CRITICARE SYSTEMS, INC. (AMEX:CMD). Criticare Systems, Inc. today
announced that, on September 22, 2006, it filed with the Securities
and Exchange Commission a preliminary Consent Revocation Statement
urging stockholders to support the Company�s successful strategy of
building long-term value for all stockholders and to reject the
efforts of dissident stockholder BlueLine Partners, L.L.C. and its
affiliates to place their handpicked nominees on Criticare�s Board,
which, if successful, would give BlueLine control of the Company
without offering to pay anything to Criticare stockholders. The
Company also urged stockholders not to sign any consent they
receive from BlueLine and, if they already have returned a signed
consent form, to revoke their consent by using the consent
revocation form the Company will be sending stockholders in the
coming days. In recent years, two thirds of Criticare�s Board has
been replaced with new independent members, all of whom have
significant industry experience or financial and accounting
expertise. Our most recent addition to the Board, Sam Humphries,
who was recommended by one of the Company�s largest stockholders,
is the President and Chief Executive Officer of HealthTronics,
Inc., a Nasdaq-listed medical device company, and brings over 25
years of healthcare and medical device experience to Criticare�s
Board. Successful Implementation of Criticare�s Business Strategy
Under the supervision of the new Board, management implemented the
downsizing and consolidation of many Company functions, while
unwinding Criticare from a pure patient monitoring business, and is
successfully executing a strong business plan to grow Criticare�s
revenues and profitability and increase long-term value for all
stockholders. Over the last two years, Criticare has launched the
following three major product initiatives, which even BlueLine
admitted have ��tremendous individual and combined potential��: the
development of a new anesthesia monitoring product line for sale
under the Criticare brand name to our OEM customers; the
development in partnership with Medrad, Inc. of a highly
specialized monitoring system for medical imaging applications in
an MRI environment; and following the acquisition, in July 2004, of
Alaris Medical Systems, Inc., a long-time OEM customer, by Cardinal
Health, Inc., the development of an Acute Care distribution network
in the U.S. to sell to markets previously served through Alaris. As
a result of these initiatives, Criticare�s fiscal 2006 revenue of
$31.35 million was the second highest in the Company�s history,
representing an increase of $4.57 million, or 17%, over fiscal 2005
revenue of $26.78 million. In addition, Criticare�s cash balance
has improved and the Company continues to operate debt free. Emil
Soika, President and Chief Executive Officer and a director of
Criticare, stated �We have made very significant progress in the
successful implementation of our business plan. Our fundamentals
are better today than they have ever been. As we continue to build
long term value for all our stockholders, we believe it�s only a
matter of time until the market will come to appreciate our efforts
and that value will be appropriately reflected in our stock price.�
On September 19, 2006, Criticare announced the joint development
with Eastman Kodak Company�s Dental Systems group of a software
package that will enable oral surgeons to automatically record and
store patients� vital signs during surgery, saving valuable time
and enhancing patient care. This will allow Criticare to sell its
patient monitoring solutions to Kodak�s practice management
software customers. �Criticare sees its relationship with Kodak as
an outstanding opportunity for additional placement of its
monitoring products in conjunction with a premier market leader,�
said Mr. Soika. Corporate Governance Initiatives As part of its
continuing effort to identify areas where further improvements can
be made to the Company�s corporate governance profile, Criticare�s
Board has authorized the following actions: developing and
formalizing corporate governance guidelines to reflect the
Company�s commitment to best practices, taking into account both
legal and regulatory requirements and current corporate governance
best practices; and adopting a formal charter for the Company�s
Compensation Committee. Both these documents will be adopted and
made available on the Company�s website on or before the upcoming
annual meeting of stockholders. Mr. Soika added, �These
initiatives, which had been in the works for some time, reflect the
Board�s commitment to stockholder-focused corporate governance, and
also better position the Company following the recent adoption by
the SEC of significant amendments to the rules requiring disclosure
of executive and director compensation, related person
transactions, director independence and other corporate governance
matters.� Consent Solicitation Dissident stockholder BlueLine
Partners, LLC, a hedge fund, and its affiliates, are seeking to
remove Criticare�s duly elected Board and replace it with a slate
of nominees handpicked by BlueLine, including one of BlueLine�s
principals. In its preliminary Consent Revocation Statement
Criticare stated its belief that BlueLine�s sole purpose in seeking
control of the Board and the Company is to extract a quick profit
on its Criticare investment by attempting to either sell the
Company now, before the value of the Company�s current initiatives
can be properly realized, or artificially increase the Company�s
profits (and possibly stock price) in the short term by
indiscriminately slashing research and development costs. Mr. Soika
stated, �Over the past two years, management and the new Board have
turned around the business, significantly increasing revenues and
profitability. Yet, despite this great progress, BlueLine is trying
to seize control of the Company without giving stockholders
anything in return. BlueLine is also not offering any constructive
plans to further build on our successes; rather, they are attacking
our successful strategy, disparaging management and our directors
and being generally disruptive as we continue to work to improve
Criticare and deliver increased shareholder value. BlueLine is
clearly looking out for its own interests, and we urge stockholders
to disregard their self-serving rhetoric and reject the slate of
nominees they have hand-picked.� Criticare (www.csiusa.com)
designs, manufactures, and markets cost-effective patient
monitoring systems and noninvasive sensors for a wide range of
hospitals and alternate health care environments throughout the
world. Certain statements made in this letter are forward-looking
statements. These statements are only predictions and may differ
materially from actual future events or results. Such
forward-looking statements are subject to a number of risks,
assumptions and uncertainties that could cause the Criticare
Systems, Inc.�s actual results to differ materially from those
projected in such forward-looking statements. These risks and
uncertainties include, but are not limited to, general economic
conditions, demand for Criticare�s products, costs of operations,
the development of new products, the reliance on single sources of
supply for certain components in Criticare�s products, government
regulation, health care cost containment programs, the
effectiveness of Criticare�s programs to manage working capital and
reduce costs, competition in Criticare�s markets, compliance with
product safety regulations and product liability and product recall
risks, risks relating to international sales and compliance with
U.S. export regulations, unanticipated difficulties in outsourcing
the manufacturing of the majority of its products to foreign
manufacturers and risks related to foreign manufacturing, including
economic and political instability, trade and foreign tax laws,
production delays and cost overruns and quality control. Other
risks are set forth in Criticare�s reports and documents filed from
time to time with the SEC. Criticare operates in a very competitive
and rapidly changing environment. New risk factors can arise, and
it is not possible for management to predict all such risk factors,
nor can it assess the impact of all such risk factors on
Criticare�s business or the extent to which any factor, or
combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements.
Given these risks and uncertainties, investors should not place
undue reliance on forward-looking statements. All forward-looking
statements are qualified by these cautionary statements and are
made only as of the date they are made. Criticare is under no
obligation to update or alter any forward-looking statements,
whether as a result of new information, future events or otherwise,
and expressly disclaims any such obligation. Criticare filed a
preliminary consent revocation statement with the SEC on September
22, 2006, in connection with the consent solicitation begun by
BlueLine Partners L.L.C. and its affiliates. Criticare will be
filing and mailing to its stockholders a definitive consent
revocation statement and other relevant documents. INVESTORS ARE
URGED TO READ THE DEFINITIVE CONSENT REVOCATION STATEMENT AND ANY
OTHER RELEVANT DOCUMENTS THAT CRITICARE WILL FILE WITH THE SEC
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Security holders
will be able to obtain a free copy of the consent revocation
statement and other related documents filed by Criticare at the
SEC�s website at www.sec.gov. When available, Criticare�s
definitive consent revocation statement and other related documents
may also be obtained from Criticare free of charge by contacting
Joel Knudson, Criticare Systems, Inc., 20925 Crossroads Circle,
Suite 100, Waukesha, WI 53186, Tel. (262) 798-5335. Information
regarding the identity of the persons who under SEC rules may be
deemed to be participants in the solicitation by Criticare of its
shareholders in connection with this consent solicitation, and the
participants� interests in the solicitation, are set forth in
Criticare�s preliminary consent revocation statement. If you have
any questions or need any information concerning this solicitation
and our consent revocation, please contact The Altman Group, toll
free at (800) 283-3192. CRITICARE SYSTEMS, INC. (AMEX:CMD).
Criticare Systems, Inc. today announced that, on September 22,
2006, it filed with the Securities and Exchange Commission a
preliminary Consent Revocation Statement urging stockholders to
support the Company's successful strategy of building long-term
value for all stockholders and to reject the efforts of dissident
stockholder BlueLine Partners, L.L.C. and its affiliates to place
their handpicked nominees on Criticare's Board, which, if
successful, would give BlueLine control of the Company without
offering to pay anything to Criticare stockholders. The Company
also urged stockholders not to sign any consent they receive from
BlueLine and, if they already have returned a signed consent form,
to revoke their consent by using the consent revocation form the
Company will be sending stockholders in the coming days. In recent
years, two thirds of Criticare's Board has been replaced with new
independent members, all of whom have significant industry
experience or financial and accounting expertise. Our most recent
addition to the Board, Sam Humphries, who was recommended by one of
the Company's largest stockholders, is the President and Chief
Executive Officer of HealthTronics, Inc., a Nasdaq-listed medical
device company, and brings over 25 years of healthcare and medical
device experience to Criticare's Board. Successful Implementation
of Criticare's Business Strategy Under the supervision of the new
Board, management implemented the downsizing and consolidation of
many Company functions, while unwinding Criticare from a pure
patient monitoring business, and is successfully executing a strong
business plan to grow Criticare's revenues and profitability and
increase long-term value for all stockholders. Over the last two
years, Criticare has launched the following three major product
initiatives, which even BlueLine admitted have ''tremendous
individual and combined potential'': -- the development of a new
anesthesia monitoring product line for sale under the Criticare
brand name to our OEM customers; -- the development in partnership
with Medrad, Inc. of a highly specialized monitoring system for
medical imaging applications in an MRI environment; and --
following the acquisition, in July 2004, of Alaris Medical Systems,
Inc., a long-time OEM customer, by Cardinal Health, Inc., the
development of an Acute Care distribution network in the U.S. to
sell to markets previously served through Alaris. As a result of
these initiatives, Criticare's fiscal 2006 revenue of $31.35
million was the second highest in the Company's history,
representing an increase of $4.57 million, or 17%, over fiscal 2005
revenue of $26.78 million. In addition, Criticare's cash balance
has improved and the Company continues to operate debt free. Emil
Soika, President and Chief Executive Officer and a director of
Criticare, stated "We have made very significant progress in the
successful implementation of our business plan. Our fundamentals
are better today than they have ever been. As we continue to build
long term value for all our stockholders, we believe it's only a
matter of time until the market will come to appreciate our efforts
and that value will be appropriately reflected in our stock price."
On September 19, 2006, Criticare announced the joint development
with Eastman Kodak Company's Dental Systems group of a software
package that will enable oral surgeons to automatically record and
store patients' vital signs during surgery, saving valuable time
and enhancing patient care. This will allow Criticare to sell its
patient monitoring solutions to Kodak's practice management
software customers. "Criticare sees its relationship with Kodak as
an outstanding opportunity for additional placement of its
monitoring products in conjunction with a premier market leader,"
said Mr. Soika. Corporate Governance Initiatives As part of its
continuing effort to identify areas where further improvements can
be made to the Company's corporate governance profile, Criticare's
Board has authorized the following actions: -- developing and
formalizing corporate governance guidelines to reflect the
Company's commitment to best practices, taking into account both
legal and regulatory requirements and current corporate governance
best practices; and -- adopting a formal charter for the Company's
Compensation Committee. Both these documents will be adopted and
made available on the Company's website on or before the upcoming
annual meeting of stockholders. Mr. Soika added, "These
initiatives, which had been in the works for some time, reflect the
Board's commitment to stockholder-focused corporate governance, and
also better position the Company following the recent adoption by
the SEC of significant amendments to the rules requiring disclosure
of executive and director compensation, related person
transactions, director independence and other corporate governance
matters." Consent Solicitation Dissident stockholder BlueLine
Partners, LLC, a hedge fund, and its affiliates, are seeking to
remove Criticare's duly elected Board and replace it with a slate
of nominees handpicked by BlueLine, including one of BlueLine's
principals. In its preliminary Consent Revocation Statement
Criticare stated its belief that BlueLine's sole purpose in seeking
control of the Board and the Company is to extract a quick profit
on its Criticare investment by attempting to either sell the
Company now, before the value of the Company's current initiatives
can be properly realized, or artificially increase the Company's
profits (and possibly stock price) in the short term by
indiscriminately slashing research and development costs. Mr. Soika
stated, "Over the past two years, management and the new Board have
turned around the business, significantly increasing revenues and
profitability. Yet, despite this great progress, BlueLine is trying
to seize control of the Company without giving stockholders
anything in return. BlueLine is also not offering any constructive
plans to further build on our successes; rather, they are attacking
our successful strategy, disparaging management and our directors
and being generally disruptive as we continue to work to improve
Criticare and deliver increased shareholder value. BlueLine is
clearly looking out for its own interests, and we urge stockholders
to disregard their self-serving rhetoric and reject the slate of
nominees they have hand-picked." Criticare (www.csiusa.com)
designs, manufactures, and markets cost-effective patient
monitoring systems and noninvasive sensors for a wide range of
hospitals and alternate health care environments throughout the
world. Certain statements made in this letter are forward-looking
statements. These statements are only predictions and may differ
materially from actual future events or results. Such
forward-looking statements are subject to a number of risks,
assumptions and uncertainties that could cause the Criticare
Systems, Inc.'s actual results to differ materially from those
projected in such forward-looking statements. These risks and
uncertainties include, but are not limited to, general economic
conditions, demand for Criticare's products, costs of operations,
the development of new products, the reliance on single sources of
supply for certain components in Criticare's products, government
regulation, health care cost containment programs, the
effectiveness of Criticare's programs to manage working capital and
reduce costs, competition in Criticare's markets, compliance with
product safety regulations and product liability and product recall
risks, risks relating to international sales and compliance with
U.S. export regulations, unanticipated difficulties in outsourcing
the manufacturing of the majority of its products to foreign
manufacturers and risks related to foreign manufacturing, including
economic and political instability, trade and foreign tax laws,
production delays and cost overruns and quality control. Other
risks are set forth in Criticare's reports and documents filed from
time to time with the SEC. Criticare operates in a very competitive
and rapidly changing environment. New risk factors can arise, and
it is not possible for management to predict all such risk factors,
nor can it assess the impact of all such risk factors on
Criticare's business or the extent to which any factor, or
combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements.
Given these risks and uncertainties, investors should not place
undue reliance on forward-looking statements. All forward-looking
statements are qualified by these cautionary statements and are
made only as of the date they are made. Criticare is under no
obligation to update or alter any forward-looking statements,
whether as a result of new information, future events or otherwise,
and expressly disclaims any such obligation. Criticare filed a
preliminary consent revocation statement with the SEC on September
22, 2006, in connection with the consent solicitation begun by
BlueLine Partners L.L.C. and its affiliates. Criticare will be
filing and mailing to its stockholders a definitive consent
revocation statement and other relevant documents. INVESTORS ARE
URGED TO READ THE DEFINITIVE CONSENT REVOCATION STATEMENT AND ANY
OTHER RELEVANT DOCUMENTS THAT CRITICARE WILL FILE WITH THE SEC
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Security holders
will be able to obtain a free copy of the consent revocation
statement and other related documents filed by Criticare at the
SEC's website at www.sec.gov. When available, Criticare's
definitive consent revocation statement and other related documents
may also be obtained from Criticare free of charge by contacting
Joel Knudson, Criticare Systems, Inc., 20925 Crossroads Circle,
Suite 100, Waukesha, WI 53186, Tel. (262) 798-5335. Information
regarding the identity of the persons who under SEC rules may be
deemed to be participants in the solicitation by Criticare of its
shareholders in connection with this consent solicitation, and the
participants' interests in the solicitation, are set forth in
Criticare's preliminary consent revocation statement. If you have
any questions or need any information concerning this solicitation
and our consent revocation, please contact The Altman Group, toll
free at (800) 283-3192.
Cantel Medical (NYSE:CMD)
Historical Stock Chart
From Jun 2024 to Jul 2024
Cantel Medical (NYSE:CMD)
Historical Stock Chart
From Jul 2023 to Jul 2024