................................................... 3) Filing party: ..................................................................... 4) Date Filed: ..................................................................... NOVAMETRIX MEDICAL SYSTEMS INC. - ------------------------------------------------------------------------------- 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. - ------------------------------------------------------------------------------- 1 BARNES INDUSTRIAL PARK ROAD P.O. BOX 690 WALLINGFORD, CT 06492 USA 203-265-7701 FAX 203-284-0753 NOVAMETRIX MEDICAL SYSTEMS INC. - ------------------------------------------------------------------------------- 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. - -------------------------------------------------------------------------------- 1 BARNES INDUSTRIAL PARK ROAD P.O. BOX 690 WALLINGFORD, CT 06492 USA 203-265-7701 FAX 203-284-0753 NOVAMETRIX MEDICAL SYSTEMS INC. CONSOLIDATED STATEMENTS OF INCOME (000'S) QUARTER ENDED FISCAL YEAR ENDED 4/28/96 4/30/95 4/28/96 4/30/95 ------- ------- ------- ------- 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 NOVAMETRIX MEDICAL SYSTEMS INC. - ------------------------------------------------------------------------------- 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 # # # - ------------------------------------------------------------------------------- 1 BARNES INDUSTRIAL PARK ROAD P.O. BOX 690 WALLINGFORD, CT 06492 USA 203-265-7701 FAX 203-284-0753 NOVAMETRIX MEDICAL SYSTEMS INC. - ------------------------------------------------------------------------------- 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 # # # - ------------------------------------------------------------------------------- 1 BARNES INDUSTRIAL PARK ROAD P.O. BOX 690 WALLINGFORD, CT 06492 USA 203-265-7701 FAX 203-284-0753 NOVAMETRIX MEDICAL SYSTEMS INC. - ------------------------------------------------------------------------------- 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. - ------------------------------------------------------------------------------- 1 BARNES INDUSTRIAL PARK ROAD P.O. BOX 690 WALLINGFORD, CT 06492 USA 203-265-7701 FAX 203-284-0753