1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended October 29, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to .
Commission file number 20-8969
NOVAMETRIX MEDICAL SYSTEMS INC.
(Exact name of registrant as specified in its charter)
Delaware 06-0977422
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5 Technology Drive, Wallingford, CT 06492
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (203) 265-7701
(Former name, former address and former fiscal year if
changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES [X] NO [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
Common Stock, $0.01 par value: 8,683,068 shares issued and outstanding as of
November 30, 2000
Page 1 of 19
Index to Exhibits at Page 18
2
NOVAMETRIX MEDICAL SYSTEMS INC.
INDEX
PAGE
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (Unaudited)
Condensed Consolidated Statements of Income -
Quarters ended October 29, 2000 and October 31, 1999 3
Six months ended October 29, 2000 and October 31, 1999 4
Condensed Consolidated Balance Sheets -
October 29, 2000 and April 30, 2000 5
Condensed Consolidated Statements of Cash Flows -
Six months ended October 29, 2000 and October 31, 1999 7
Notes to Condensed Consolidated Financial Statements -
October 29, 2000 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 12
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 15
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 16
SIGNATURES 17
Page 2 of 19
3
PART I - FINANCIAL INFORMATION
NOVAMETRIX MEDICAL SYSTEMS INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
QUARTER ENDED QUARTER ENDED
OCTOBER 29, 2000 OCTOBER 31, 1999
---------------- ----------------
Net sales $ 13,521,516 $ 10,508,325
Costs and expenses:
Cost of products sold 6,482,539 4,377,492
Research and product development 1,047,504 1,040,494
Selling, general and administrative 4,673,738 3,910,102
Interest expense 251,307 296,402
Goodwill amortization 77,577 76,931
Other expense (income) 35,743 (20,624)
------------ ------------
12,568,408 9,680,797
------------ ------------
Income before income taxes 953,108 827,528
Income taxes 338,000 265,000
------------ ------------
Net income $ 615,108 $ 562,528
============ ============
Per common share amounts:
Basic $ 0.07 $ 0.07
Diluted $ 0.07 $ 0.07
See notes to condensed consolidated financial statements (unaudited).
Page 3 of 19
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NOVAMETRIX MEDICAL SYSTEMS INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
SIX MONTHS ENDED SIX MONTHS ENDED
OCTOBER 29, 2000 OCTOBER 31, 1999
---------------- ----------------
Net sales $ 26,126,855 $ 18,193,066
Costs and expenses:
Cost of products sold 11,789,595 7,610,139
Research and product development 2,156,777 2,012,685
Selling, general and administrative 8,927,085 7,127,012
Interest expense 472,429 453,365
Goodwill amortization 155,155 102,688
Other expense (income) 63,618 (12,461)
------------ ------------
23,564,659 17,293,428
------------ ------------
Income before income taxes and cumulative
effect of a change in accounting principle 2,562,196 899,638
Income tax provision 909,000 288,100
------------ ------------
Income before cumulative effect of a
change in accounting principle 1,653,196 611,538
Cumulative effect of a change in
accounting principle (223,544)
------------ ------------
Net income $ 1,653,196 $ 387,994
============ ============
Per common share amounts:
Income before cumulative effect of a
change in accounting principle
Basic $ 0.19 $ 0.08
Diluted $ 0.19 $ 0.08
Cumulative effect of a change in
accounting principle
Basic $ (0.03)
Diluted $ (0.03)
Net income
Basic $ 0.19 $ 0.05
Diluted $ 0.19 $ 0.05
See notes to condensed consolidated financial statements (unaudited).
Page 4 of 19
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NOVAMETRIX MEDICAL SYSTEMS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
ASSETS OCTOBER 29, 2000 APRIL 30, 2000
- ------ ---------------- --------------
CURRENT ASSETS
Cash and cash equivalents $ 305,120 $ 283,262
Accounts receivable, less allowance for
losses of $300,000 19,253,373 15,412,529
Current portion of notes receivable 133,174 260,722
Inventories:
Finished products 4,534,389 4,450,432
Work in process 2,163,679 1,321,196
Materials 5,808,117 4,091,089
----------- -----------
12,506,185 9,862,717
Deferred income taxes 1,171,866 1,880,866
Prepaid expenses 1,253,421 854,839
----------- -----------
TOTAL CURRENT ASSETS 34,623,139 28,554,935
Notes receivable, less current portion 1,663,801 1,607,563
Equipment, less accumulated depreciation
and amortization of $8,582,528 and
$8,028,572, respectively 3,584,774 3,350,115
License, technology, patents and other costs
less accumulated amortization of $4,773,965
and $4,409,429, respectively 5,163,949 5,118,945
Goodwill, less accumulated amortization of
$413,746 and $258,591, respectively 7,289,692 7,444,848
Deferred income taxes 1,074,261 1,074,261
----------- -----------
$53,399,616 $47,150,667
=========== ===========
See notes to condensed consolidated financial statements (unaudited).
Page 5 of 19
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NOVAMETRIX MEDICAL SYSTEMS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(CONTINUED)
LIABILITIES AND SHAREHOLDERS' EQUITY OCTOBER 29, 2000 APRIL 30, 2000
- ------------------------------------ ---------------- --------------
CURRENT LIABILITIES
Accounts payable $ 4,636,705 $ 2,968,833
Accrued expenses 3,824,426 3,730,147
Current portion of debt and capital lease obligation 8,333,150 4,335,264
------------ ------------
TOTAL CURRENT LIABILITIES 16,794,281 11,034,244
Long-term debt and capital lease obligation, less
current portion 4,580,000 5,850,601
SHAREHOLDERS' EQUITY
Common Stock, $.01 par value, authorized
20,000,000 shares, issued 9,482,423 at
October 29, 2000 and 9,450,304 at
April 30, 2000, including Treasury shares 94,824 94,503
Additional paid-in capital 35,103,338 34,997,342
Retained earnings (deficit) 634,234 (1,018,962)
Treasury stock - 799,355 shares (3,807,061) (3,807,061)
------------ ------------
32,025,335 30,265,822
------------ ------------
$ 53,399,616 $ 47,150,667
============ ============
See notes to condensed consolidated financial statements (unaudited).
Page 6 of 19
7
NOVAMETRIX MEDICAL SYSTEMS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
SIX MONTHS ENDED SIX MONTHS ENDED
OCTOBER 29, 2000 OCTOBER 31, 1999
---------------- ----------------
OPERATING ACTIVITIES
Net income $ 1,653,196 $ 387,994
Adjustments to reconcile net income to
net cash used by operating activities:
Depreciation 553,956 534,187
Amortization 555,129 409,175
Deferred income taxes 709,000 258,100
Cumulative effect of change in accounting principle 223,544
Changes in operating assets and liabilities:
Accounts and notes receivable (3,769,534) (719,832)
Inventories (2,643,468) (1,114,777)
Prepaid expenses (398,582) (555,275)
Accounts payable 1,667,872 153,162
Accrued expenses 94,279 (89,322)
------------ ------------
NET CASH USED BY OPERATING ACTIVITIES (1,578,152) (513,044)
INVESTING ACTIVITIES
Purchases of equipment (788,615) (369,137)
Purchases of licenses, technology, patents and other (444,977) (302,258)
Purchase of Children's Medical Ventures, Inc.,
less cash acquired (9,118,386)
------------ ------------
NET CASH USED BY INVESTING ACTIVITIES (1,233,592) (9,789,781)
FINANCING ACTIVITIES
Revolving line of credit, net borrowings 4,007,000 1,400,000
Proceeds from notes payable 9,600,000
Principal payments on term debt and
capital lease obligations (1,279,715) (801,102)
Net proceeds from stock option exercises 106,317 62,549
------------ ------------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 2,833,602 10,261,447
------------ ------------
INCREASE/(DECREASE) IN CASH AND
CASH EQUIVALENTS 21,858 (41,378)
Cash and cash equivalents at beginning of period 283,262 269,399
------------ ------------
Cash and cash equivalents at end of period $ 305,120 $ 228,021
============ ============
See notes to condensed consolidated financial statements (unaudited).
Page 7 of 19
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NOVAMETRIX MEDICAL SYSTEMS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
OCTOBER 29, 2000
NOTE 1 -- BASIS OF PRESENTATION: The accompanying unaudited condensed
consolidated financial statements of Novametrix Medical Systems Inc. (the
"Company") have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to Form
10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals and the cumulative effect
of a change in accounting principle for the quarter ended August 1, 1999)
considered necessary for a fair presentation have been included. Operating
results for the quarter and six months ended October 29, 2000 are not
necessarily indicative of the results that may be expected for the year ending
April 29, 2001. For further information, refer to the consolidated financial
statements and footnotes thereto included in the Company's annual report on Form
10-K for the year ended April 30, 2000.
NOTE 2 -- ACQUISITION OF BUSINESS: On June 30, 1999, the Company acquired 100%
of the capital stock of Children's Medical Ventures, Inc., a privately held
developer and marketer of neonatal and pediatric care products and services. The
purchase price was comprised of $8.7 million in cash and a warrant to purchase
25,000 shares of the Company's Common Stock at an exercise price of $4.3625 per
share. The purchase price and related costs were financed with two term loans
aggregating $9.6 million. The acquisition was accounted for as a purchase;
accordingly, the purchase price was allocated to the underlying assets and
liabilities based upon their respective estimated fair values at the date of
acquisition. The excess of the fair value of the net assets acquired (goodwill)
was approximately $7.7 million and is being amortized on a straight-line basis
over 25 years. The accompanying condensed consolidated statement of income does
not include any revenues or expenses related to this acquisition prior to the
closing date. Following are the Company's unaudited pro forma results for the
six months ended October 31, 1999 assuming that the acquisition had taken place
at the beginning of that period:
Six Months Ended
October 31, 1999
----------------
Net revenue $ 19,432,000
Income before cumulative effect of
a change in accounting principle 439,000
Net income 216,000
Page 8 of 19
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Six Months Ended
October 31, 1999
----------------
Per common share amounts:
Income before cumulative effect of
a change in accounting principle
Basic $0.06
Diluted $0.05
Net income
Basic $0.03
Diluted $0.03
Weighted average common shares:
Basic 7,946,291
Diluted 8,138,253
These unaudited pro forma results have been prepared for comparative
purposes only and do not purport to be indicative of the results of operations
which would have actually resulted had the acquisition been in effect as of the
first day of the period presented above.
NOTE 3 -- REPORTABLE SEGMENTS: The Company is domiciled in the United States and
operates in one industry segment - the design, manufacture and marketing of
non-invasive monitors, sensors and accessories, and developmental care products
for the critical care marketplace.
NOTE 4 -- ACCOUNTING CHANGE: Effective May 3, 1999, the Company adopted
Statement of Position (SOP) 98-5, "Reporting on the Costs of Start-up
Activities". The SOP required the Company to write-off any start-up costs which
had been previously capitalized and to expense any future start-up costs as
incurred. Earnings during the first quarter of the prior fiscal year were
reduced by $223,544 (approximately $329,000 before taxes) or $0.03 per diluted
share as a result of the adoption of SOP 98-5.
NOTE 5 -- PER SHARE AMOUNTS: The calculation of basic earnings per share
excludes any dilutive effects of options, warrants and convertible securities.
The calculation of diluted earnings per share excludes anti-dilutive options and
warrants whose exercise price exceeds the average market price.
Page 9 of 19
10
The following table sets forth the calculation of basic and diluted
earnings per share for the quarters and six months ended October 29, 2000 and
October 31, 1999:
OCTOBER 29, 2000 OCTOBER 31, 1999
Quarter Six Months Quarter Six Months
Ended Ended Ended Ended
----------- ----------- ----------- -----------
NUMERATOR
Income before cumulative effect of
a change in accounting principle $ 615,108 $ 1,653,196 $ 562,528 $ 611,538
Cumulative effect of a change in
accounting principle (223,544)
----------- ----------- ----------- -----------
Net income $ 615,108 $ 1,653,196 $ 562,528 $ 387,994
=========== =========== =========== ===========
DENOMINATOR
Denominator for basic earnings per share:
Weighted average shares outstanding 8,680,416 8,669,875 7,952,768 7,946,291
Effect of dilutive securities:
Stock options and warrants 199,355 237,765 176,823 191,962
----------- ----------- ----------- -----------
Denominator for diluted earnings per share 8,879,771 8,907,640 8,129,591 8,138,253
=========== =========== =========== ===========
Basic earnings per share $ 0.07 $ 0.19 $ 0.07 $ 0.05
Diluted earnings per share $ 0.07 $ 0.19 $ 0.07 $ 0.05
NOTE 6-- DEBT AND CAPITAL LEASE OBLIGATIONS: The Company maintains a revolving
credit agreement with its primary bank which provides for borrowing to a maximum
of $10,000,000, as amended December 1, 2000 which expires August 31, 2001 and
bears interest at the London Interbank Offered Rate ("LIBOR") plus 1.6% (8.22%
at October 29, 2000). The Company also has a term loan with its primary bank
which provides for monthly installments of $50,000 plus interest at LIBOR plus
1.4% (8.02% at October 29, 2000) through November 2003. The Company entered into
an interest rate swap agreement during fiscal 1999 to hedge a notional amount
equal to the remaining principal balance of the term loan. The rate is fixed at
6.77% and the agreement expires November 2003. During June 1999, the Company
entered into two additional term loans each in the amount of $4,800,000 to
finance the acquisition of Children's Medical Ventures, Inc. Under an amended
and restated agreement with the Company's primary bank, the Company entered into
a five year term loan which is payable in monthly installments of $80,000 plus
interest at LIBOR plus 1.8% (8.42% at October 29, 2000) and expires during June
2004. The Company also entered into a five year term loan with another bank
which is payable in monthly installments of $80,000 plus interest at LIBOR plus
1.6% (8.22% at October 29, 2000) and expires during June 2004.
Page 10 of 19
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Pursuant to the terms of the amended and restated bank agreements and the
new term loan agreements, the Company is required, among other things, to
maintain certain financial ratios, minimum levels of working capital and net
worth, and is restricted from the payment of dividends.
DEBT AND CAPITAL LEASE OBLIGATIONS CONSIST OF:
October 29, 2000 April 30, 2000
---------------- --------------
Note payable to bank under revolving
credit agreement $ 5,782,000 $ 1,775,000
Term loans payable to banks 7,100,000 8,360,000
Capital lease obligation 31,150 50,865
----------- -----------
12,913,150 10,185,865
Less current portion 8,333,150 4,335,264
----------- -----------
$ 4,580,000 $ 5,850,601
=========== ===========
Page 11 of 19
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NOVAMETRIX MEDICAL SYSTEMS INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Net sales for the second quarter of fiscal 2001 increased by approximately
$3.0 million or 29% to $13.5 million compared to net sales of approximately
$10.5 million for the second quarter of fiscal 2000. Sales to international and
Original Equipment Manufacturer ("OEM") customers were primarily responsible for
the growth in overall sales. International sales grew approximately 72% over the
second quarter of the prior fiscal year while sales to OEM customers increased
approximately 64% over the second quarter of the prior fiscal year. Net sales
for the first six months of fiscal 2001 increased by approximately $7.9 million
or 44% compared to the first six months of the prior year. Sales increased in
nearly all markets for the company's products including the domestic hospital
marketplace, international markets and sales to OEM customers.
Cost of products sold as a percentage of net sales was 48% for the second
quarter of fiscal 2001 compared to 42% for the second quarter of fiscal 2000.
Lower than anticipated domestic sales volume and gross margins and increased
costs for components used in the Company's products were the primary cause of
the increase in cost of sales. Cost of products sold as a percentage of net
sales was 45% for the first six months of fiscal 2001 compared to 42% for the
first six months of the prior year due to the second quarter increase in cost of
products sold. The Company expects that component cost increases, driven by the
tight supply pressures, will continue to affect cost of products sold during the
remainder of the fiscal year while cost of products sold in the domestic
hospital marketplace should begin to return to normal levels. The Company is
pursuing purchasing or design alternatives and other product cost reductions to
improve its gross profit.
Research and product development ("R&D") spending increased by 1% to
approximately $1,048,000 for the second quarter of fiscal 2001 compared to the
second quarter of the prior year. R&D spending increased by approximately
$144,000 or 7% for the first six months of fiscal 2001 compared to the first six
months of the prior fiscal year. The increase in R&D expense was primarily
attributable to increased salaries and related benefits, increased costs for
outside professional services and increased travel and entertainment expenses.
R&D expenses as a percentage of sales for the quarter and six months ended
October 29, 2000 were 7.7% and 8.3% respectively, compared to 9.9% and 11.1% for
the corresponding periods of the prior year. The addition on June 30th of the
prior year of Children's Medical Ventures, Inc. ("ChMV"), which is not an R&D
intensive business, lowered the quarter-to-quarter comparison for the Company.
Management expects R&D spending to approximate 8% to 9% of sales for fiscal
2001.
Selling, general and administrative ("S,G&A") expenses as a percentage of
sales improved to 34.6% in the second quarter of fiscal 2001 compared to 37.2%
in the second quarter of fiscal 2000. S,G&A spending increased approximately
$764,000 or 20% for the second quarter of the current year compared to the
second quarter of the prior year on the increase of 29% in revenue. S,G&A
expenses improved to
Page 12 of 19
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34.2% of sales for the six months ended October 29, 2000 compared to 39.2% for
the first six months of the prior fiscal year. S,G&A expenses increased
approximately $1.8 million or 25% for the first six months of the current fiscal
year compared to the prior fiscal year on the revenue increase of 44%. Selling
expenses, which accounted for the majority of the increase in S,G&A expenses for
both the quarter and six months ended October 29, 2000, increased primarily as a
result of the higher sales volume and the incremental sales staff required to
support the Company's pulse oximetry hospital conversion programs, and increased
spending for advertising. General and administrative expenses accounted for
approximately 21% of the overall increase in S,G&A for both the quarter and six
months ended October 29, 2000 as a result of increased salaries and related
benefits and increased legal, financial and insurance expenses.
Interest expense decreased approximately $45,000 for the second quarter of
fiscal 2001 compared to the second quarter of the prior fiscal year. Term debt
reduction partially offset by increases in the revolving credit facility was
responsible for the decrease in interest expense. Interest expense for the first
six months of fiscal 2001 increased approximately $19,000 compared to the first
six months of fiscal 2000. Interest expense for the first quarter of the prior
fiscal year included only one month of debt associated with the acquisition of
ChMV on June 30, 1999.
Goodwill amortization for the second quarter of both fiscal 2001 and 2000
was approximately $77,000. Goodwill amortization increased approximately $52,000
for the first six months of fiscal 2001 compared to the first six months of
fiscal 2000 due to the full quarter effect in the first quarter of the current
year of the amortization associated with the ChMV acquisition.
Income tax expense for the quarter and six months ended October 29, 2000
was $338,000 and $909,000 respectively, compared to $265,000 and $288,100 for
the quarter and six months ended October 31, 1999 as a result of higher pre-tax
earnings and an increased effective tax rate. The effective income tax rate for
fiscal year 2001 was 35.5% compared to 32.0% for the first half of fiscal year
2000 as a result of reductions in certain income tax benefits. The Company
anticipates that it will fully utilize effectively all of its net operating loss
carryforwards and business tax credits for federal income tax purposes by the
end of the fiscal year.
Net income for the second quarter of fiscal 2001 increased by 9.3% to
approximately $615,000 or $0.07 per diluted share compared to approximately
$563,000 or $0.07 per diluted share for the second quarter of fiscal 2000. Net
income for the first six months ended October 29, 2000 increased by 170% to
approximately $1,653,000 or $0.19 per diluted share compared to income before
the cumulative effect of a change in accounting principle of approximately
$612,000 or $0.08 per diluted share for the six months ended October 31, 1999.
The prior year was impacted by the adoption of an accounting standard requiring
the expensing of start-up costs previously capitalized, a one-time charge of
approximately $224,000 or $0.03 per diluted share. This resulted in net income
of approximately $388,000 or $0.05 per diluted share for the first six months of
the prior fiscal year.
Except for orders pursuant to long-term agreements, the Company
traditionally ships its products on a current basis. As such, the Company does
not consider its backlog levels to be a meaningful indicator of future sales.
Page 13 of 19
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LIQUIDITY AND CAPITAL RESOURCES
The Company had working capital of $17.8 million at October 29, 2000
compared to $17.5 million at April 30, 2000. Increases in accounts receivable,
inventories and prepaid expenses were offset by increases in accounts payable
and borrowings under the revolving credit facility, and a decrease in deferred
income taxes. The Company's current ratio was 2.1 to 1 at October 29, 2000
compared to 2.6 to 1 at April 30, 2000.
Approximately $1.6 million of cash was used by operating activities for the
six months ended October 29, 2000 compared to approximately $513,000 for the
first six months of the prior fiscal year. Increases in inventories and accounts
receivable, partially offset by increases in accounts payable and earnings
before deferred taxes, depreciation and amortization accounted for the majority
of cash used from operations.
Approximately $2.8 million was provided from financing activities during
the first six months of fiscal 2001 compared to approximately $10.3 million for
the first six months of the prior fiscal year. During the first quarter of
fiscal 2000, the Company borrowed approximately $9.6 million to finance the
acquisition of Children's Medical Ventures, Inc. Funds provided from financing
activities for the first six months of fiscal 2001 were primarily related to
additional borrowings under the revolving credit facility for working capital
requirements, partially offset by principal payments under term debt agreements.
The Company expects cash from operations and funds available under the
Company's revolving credit agreement to adequately support its planned operating
requirements for the balance of fiscal 2001. In addition, approximately $3.3
million of additional proceeds may potentially be realized from the exercise of
the Company's Class B Warrants, which are callable under specified conditions,
exercisable at $5.85 per share and, as amended, expire on December 8, 2001.
Management believes that additional funds, if needed, are obtainable on
commercially reasonable terms.
FORWARD LOOKING INFORMATION
This Quarterly Report contains forward looking statements about the
Company's projected operating results. The Company's ability to achieve its
projected results is dependent upon a variety of factors, many of which are
outside of management's control, including without limitation, global economic
changes, an unanticipated slowdown in the healthcare industry, unanticipated
technological developments which affect the competitiveness of the Company's
products, or an unanticipated delay or loss of business. The Company does not
intend to update publicly any of the forward looking statements contained
herein.
Page 14 of 19
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PART II- OTHER INFORMATION
ITEM 4. Submission of Matters to a Vote of Security Holders.
(a) The Annual Meeting of Stockholders (the "Meeting") of the Company was
held on October 3, 2000 at the Ramada Plaza Hotel in Meriden,
Connecticut.
(b) Not applicable because:
(i) Proxies for the Meeting were solicited pursuant to Regulation
14 under the Securities Exchange Act of 1934,
(ii) There was no solicitation in opposition to management's
nominees as listed in the Company's Proxy Statement dated
August 23, 2000,
(iii) Such nominees were elected.
(c) Matters voted upon at the Meeting were as follows:
Votes Votes Withheld/
For Against Abstain
--------- ------- ---------
(i) Election of three Class B directors of the Company for the
next three years
John P. Mahoney 8,020,030 117,940
Photios T. Paulson 7,928,190 209,780
Steven J. Shulman 7,926,193 211,777
(ii) Approval of the Novametrix Medical Systems Inc. 2000 Long
Term Incentive Plan 4,227,715 410,487 46,440
(iii) Approval of the Novametrix Medical Systems Inc. 2000 Employee
Stock Purchase Plan 4,414,117 242,279 28,246
(iv) Ratification of the Board of Directors selection of Ernst &
Young LLP to serve as the Company's independent auditors for
the fiscal year ended April 29, 2001 8,025,452 100,169 12,349
Page 15 of 19
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ITEM 6. Exhibits and Reports on Form 8-K.
(a) Exhibits: The exhibits required to be filed as part of the Quarterly
Report on Form 10-Q are listed in the attached Index to Exhibits.
(b) Reports on Form 8-K: There were no reports filed on Form 8-K filed
during the quarter ended October 29, 2000.
Page 16 of 19
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
NOVAMETRIX MEDICAL SYSTEMS INC.
Dated: December 12, 2000 s/William J. Lacourciere
----------------- ---------------------------
William J. Lacourciere
Chairman of the Board
and Chief Executive Officer
Dated: December 12, 2000 s/Joseph A. Vincent
----------------- ---------------------------
Joseph A. Vincent, CMA
Executive Vice President
and Chief Financial Officer
Page 17 of 19
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INDEX TO EXHIBITS
PAGE
27 Financial Data Schedule 19
Page 18 of 19