13D SHAREHOLDERS GROUP
John C. Allen, Sr. Donn Gifford
Lillian I. Allen Linda Gifford
Roland R. Batson Ginette Gladu
Richard Boulet Robert R. Gladu
Joan P. Cote Andrew Gross
Paul A. Cote Dana Gross
Normand F. Doyon John F. Gross
Pauline G. Doyon Susan T. Gross
Sandra Dunham Diane James
Thomas B. Dunham Richard James
Adrienne R. Emmi William Lagerson
Anthony N. Emmi Pierre Levesque
Armen Ghugasian Edgar Morin
Takuhe Ghugasian John Orestis
Vartan Ghugasian Raymond E. Robichaud
DEFINITIVE 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. However, management has informed us that
the meeting date may change.
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 or after August 15, 1996.
TO BE GIVEN TO STOCKHOLDERS ON OR AFTER AUGUST 15, 1996
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 except
Garrand & Co., Inc., (207) 795-6278.
(d) Estimated expenses of the 13D Shareholders Group of
this solicitation are $20,000; approximately $8,000 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 from 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 Rd
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
warrant 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 a position as an Associate in Prosthetic
Dentistry, Harvard School of Dental Medicine, which he held
from 1980 until 1993. 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.
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.