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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) June 30, 1999
NOVAMETRIX MEDICAL SYSTEMS INC.
(Exact name of registrant as specified in its charter)
Delaware 20-8969 06-0977422
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation or organization) Number) Identification No.)
5 Technology Drive Wallingford, Connecticut 06492
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 265-7701
Not Applicable
(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On July 1, 1999, Novametrix Medical Systems Inc. ("the Company")
acquired all of the capital stock of Children's Medical Ventures Inc.
("ChMV"), a privately owned developer and marketer of neonatal and pediatric
products and services based in South Weymouth, Massachusetts. Assets acquired
include working capital, manufacturing equipment, tooling, furniture and
fixtures and intellectual property. The negotiated purchase price paid in the
ChMV acquisition was $8,700,000 in cash and a five-year 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 transaction costs were funded with
proceeds of a term loan agreement with First Union National Bank in the amount
of $4.8 million and a term loan agreement with Webster Bank in the amount of
$4.8 million.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) & (b) Financial statements of business acquired and pro-forma
financial information.
The required financial statements and pro forma financial information will be
filed as soon as practicable, but not later than 60 days after the date by which
this report must be filed.
(c) Exhibit Index
10(mm) Stock Purchase Agreement dated as of June 30, 1999 by
and among the Company, ChMV and the Stockholders of
ChMV. Pursuant to Reg. S-K, Item 601(b)(2), the
Company agrees to furnish a copy of the Schedules to
such Agreement to the Commission upon request.
99 Company press release dated July 1, 1999.
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SIGNATURE
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 hereunto duly authorized.
NOVAMETRIX MEDICAL SYSTEMS INC.
(Registrant)
Date: July 15, 1999 By:/s/ WILLIAM J. LACOURCIERE
William J. Lacourciere
Chairman of the Board, President and
Chief Executive Officer
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EXHIBIT INDEX
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Exhibit No. Description
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10(mm) Stock Purchase Agreement dated as of June 30, 1999 by
and among the Company, ChMV and the Stockholders of
ChMV. Pursuant to Reg. S-K, Item 601(b)(2), the
Company agrees to furnish a copy of the Schedules to
such Agreement to the Commission upon request.
99 Company press release dated July 1, 1999.