-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OHzqqFhwawkuJ6jCPZWOOwAnMob/csqR/iHag5qGh1Xv8A5gYZ5QJQNHaBSZi+XC 5UmbPpQsPxXtmxYK4CxL2w== 0000908645-98-000100.txt : 19980519 0000908645-98-000100.hdr.sgml : 19980519 ACCESSION NUMBER: 0000908645-98-000100 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980518 SROS: NONE GROUP MEMBERS: ELLIOTT ASSOCIATES LP GROUP MEMBERS: LOUIS P. PELLEGRINO FAMILY TRUST GROUP MEMBERS: MARTLEY INTERNATIONAL, INC. GROUP MEMBERS: PELLEGRINO IRREVOCABLE INSURANCE TRUST GROUP MEMBERS: WESTGATE INTERNATIONALM L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NOVAMETRIX MEDICAL SYSTEMS INC CENTRAL INDEX KEY: 0000310450 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 060977422 STATE OF INCORPORATION: DE FISCAL YEAR END: 0429 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-30315 FILM NUMBER: 98627151 BUSINESS ADDRESS: STREET 1: 1 BARNES INDUSTRIAL PARK RD CITY: WALLINGFORD STATE: CT ZIP: 06492 BUSINESS PHONE: 203-265-77 MAIL ADDRESS: STREET 1: 1 BARNES INDUSTRIAL PARK ROAD CITY: WALLINGFORD STATE: CT ZIP: 06492 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ELLIOTT ASSOCIATES LP CENTRAL INDEX KEY: 0000904495 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 222140975 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125062999 MAIL ADDRESS: STREET 1: ELLIOTT ASSOCIATES LP STREET 2: 712 5TH AVE CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D 1 SC 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. ___)* Novametrix Medical Systems Inc. (Name of Issuer) Common Stock, $.01 par value per share (Title of Class of Securities) 669870 10 7 (CUSIP Number) Paul Jacobs, Esq. Fulbright & Jaworski L.L.P. 666 Fifth Avenue New York, New York 10103 (212) 318-3000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 7, 1998 (Date of Event which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 20 Pages) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 669870 10 7 Page 2 of 20 Pages 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Elliott Associates, L.P., a Delaware limited partnership 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER 7 SOLE VOTING POWER OF 126,350 SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY 9 SOLE DISPOSITIVE POWER EACH 126,350 REPORTING 10 SHARED DISPOSITIVE POWER PERSON WITH 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 126,350 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.4% 14 TYPE OF REPORTING PERSON* PN * SEE INSTRUCTIONS BEFORE FILLING OUT! -2- SCHEDULE 13D CUSIP No. 669870 10 7 Page 3 of 20 Pages 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Westgate International, L.P., a Cayman Islands limited partnership 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, British West Indies NUMBER 7 SOLE VOTING POWER OF 0 SHARES 8 SHARED VOTING POWER BENEFICIALLY 126,600 OWNED BY 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING 10 SHARED DISPOSITIVE POWER PERSON WITH 126,600 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 126,600 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.4% 14 TYPE OF REPORTING PERSON* PN * SEE INSTRUCTIONS BEFORE FILLING OUT! -3- SCHEDULE 13D CUSIP No. 669870 10 7 Page 4 of 20 Pages 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Martley International, Inc., a Delaware corporation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER 7 SOLE VOTING POWER OF 0 SHARES 8 SHARED VOTING POWER BENEFICIALLY 126,600 OWNED BY 9 SOLE DISPOSITIVE POWER EACH 0 REPORTING 10 SHARED DISPOSITIVE POWER PERSON WITH 126,600 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 126,600 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.4% 14 TYPE OF REPORTING PERSON* CO * SEE INSTRUCTIONS BEFORE FILLING OUT! -4- SCHEDULE 13D CUSIP No. 669870 10 7 Page 5 of 20 Pages 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Thomas J. Abbenante 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER 7 SOLE VOTING POWER OF 48,375 SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY 9 SOLE DISPOSITIVE POWER EACH 48,375 REPORTING 10 SHARED DISPOSITIVE POWER PERSON WITH 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 48,375 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.5% 14 TYPE OF REPORTING PERSON* IN * SEE INSTRUCTIONS BEFORE FILLING OUT! -5- SCHEDULE 13D CUSIP No. 669870 10 7 Page 6 of 20 Pages 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Louis P. Pellegrino Family Trust 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Connecticut NUMBER 7 SOLE VOTING POWER OF 181,121 SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY 9 SOLE DISPOSITIVE POWER EACH 181,121 REPORTING 10 SHARED DISPOSITIVE POWER PERSON WITH 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 181,121 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.0% 14 TYPE OF REPORTING PERSON* OO * SEE INSTRUCTIONS BEFORE FILLING OUT! -6- SCHEDULE 13D CUSIP No. 669870 10 7 Page 7 of 20 Pages 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Pellegrino Irrevocable Insurance Trust 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Connecticut NUMBER 7 SOLE VOTING POWER OF 50,000 SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY 9 SOLE DISPOSITIVE POWER EACH 50,000 REPORTING 10 SHARED DISPOSITIVE POWER PERSON WITH 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 50,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |X| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.6% 14 TYPE OF REPORTING PERSON* OO * SEE INSTRUCTIONS BEFORE FILLING OUT! -7- SCHEDULE 13D CUSIP No. 669870 10 7 Item 1. Security and Issuer. This statement relates to the common stock, $.01 par value per share ("Common Stock"), of Novametrix Medical Systems Inc., a Delaware corporation (the "Issuer"), whose principal executive offices are located at 5 Technology Drive, Wallingford, Connecticut 06492. Item 2. Identity and Background. (a)-(c) The names of the persons filing this statement on Schedule 13D are: Elliott Associates, L.P., a Delaware limited partnership and its wholly-owned subsidiaries (collectively, "Elliott"); Westgate International, L.P., a Cayman Islands limited partnership ("Westgate"); Martley International, Inc., a Delaware corporation ("Martley"); Thomas J. Abbenante ("Abbenante"); Louis P. Pellegrino Family Trust, a trust organized under the laws of the State of Connecticut (the "Family Trust"); and Pellegrino Irrevocable Insurance Trust, a trust organized under the laws of the State of Connecticut (the "Insurance Trust"). Paul E. Singer ("Singer") and Braxton Associates, L.P., a Delaware limited partnership ("Braxton LP"), which is controlled by Singer, are the general partners of Elliott. Hambledon, Inc., a Cayman Islands corporation ("Hambledon"), is the sole general partner of Westgate. Martley is the investment manager for Westgate. Martley expressly disclaims equitable ownership of and pecuniary interest in any Common Stock. Abbenante and Peter J. Pellegrino ("Pellegrino") are the co-trustees of the Family Trust. Abbenante is the sole trustee of the Insurance Trust. Each of Elliott, Westgate, Martley, Abbenante, the Family Trust and the Insurance Trust may hereinafter also be referred to as a "Reporting Person" and, collectively, as the "Reporting Persons." Elliott The business address of Elliott is 712 Fifth Avenue, 36th Floor, New York, New York 10019. The principal business of Elliott is to purchase, sell, trade and invest in securities. Singer The business address of Singer is 712 Fifth Avenue, 36th Floor, New York, New York 10019. The principal occupation or employment of Singer is serving as general partner of Elliott and Braxton LP and President of Martley. Braxton LP The business address of Braxton LP is 712 Fifth Avenue, 36th Floor, New York, New York 10019. The principal business of Braxton LP is the furnishing of investment advisory services. -8- The names, business addresses, and present principal occupation or employment of the general partners of Braxton LP are as follows: Paul E. Singer 712 Fifth Avenue, 36th Floor New York, New York 10019 General partner of Elliott and Braxton LP and President of Martley Braxton Associates, Inc. 712 Fifth Avenue, 36th Floor New York, New York 10019 General partner of Braxton LP The name, business address and present principal occupation or employment of each director and executive officer of Braxton Associates, Inc. are as follows: Paul E. Singer 712 Fifth Avenue 36th Floor New York, New York 10019 General partner of Elliott and Braxton LP and President of Martley Westgate The business address of Westgate is Westgate International, L.P., c/o Midland Bank Trust Corporation (Cayman) Limited, P.O. Box 1109, Mary Street, Grand Cayman, Cayman Islands, British West Indies. The principal business of Westgate is to purchase, sell, trade and invest in securities. The name, business address, and present principal occupation or employment of the general partner of Westgate are as follows: Hambledon, Inc. c/o Midland Bank Trust Corporation (Cayman) Limited P.O. Box 1109 Mary Street Grand Cayman Cayman Islands British West Indies General partner of Westgate Hambledon The business address of Hambledon is c/o Midland Bank Trust Corporation (Cayman) Limited, P.O. Box 1109, Mary Street, Grand Cayman, Cayman Islands, British West Indies. The principal business of Hambledon is to serve as general partner of Westgate. The name, business address, and present principal occupation or employment of each director and executive officer of Hambledon are as follows: -9- Paul E. Singer 712 Fifth Avenue 36th Floor New York, New York 10019 General partner of Elliott and Braxton LP and President of Martley Martley The business address of Martley is 712 Fifth Avenue, 36th Floor, New York, New York 10019. The principal business of Martley is to act as investment manager for Westgate. The name, business address, and present principal occupation or employment of each director and executive officer of Martley are as follows: Paul E. Singer 712 Fifth Avenue 36th Floor New York, New York 10019 General partner of Elliott and Braxton LP and President of Martley Abbenante The business address of Abbenante is 11 Business Park Drive, Branford, Connecticut 06405. The principal occupation or employment of Abbenante is Chairman of the Board of Ivy Biomedical Systems, Inc. The Family Trust The business address of the Family Trust is Louis P. Pellegrino Family Trust, c/o Thomas J. Abbenante, as Co-Trustee, 11 Business Park Drive, Branford, Connecticut 06405. The principal business of the Family Trust is the holding and management of investments for the benefit of the beneficiaries of the Family Trust. The names, business addresses, and present principal occupation or employment of the co-trustees of the Family Trust are as follows: Thomas J. Abbenante 11 Business Park Drive Branford, Connecticut 06405 Chairman of the Board of Ivy Biomedical Systems, Inc. Peter J. Pellegrino 28 Apple Lane Branford, Connecticut 06405 Accountant -10- The Insurance Trust The business address of the Insurance Trust is Pellegrino Irrevocable Insurance Trust, c/o Thomas J. Abbenante, as Trustee, 11 Business Park Drive, Branford, Connecticut 06405. The principal business of the Insurance Trust is the holding and management of investments for the benefit of the beneficiaries of the Insurance Trust. The names, business addresses, and present principal occupation or employment of the trustee of the Insurance Trust are as follows: Thomas J. Abbenante 11 Business Park Drive Branford, Connecticut 06405 Chairman of the Board of Ivy Biomedical Systems, Inc. (d)-(e) During the last five years, none of the persons or entities above has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. (f) All of the natural persons listed above are citizens of the United States of America. Item 3. Source and Amount of Funds or Other Consideration. The source and amount of funds used by Elliott in making purchases of Common Stock beneficially owned by it are set forth below: Source of Funds Amount of Funds Margin accounts maintained at Merrill Lynch, Paine Webber, Prudential and Smith Barney $986,394.64 The source and amount of funds used by Westgate in making purchases of Common Stock beneficially owned by it are set forth below: Source of Funds Amount of Funds Margin accounts maintained at Merrill Lynch, Paine Webber, Prudential and Smith Barney $989,178.13 The source and amount of funds used by Abbenante in making purchases of Common Stock beneficially owned by it are set forth below: Source of Funds Amount of Funds Margin account maintained at Brean Murray & Co., Inc. $388,638.65 -11- The acquisition of Common Stock beneficially owned by the Family Trust did not involve purchases. Shares of Common Stock and the Warrants (as defined below) were deposited into the Family Trust upon the death of the grantor. The acquisition of Common Stock beneficially owned by the Insurance Trust did not involve purchases. Shares of Common Stock were deposited into the Insurance Trust upon the death of the grantor. Item 4. Purpose of Transaction. The shares of Common Stock purchased by the Reporting Persons have been acquired as part of a plan which includes the Reporting Persons' demands that (i) the Reporting Persons be represented on the Issuer's Board of Directors by designees of the Reporting Persons, in place of the Issuer's Chairman of the Board and other directors who have historically supported management, and (ii) the Issuer's senior management team be replaced. The Reporting Persons believe that the Issuer's senior management team lacks the vision and the ability to lead the Issuer and grow its business in an increasingly competitive environment. The Reporting Persons further believe that the Issuer's current management team has failed to fully exploit the Issuer's technology, failed to recognize the Issuer's need to expand significantly its product offerings and failed to position the Issuer as a diversified medical products company. The Reporting Persons believe that a new management team must be put into place in order for the Issuer to realize fully its potential as a global, diversified force in the medical products industry. Through their representation on the Issuer's Board of Directors, the Reporting Persons intend to encourage the Issuer and this new management team to explore various strategic alternatives, including the acquisition of complementary businesses, the establishment of joint ventures and marketing arrangements and possible business combinations involving the Issuer. The Reporting Persons have not decided upon any specific individuals to replace the senior management of the Issuer or any specific plan or proposal with respect to the business of the Issuer. There can be no assurance that any plan or proposal for a strategic alternative will be developed or that, if developed, will be beneficial to the Issuer and its stockholders. The Reporting Persons have sent to each member of the Board of Directors of the Issuer a letter in the form attached hereto as Exhibit A, regarding the foregoing. In the event that the Issuer's Board of Directors declines to meet with the Reporting Persons and comply with their demands, the Reporting Persons are prepared to take any and all actions necessary to obtain the desired representation of the Board of Directors and to replace the current senior management team for the reasons outlined above. Depending on market conditions and other factors that he or it may deem material, each of the Reporting Persons may purchase additional shares of Common Stock in the open market, in private transactions or by any other permissible means if deemed advisable or may dispose of all or a portion of the shares of Common Stock that are presently owned or hereafter acquired. -12- Other than as described in this Item 4, none of the Reporting Persons has any present plans or proposals which relate to or would result in any of the actions set forth in subparagraphs (a) through (j) of Item 4. Item 5. Interest in Securities of the Issuer. (a) Elliott beneficially owns 126,350 shares of Common Stock, constituting approximately 1.4% of the outstanding shares of Common Stock. Westgate beneficially owns 126,600 shares of Common Stock, constituting approximately 1.4% of the outstanding shares of Common Stock. Abbenante beneficially owns 48,375 shares of Common Stock, constituting approximately 0.5% of the outstanding shares of Common Stock. The Family Trust beneficially owns 181,121 shares of Common Stock, constituting approximately 2.0% of the outstanding shares of Common Stock. This includes 135,121 shares of Common Stock underlying certain warrants to purchase shares of Common Stock (the "Warrants") at an exercise price equal to $.89 per share. The Warrants expire on December 28, 1999. The Insurance Trust beneficially owns 50,000 shares of Common Stock, constituting approximately 0.6% of the outstanding shares of Common Stock. The Reporting Persons together beneficially own 532,446 shares of Common Stock, constituting approximately 6.0% of the outstanding shares of Common Stock. Each of Elliott, Westgate and Martley disclaims beneficial ownership of any and all shares of Common Stock beneficially owned by any of the other Reporting Persons. Abbenante disclaims beneficial ownership of any and all shares of Common Stock beneficially owned by any of Elliott, Westgate and Martley. Each of the Family Trust and the Insurance Trust disclaims beneficial ownership of any and all shares of Common Stock beneficially owned by any of the other Reporting Persons. However, the Reporting Persons may nevertheless be deemed to constitute a group by reason of their acting together for the purposes set forth in Item 4 above. All percentage calculations are based upon 8,812,993 shares of Common Stock issued and outstanding as of February 28, 1998, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended February 1, 1998. (b) Elliott has the power to vote or direct the vote of, and to dispose of or direct the disposition of, the shares of Common Stock beneficially owned by it. Westgate has the shared power with Martley to vote or direct the vote of, and to dispose of or direct the disposition of, the shares of Common Stock owned by Westgate. Information regarding each of Westgate and Martley for the purposes of this subparagraph (b) of this Item 5 is set forth in Item 2 above and expressly incorporated by reference herein. Abbenante has the power to vote or direct the vote of, and to dispose of or direct the disposition of, the shares of Common Stock beneficially owned by him. Abbenante has the shared power with Pellegrino to vote or direct the vote of, and to dispose of or direct the disposition of, the shares of Common Stock beneficially owned by the Family Trust. Information regarding each of Abbenante -13- and Pellegrino for the purposes of this subparagraph (b) of this Item 5 is set forth in Item 2 above and expressly incorporated by reference herein. Abbenante has the power to vote or direct the vote of, and to dispose of or direct the disposition of, the shares of Common Stock beneficially owned by the Insurance Trust. (c) A summary of the transactions effected by each of the Reporting Persons during the past sixty (60) days is set forth on Exhibit B attached hereto. These transactions were effected by the Reporting Persons on the Nasdaq National Market. No other transactions were effected by any of the Reporting Persons during the past sixty (60) days. (d) No person other than Elliott has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by Elliott. No person other than Westgate has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by Westgate or Martley. No person other than Abbenante has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by Abbenante. No person other than the Family Trust and its beneficiaries has the right to receive dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by the Family Trust. No person other than Abbenante and Pellegrino has the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by the Family Trust. No person other than the Insurance Trust and its beneficiaries has the right to receive dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by the Insurance Trust. No person other than Abbenante has the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by the Insurance Trust. (e) Inapplicable Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. None. Item 7. Material to be Filed as Exhibits. Exhibit A - Form of Letter to Board of Directors of the Issuer Exhibit B - Item 5(c): Transactions Effected During the Past 60 Days Exhibit C - Joint Filing Agreement -14- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. May 18, 1998 (Date) ELLIOTT ASSOCIATES, L.P. By: /s/ Paul E. Singer Name: Paul E. Singer Title: General Partner WESTGATE INTERNATIONAL, L.P. By: MARTLEY INTERNATIONAL, INC., as Investment Manager By: /s/ Paul E. Singer Name: Paul E. Singer Title: President MARTLEY INTERNATIONAL, INC. By: /s/ Paul E. Singer Name: Paul E. Singer Title: President /s/ Thomas J. Abbenante Thomas J. Abbenante LOUIS P. PELLEGRINO FAMILY TRUST By: /s/ Thomas J. Abbenante Name: Thomas J. Abbenante Title: Trustee PELLEGRINO IRREVOCABLE INSURANCE TRUST By: /s/ Thomas J. Abbenante Name: Thomas J. Abbenante Title: Trustee -15- EXHIBIT A FORM OF LETTER TO THE BOARD OF DIRECTORS OF NOVAMETRIX MEDICAL SYSTEMS INC. THOMAS J. ABBENANTE 11 Business Park Drive Branford, Connecticut 06405 May 18, 1998 Novametrix Medical Systems Inc. 5 Technology Drive P.O. Box 690 Wallingford, CT 06492 Attn: William J. Lacourciere, Chairman of the Board, and the other members of the Board Gentlemen: I, together with Elliott Associates, L.P. ("Elliott"), Westgate International, L.P. ("Westgate"), the Louis P. Pellegrino Family Trust (the "Family Trust") and the Pellegrino Irrevocable Insurance Trust (together with Elliott, Westgate and the Family Trust, the "Investor Group"), beneficially own over 5% of the common stock of Novametrix. The Investor Group hereby demands a meeting with the Company's Board of Directors to insist that (i) the Investor Group be represented on the Board of Directors by designees of the Investor Group, in place of the Company's Chairman of the Board and other directors who have historically supported management, and (ii) the Company's senior management team be replaced. Medical equipment suppliers that offer multiple product lines to healthcare institutions and other customers have a competitive advantage in the segment of the medical products industry in which Novametrix competes. The Investor Group believes that the current senior management team lacks the vision and the ability to lead Novametrix and grow its business in this increasingly competitive environment. The Company's current management team has failed to fully exploit Novametrix's technology, failed to recognize Novametrix's need to significantly expand its product offerings and failed to position Novametrix as a diversified medical products company. It is clear that a new management team must be put into place in order for Novametrix to realize fully its potential as a global, diversified force in the medical products industry. Through its representation on the Company's Board of Directors, the Investor Group intends to encourage the Company and this new management team to explore various strategic alternatives, including the acquisition of complementary businesses, the establishment of joint ventures and marketing arrangements and possible business combinations involving the Company. Please be advised that, in the event the Board of Directors declines to meet with the Investor Group and comply with its demands, the Investor Group is prepared to take any and all actions necessary to obtain the desired representation on the Company's Board of -1- Directors and to replace the current senior management team of Novametrix for the reasons outlined herein. Thank you in advance for your prompt attention to this matter, and I look forward to hearing from you soon. Very truly yours, /s/ Thomas J. Abbenante Thomas J. Abbenante -2- EXHIBIT B ITEM 5(c): TRANSACTIONS EFFECTED DURING THE PAST 60 DAYS Amount of Shares Approximate Price per Reporting Date of Acquired Share (exclusive of Transaction Security (Disposed) commissions) Elliott 3/16/98 Common Stock 1,300 $6.88 3/16/98 Common Stock 5,000 $7.00 3/20/98 Common Stock 2,000 $6.63 3/23/98 Common Stock 6,700 $6.73 3/24/98 Common Stock 3,500 $6.56 3/30/98 Common Stock 600 $6.81 3/31/98 Common Stock 10,000 $7.09 4/3/98 Common Stock 2,500 $7.31 4/8/98 Common Stock 1,500 $7.31 4/14/98 Common Stock 8,650 $7.90 4/15/98 Common Stock 4,100 $8.26 4/16/98 Common Stock 7,500 $8.69 4/17/98 Common Stock 2,500 $8.44 4/24/98 Common Stock 4,700 $8.13 4/27/98 Common Stock 7,100 $7.88 4/28/98 Common Stock 2,000 $7.88 4/28/98 Common Stock 3,700 $8.25 4/29/98 Common Stock 2,400 $8.18 4/30/98 Common Stock 1,800 $8.10 5/1/98 Common Stock 4,300 $8.11 5/6/98 Common Stock 1,000 $8.13 5/7/98 Common Stock 8,000 $8.12 5/8/98 Common Stock 5,500 $8.18 5/11/98 Common Stock 12,800 $8.13 5/12/98 Common Stock 3,500 $8.11 5/13/98 Common Stock 2,000 $7.69 5/14/98 Common Stock 4,200 $7.97 5/14/98 Common Stock 2,800 $8.11 5/15/98 Common Stock 2,200 $8.17 Westgate 3/16/98 Common Stock 2,200 $6.88 3/16/98 Common Stock 1,000 $6.94 3/16/98 Common Stock 5,000 $7.00 3/23/98 Common Stock 6,800 $6.73 3/24/98 Common Stock 3,500 $6.56 3/30/98 Common Stock 600 $6.81 3/31/98 Common Stock 10,000 $7.09 4/3/98 Common Stock 2,500 $7.31 4/8/98 Common Stock 1,500 $7.31 4/14/98 Common Stock 8,500 $7.90 4/15/98 Common Stock 4,100 $8.26 4/16/98 Common Stock 7,500 $8.69 4/17/98 Common Stock 2,500 $8.44 4/24/98 Common Stock 2,100 $8.13 4/24/98 Common Stock 2,800 $8.19 4/27/98 Common Stock 7,000 $7.88 4/28/98 Common Stock 2,000 $7.88 4/28/98 Common Stock 3,800 $8.25 4/29/98 Common Stock 2,300 $8.18 4/30/98 Common Stock 1,900 $8.10 -1- EXHIBIT B (continued) Amount of Shares Approximate Price per Reporting Date of Acquired Share (exclusive of Person Transaction Security (Disposed) commissions) Westgate 5/1/98 Common Stock 4,300 $8.11 (cont.) 5/7/98 Common Stock 8,900 $8.12 5/8/98 Common Stock 4,500 $8.18 5/8/98 Common Stock 1,000 $8.25 5/11/98 Common Stock 12,900 $8.13 5/12/98 Common Stock 3,500 $8.11 5/13/98 Common Stock 2,000 $7.69 5/14/98 Common Stock 4,300 $7.97 5/14/98 Common Stock 2,900 $8.11 5/15/98 Common Stock 2,200 $8.17 Martley None Abbenante 4/8/98 Common Stock 3,000 $7.31 4/14/98 Common Stock 8,575 $7.90 4/15/98 Common Stock 4,100 $8.26 4/17/98 Common Stock 2,000 $8.31 4/27/98 Common Stock 2,000 $7.93 4/28/98 Common Stock 3,500 $8.06 5/1/98 Common Stock 3,000 $8.31 5/1/98 Common Stock 1,300 $8.31 5/4/98 Common Stock 6,000 $8.18 5/12/98 Common Stock 4,800 $7.77 5/14/98 Common Stock 5,700 $8.11 5/15/98 Common Stock 4,400 $8.17 Family Trust 4/8/98 Common Stock (4,000) $7.06 4/8/98 Common Stock (1,000) $7.13 4/21/98 Common Stock (3,500) $8.59 4/21/98 Common Stock (1,500) $8.69 4/22/98 Common Stock(1) 5,000 $0.89 Insurance Trust None (1) Acquired upon the exercise of warrants. -2- EXHIBIT C JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock of Novametrix Medical Systems Inc., dated May 18, 1998, is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. Dated as of: May 18, 1998 ELLIOTT ASSOCIATES, L.P. By: /s/ Paul E. Singer Name: Paul E. Singer Title: General Partner WESTGATE INTERNATIONAL, L.P. By: MARTLEY INTERNATIONAL, INC., as Investment Manager By: /s/ Paul E. Singer Name: Paul E. Singer Title: President MARTLEY INTERNATIONAL, INC. By: /s/ Paul E. Singer Name: Paul E. Singer Title: President /s/ Thomas J. Abbenante Thomas J. Abbenante LOUIS P. PELLEGRINO FAMILY TRUST By: /s/ Thomas J. Abbenante Name: Thomas J. Abbenante Title: Trustee PELLEGRINO IRREVOCABLE INSURANCE TRUST By: /s/ Thomas J. Abbenante Name: Thomas J. Abbenante Title: Trustee -3- -----END PRIVACY-ENHANCED MESSAGE-----