13D SHAREHOLDERS GROUP
John C. Allen, Sr. Vartan Ghugasian
Lillian I. Allen Donn Gifford
Roland R. Batson Linda Gifford
Richard Boulet Ginette Gladu
Joan P. Cote Robert R. Gladu
Paul A. Cote Andrew Gross
Normand F. Doyon Dana Gross
Pauline G. Doyon John F. Gross
Sandra Dunham Susan T. Gross
Thomas B. Dunham Diane James
Adrienne R. Emmi Richard James
Anthony N. Emmi Edgar Morin
Armen Ghugasian John Orestis
Takuhe Ghugasian Raymond E. Robichaud
PROXY STATEMENT
13D Shareholders Group
Regarding
NOVAMETRIX MEDICAL SYSTEMS, INC.
The enclosed proxy is solicited by the 13D Shareholders Group (names
listed above) of Novametrix Medical Systems, Inc. for use in voting at the
annual meeting regarding the matters described in this proxy statement and in
the accompanying materials.
Date, Time and Place of Annual Meeting
(a) Date of annual meeting of shareholders of Novametrix Medical
Systems, Inc. ("Novametrix") is October 9, 1996 at 10:30
a.m.
Place of annual meeting: To the best of the knowledge of the 13D
Shareholders Group, the meeting will be held at the same location as
last year's annual meeting, at the Yankee Silversmith Inn, 1033
North Colony Road, Wallingford, Connecticut.
Mailing address of executive officers:
One Barnes Industrial Park Road
Wallingford, Connecticut 06492
(b) This proxy statement will be first given to security holders on July
15, 1996.
TO BE GIVEN TO STOCKHOLDERS ON OR AFTER JULY 15, 1996
PRELIMINARY PROXY STATEMENT
Voting and Revocability of Proxy
When proxies are properly dated, executed and returned, the shares they
represent will be voted at the annual meeting in accordance with your
instructions as stockholders. If no specific instructions are given, the shares
will be voted FOR the election of the nominees for directors set forth herein
and FOR ratification of the proposal set forth herein. Any proxy given by any
stockholder may be revoked by the stockholder prior to its exercise by voting
in person at the annual meeting, by giving written notice to the Secretary of
Novametrix prior to the annual meeting or by giving a later dated proxy.
Persons Making the Solicitation and Interest of Certain Persons in Matters to
be Acted Upon
(a) Solicitation is made by 13D Shareholders Group consisting of the
persons identified and described in Attachment A. Solicitation will
be made by personal meetings or telephone conversations, by members
of the 13D Shareholders Group, and mailings that will include the
proxy statement, proxy and the letter accompanying this proxy
statement.
(b) No employees of Novametrix or any member of the 13D Shareholders
Group will be used to solicit security holders.
(c) No specially engaged employees, representatives or other persons
will be used to solicit proxies.
(d) Estimated expenses of the 13D Shareholders Group of this
solicitation are $20,000; approximately $6,000 of expenses have been
incurred to date.
(e) The cost of the solicitation has been borne initially by the members
of the 13D Shareholders Group described in Attachment A.
Reimbursement will be sought from the registrant, Novametrix, if the
solicitation is successful.
Voting Securities And Principal Holders Thereof
(a) Number of common shares entitled to vote: As of July 1, 1995, based
upon the proxy statement of Novametrix dated August 15, 1995, there
were approximately 6,260,000 shares entitled to vote.
(b) It is unknown to the 13D Shareholders Group the record date, because
that is established by management of Novametrix, which has yet to do
so.
(c) There are no cumulative voting rights.
(d) (i) Security Ownership of Certain Beneficial Owners
The stockholders (including any "group," as that term is used
in Section 13(d)(3) of the Securities Exchange Act of 1934) who, to the
knowledge of the 13D Shareholders Group, owned beneficially more than five
percent of any class of the outstanding voting securities of the Company as of
July 1, 1995, and their respective shareholdings as of such date (according to
information furnished by them to the Company), are set forth in the following
table. Except as indicated in the footnotes to the table, all of such shares
are owned with sole voting and investment power.<F1>
<F1> For all information other than the Schedule 13D Shareholders Group, the
information is derived solely form the Proxy Statement dated August 15, 1995
of Novametrix.
Title of Shares Percent
Name and Address Class Beneficially Owned of Class
Auric Partners Ltd. . . . . Common 765,166 (1)(2) 11.7%
7575 East Fulton Road Series B
Ada, Michigan 49355 Preferred 60,000 (2) 60.0%
First Fidelity Incorporated Common 716,182 (3)(4) 10.9%
55 Broad Street Series B
Newark, New Jersey 07102 Preferred 40,000 (4) 40.0%
William W. Nicholson . . . . Common 418,222 (2) 7.1%
7575 East Fulton Road
Ada, Michigan 49355
William J. Lacourciere . . Common 406,638 (5) 6.6%
One Barnes Industrial Park Road
Wallingford, Connecticut 06492
13D Shareholders Group . . . Common 903,155 (6) 14.7%
(1) Includes 666,666 shares issuable upon the conversion of 60,000 shares
of Series B Preferred Stock.
(2) Information as to the holdings of Auric Partners Ltd., a Michigan
limited partnership ("Auric"), and Mr. Nicholson is based upon a
report on Schedule 13D filed by such persons with the Securities and
Exchange Commission (the "Commission") and information provided to
the Company by Auric. Such report indicates that Amway Corp., a
Michigan corporation ("Amway"), is the general partner of Auric and
that Mr. Nicholson is a limited partner of Auric and an officer of
Amway. Each of Amway and Mr. Nicholson disclaims beneficial
ownership of the shares held by Auric. Each of Auric and Amway
disclaims beneficial ownership of the shares held by Mr. Nicholson.
Each of Auric, Amway and Mr. Nicholson also disclaims beneficial
ownership of the shares held by First Fidelity.
(3) Consists of (i) 444,444 shares issuable upon the conversation of
40,000 shares of Series B Preferred Stock and (ii) 271,738 shares
issuable upon the exercise of currently exercisable warrants held by
First Fidelity Incorporated ("First Fidelity"), a wholly owned
subsidiary of First Fidelity Bancorporation, which warrants will
expire on May 23, 2000. The Series B Preferred Stock and warrants
were formerly held by First Fidelity Bank, Connecticut ("FFB-CT"),
formerly known as Union Trust Company prior to its acquisition by
First Fidelity Bancorporation.
(4) Information as to the holdings of First Fidelity is based upon a
report on Schedule 13D filed with the Commission by FFB-CT and
Northeast Bancorp, Inc., its parent corporation prior to the
acquisition of FFB-CT by First Fidelity Bancorporation. First
Fidelity Bancorporation may be deemed to be the indirect beneficial
owner of the shares held by First Fidelity by virtue of its ownership
of all of the stock of First Fidelity. Each of First Fidelity and
First Fidelity Bancorporation disclaims beneficial ownership of the
shares held by each of Auric and Mr. Nicholson.
(5) Includes (i) 304,078 shares issuable upon the exercise of currently
exercisable warrants held by Mr. Lacourciere, the Chairman of the
Board, President and Chief Executive Officer and a director of the
Company, which warrants will expire on December 28, 1999, (ii) 5,035
shares held for the account of Mr. Lacourciere under the Employee
Stock Ownership Plan of the Company (the "ESOP"), (iii) 1,000 shares
issuable upon the exercise of Class A warrants, and 1,000 shares
issuable upon the exercise of Class B warrants held by Mr.
Lacourciere, which warrants are currently exercisable and will expire
on December 8, 1997 and December 8, 1999, respectively, and (iv)
10,000 shares issuable upon the exercise of currently exercisable
options held by Mr. Lacourciere. Does not include 38,889 shares held
by the ESOP with respect to which Mr. Lacourciere, as co-trustee, has
shared voting and investment power.
(6) Includes 218,550 shares issuable upon the exercise of currently
exercisable warrants.
(ii) Security Ownership of Management
The following table sets forth, as of July 1, 1995, the number of
shares of the outstanding voting securities of the Company beneficially
owned by each of the Company's directors and nominees for director, each
executive officer named in the Summary Compensation Table of the
Novametrix proxy statement dated August 15, 1995, and all directors and
executive officers as a group, according to information furnished by such
persons to Novametrix.<F2>
<F2> This information is derived solely from the Proxy Statement dated August
15, 1995 of Novametrix.
Title of Shares Percent
Name and Address Class Beneficially Owned of Class
Thomas M. Haythe . . . . . . . . . Common 113,540 (1) 1.9%
Director of the Company
William J. Lacourciere . . . . . . Common 406,638 (2) 6.6%
Chairman of the Board, President
and Chief Executive Officer of
the Company and Director of the
Company
Michael J. Needham . . . . . . . . Common 25,588 (3) *
Director of the Company
Photios T. Paulson . . . . . . . . . Common 13,000 (4) *
Director of the Company
Steven J. Shulman . . . . . . . . . -- -- --
Director of the Company
Joseph A. Vincent . . . . . . . . . Common 53,811 (5) *
Vice President Finance, Chief
Financial Officer, Treasurer and
Secretary of the Company and
Director of the Company
All directors and executive . . . . Common 646,637 (1) (2) 10.2%
officers as a group (3) (4)
(seven persons) (5) (6)
* Less than one percent.
(1) Includes (i) 14,844 shares issuable upon the exercise of currently
exercisable warrants held by Mr. Haythe, which warrants will expire
on December 31, 1997, (ii) 10,744 shares issuable upon the exercise
of currently exercisable warrants held by Mr. Haythe, which warrants
will expire on March 10, 1999, (iii) 10,878 shares issuable upon the
exercise of currently exercisable warrants held by Mr. Haythe, which
warrants will expire on April 11, 2000, (iv) 15,995 shares issuable
upon the exercise of currently exercisable warrants held by Mr.
Haythe, which warrants will expire on November 30, 2000 and (v) 7,234
shares issuable upon the exercise of currently exercisable warrants
held by Mr. Haythe, which warrants will expire on November 30, 2000.
Does not include 38,889 shares held by the ESOP, with respect to
which Mr. Haythe, as co-trustee, has shared voting and investment
power.
(2) Includes (i) 304,078 shares issuable upon the exercise of currently
exercisable warrants held by Mr. Lacourciere, which warrants will
expire on December 28, 1999, (ii) 5,035 shares held for the account
of Mr. Lacourciere under the ESOP, (iii) 1,000 shares issuable upon
the exercise of Class A warrants and 1,000 shares issuable upon the
exercise of Class B warrants held by Mr. Lacourciere, which warrants
are currently exercisable and will expire on December 8, 1997 and
December 8, 1999, respectively, and (iv) 10,000 shares issuable upon
the exercise of currently exercisable stock options held by Mr.
Lacourciere. Does not include 38,889 shares held by the ESOP with
respect to which Mr. Lacourciere, as co-trustee, has shared voting
and investment power.
(3) Includes (i) 14,844 shares issuable upon the exercise of currently
exercisable warrants held by Mr. Needham, which warrants will expire
on December 31, 1997, and (ii) 10,744 shares issuable upon the
exercise of currently exercisable warrants held by Mr. Needham, which
warrants will expire on March 10, 1999.
(4) Includes 10,000 shares issuable upon the exercise of currently
exercisable warrants held by Mr. Paulson, which warrants will expire
on November 30, 2002.
(5) Includes (i) 2,519 shares held for the account of Mr. Vincent under
the ESOP, (ii) 200 shares issuable upon the exercise of Class A
warrants and 200 shares issuable upon the exercise of Class B
warrants held by Mr. Vincent, which warrants are currently
exercisable and will expire on December 8, 1997 and December 8, 1999,
respectively, and (iii) 48,334 shares issuable upon the exercise of
currently exercisable stock options held by Mr. Vincent. Does not
include 38,889 shares held by the ESOP with respect to which Mr.
Vincent, as co-trustee, has shared voting and investment power.
(6) Includes (i) 985 shares held for the account of Leslie E. Mace, Vice
President Engineering of the Company, under the ESOP, (ii) 24,535
shares issuable upon the exercise of currently exercisable warrants
held by Mr. Mace, which warrants will expire on March 22, 2000, and
(iii) 5,333 shares issuable upon the exercise of currently
exercisable stock options held by Mr. Mace.
(e) To the best of the knowledge of the 13D Shareholders Group, there
have been no changes in control of Novametrix since the beginning of
the last fiscal year.
Nominees for Election of Directors
Dr. Vartan Ghugasian
Dr. Ghugasian is 51 years old. Dr. Ghugasian has been a practicing
dentist in Massachusetts since 1972. Dr. Ghugasian has enjoyed a number
of academic appointments. These include his present position as an
Associate in Prosthetic Dentistry, Harvard School of Dental Medicine,
which he has held since 1980. Dr. Ghugasian is a director of the
Karagheusian Commemorative Corporation of New York City. Dr. Ghugasian is
a member of the 13D Shareholders Group and owns 13,500 shares of the
common stock of the Corporation as well as 44,000 shares with Takuhe
Ghugasian. As a member of the Shareholders Group, he supports adoption of
the shareholder proposal described in the following pages. Dr. Ghugasian
has had no business relationship with Novametrix and has no family or
business relationship with any existing directors or management.
Paul A. Cote, Esq.
Paul Cote is 66 years old. Mr. Cote has been a practicing lawyer in Maine
since 1955 and is the President and Director of his law firm, Cote, Cote &
Hamann. Mr. Cote is a member of the bar of several courts in the United
States, including the U.S. Supreme Court. Mr. Cote is a former judge.
Mr. Cote is a graduate of Boston University Law School. Mr. Cote was a
member of the Board of Directors of Secor Federal Savings & Loan,
Birmingham, Alabama, in 1992 and 1993, a bank with assets of $2 billion
and which was listed on NASDAQ. Mr. Cote was also a member of the
following Boards: Advisory Boards of Fleet Bank (1990-1992); Northeast
Bankshares Association (later became Norstar and then Fleet) (1975-1989);
and Auburn-Lewiston United Way (later to become Auburn-Lewiston United
Fund) (1957-1967). Mr. Cote, individually and with his wife Joan, owns
71,120 shares of the Corporation and 51,680 warrants, which accounts for
2.0% of the Corporation. Mr. Cote is a member of the 13D Shareholders
Group and advocates the acceptance of the shareholder proposal described
in the following pages. Mr. Cote has had no business relationship with
Novametrix and has no family or business relationship with any existing
directors or management.
John Orestis, Esq.
John Orestis is 53 years old. Mr. Orestis is President of North Country
Associates, Inc., the operator of nine long-term health care facilities.
Mr. Orestis is a graduate of American University, having been a partner at
the law firm of Skelton, Taintor, Abbott & Orestis from 1968 to 1987. Mr.
Orestis is a member of the bar of several courts in the United States,
including the U.S. Supreme Court. Mr. Orestis was also Mayor of the City
of Lewiston, Maine from 1973 to 1975. Mr. Orestis was also a member of
the following boards: L/A Arts, Director (1992-1994); Lewiston/Auburn
College of the University of Maine Board of Advisors (1991-1995); Maine
Health Care Association (1987-1989, 1993-present); Maine Development
Foundation (1993-present); Maine Economic Growth Council (1993);
Leadership Maine, Advisory Board (1994-present), Chair (1995); White House
Conference on Aging, Presidential Delegate (1995) and State of Maine
Productivity Realization Task Force (1995-present). Mr. Orestis owns
74,500 shares of the Corporation and 69,460 warrants, which accounts for
2.3% of the Corporation. Mr. Orestis is a member of the 13D Shareholders
Group and advocates the acceptance of the shareholder proposal described
in the following pages. Mr. Orestis has had no business relationship with
Novametrix and has no family or business relationship with any existing
directors or management.
Compensation Of Directors And Executive Officers
Novametrix has not provided any compensation to any nominees of the Paul
Cote Schedule 13D Shareholders Group.
Other Matters To Be Acted Upon
The 13D Shareholders Group will submit for vote at the annual meeting the
shareholders proposal listed below. The 13D Shareholders Group seeks your
proxy to vote in favor of the proposal. The supporting statement for the
proposal is described below.
Proposal
The Shareholders urge the Board of Directors of the Company to take steps
necessary to initiate a program the objective of which is to maximize
shareholder values. Such program should require, as a first step, that
the directors engage the services of a qualified investment banker to
evaluate whether the current market quotations accurately reflect the true
value of the company and to propose a course of action based upon its
findings. If the proposal is approved by the shareholders and acted upon
by the directors, the directors should report the status of the program in
the next quarterly report to shareholders or by an equivalent timely
communication.
Statement in Support of Proposal
Although the company's normal business activities appear to be conducted
efficiently from the standpoint of operations, there does not appear to be
any direct management concern with respect to maximizing the investment
value of the company's shareholders. The company's stock market price has
gyrated widely over the past few years and it is clear that market
quotations cannot be relied upon as a true indicator of shareholder
values. It would appear that a more accurate appraisal of the company's
strengths, weaknesses and potential by a qualified investment banking
house would provide invaluable information both to the management and the
company's shareholders in planning the company's future course and
direction. Although the company clearly knows its competition, a study
such as requested would sharply delineate the company's relative value
position in the medical instrument field as a whole. Such information
would provide management and the shareholders with a much broader and,
strategically, more valuable planning tool, than simple price and product
comparisons of its competition. The ultimate value of the company and its
true position in the market place has never been clearly studied. The
stock market is obviously an imperfect guide and a study such as requested
would fill this void.