SEC Info - Elliott Associates, L.P., et al. - ‘SC 13D’ on 5/18/98 re: Novametrix Medical Systems Inc

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Elliott Associates, L.P., et al. – ‘SC 13D’ on 5/18/98 re: Novametrix Medical Systems Inc

As of: Monday, 5/18/98 · Accession #: 908645-98-100 · File #: 5-30315

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/18/98  Elliott Associates, L.P.          SC 13D                 1:33K  Novametrix Medical Systems Inc    Fulbright & Jawo… LLP/FA
          Elliott Associates LP
          Louis P. Pellegrino Family Trust
          Martley International, Inc.
          Pellegrino Irrevocable Insurance Trust
          Westgate Internationalm L.P.

General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership             20     71K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Abbenante Braxton LP Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Elliott Hambledon Identity and Background Interest in Securities of the Issuer Martley Material to be Filed as Exhibits Purpose of Transaction Security and Issuer Singer Source and Amount of Funds or Other Consideration Transactions Effected During the Past 60 Days Westgate
1	1st Page - Filing Submission
8	Item 1. Security and Issuer
"	Item 2. Identity and Background
"	Elliott
"	Singer
"	Braxton LP
9	Westgate
"	Hambledon
10	Martley
"	Abbenante
11	Item 3. Source and Amount of Funds or Other Consideration
12	Item 4. Purpose of Transaction
13	Item 5. Interest in Securities of the Issuer
14	Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
"	Item 7. Material to be Filed as Exhibits
18	Item 5(c):. Transactions Effected During the Past 60 Days

SC 13D 1st Page of 20 TOC ↑Top Previous Next ↓Bottom Just 1st
 
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).                                                                         

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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-

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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-

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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-

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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-

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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-

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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-

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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-

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                   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-

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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                

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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

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                   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.     

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                   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      

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SC 13D 14th Page of 20 TOC 1st Previous Next ↓Bottom Just 14th
                                                              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                  

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 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

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 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                                

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                                                    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

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 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

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 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.                                  

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 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            

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13D’ Filing	Date	First	Last	Other Filings

	12/28/99	13
Filed on:	5/18/98	15	20
	5/7/98	1
	2/28/98	13
	2/1/98	13		10-Q
				List all Filings

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Filing Submission 0000908645-98-000100 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Elliott Associates, L.P., et al. – ‘SC 13D’ on 5/18/98 re: Novametrix Medical Systems Inc

As of: Monday, 5/18/98 · Accession #: 908645-98-100 · File #: 5-30315

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General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents