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. IMPORTANT INVITATION As the Annual Meeting of Novametrix stockholders approaches, you will be presented with an important opportunity to help decide the future of your company and value of your investment. With this in mind, we are aware that the information you have received over the last several weeks concerning the merger agreement is a great deal to absorb. You may even have received phone calls from parties representing either Novametrix management or Paul Cote's 13D group recommending that you vote a certain way on the proposals to be presented at the meeting. The management of Novametrix would like to give you the opportunity to meet face-to-face with us so that we can address any questions or concerns you may have. You are invited to attend a company sponsored meeting at 6:30 pm on Tuesday, November 12 at the Sheraton Tara in Portland, Maine. In addition, we will be holding one-on-one and small group discussions on both Tuesday, November 12 and Wednesday, November 13 at 9:00 am, 11:00 am, 1:00 pm and 3:00 pm. We will also be available to meet with you Wednesday evening if the scheduled sessions are not convenient for you. We believe these meetings will provide you with the facts that will help you to make an informed decision. If you are interested in attending or learning more about the meetings, please call us at 1-800-243-3444. We look forward to meeting with you at: The Sheraton Tara Hotel 363 Maine Mall Road South Portland, ME 04106 (Exit #7 on the Maine Turnpike (I-95). Turn onto Maine Mall Road.) Sincerely, William J. Lacourciere Chairman of the Board, President & Chief Executive Officer