UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Consent Statement Pursuant to Section
14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant | |
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Consent
Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Consent Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
CRITICARE SYSTEMS, INC.
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(Name of Registrant as Specified in Its Charter)
BLUELINE PARTNERS, L.L.C.
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the
appropriate box):
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[ ] Fee computed on table below per
Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies: |
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Aggregate number of securities to which transaction applies: |
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Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined): |
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[ ] Fee paid previously with
preliminary materials.
[ ] Check box if any part of the fee
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the offsetting fee was paid previously. Identify the previous filing by registration
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BlueLine Reiterates Need
for Change at Criticare; Urges Stockholders to Vote their Shares
DANVILLE, Calif., Oct 18
/PRNewswire-FirstCall/ – BlueLine Partners today commented on recent developments
around the stockholder consent solicitation for Criticare Systems, Inc. (AMEX: CMD).
BlueLine initiated its efforts in
August 2006 after Criticare disclosed disappointing results for the quarter ended June 30,
2006. Revenues for the quarter were down more than 10% from the prior year quarter, it was
the second straight quarter with a sequential revenue decline and the fourth consecutive
quarter where the company missed analyst guidance. Criticare’s stock lost 47% of its
value in little more than two months, falling from $5.11 in May to as low as $2.71 in
August.
With management continuing to resist
reforms and declaring the company’s disappointing performance a great success,
BlueLine decided to pursue a stockholder referendum utilizing rights expressly provided by
Delaware law and Criticare’s bylaws. Under the proposals, if a majority of
Criticare’s stockholders agreed with BlueLine that change was necessary,
Criticare’s board would be re-formed. If a majority disagreed, nothing would change.
The market’s reaction was swift with Criticare’s stock rising 36% to $3.80 the
day following BlueLine’s announcement of its intentions. Investor interest has
remained strong with the stock price holding above that level and the holders of more than
60% of Criticare shares contacting BlueLine to discuss the consent solicitation.
In response, Criticare’s
management has launched an aggressive campaign against BlueLine’s proposals. This has
included efforts to frustrate stockholder voting and actions obviously contrary to
stockholder interests, including:
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repeated false statements concerning BlueLine's actions and motivations |
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refusal to timely deliver the company’s stockholder list with the result of forcing
stockholders to take special burdensome steps to vote their shares |
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filing of a competitive proxy statement that has no purpose other than to confuse the vote
should BlueLine’s proposals receive majority support |
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abruptly cutting off stockholder questions during the latest earnings conference call |
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amending executive employment agreements to provide substantial cash incentives for management to quit the company if
BlueLine's proposals are approved |
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involving a proxy advisor whose “independent” report goes no further than to
repeat management’s prior statements, was arrived at without a single call to
BlueLine, overlooks the items on this bullet list and the purpose of which is not to
change stockholder opinions but to create additional hurdles for institutional investors
in voting their shares |
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spending hundreds of thousands of dollars on lawyers and proxy solicitors with the effect
of significantly negatively impacting financial results for fiscal 2007 |
None of these actions was necessary
if BlueLine’s proposals lacked majority support. Accordingly, management’s
actions demonstrate its awareness of very significant stockholder dissatisfaction – a
situation that its recent actions are exacerbating.
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“The
stockholders calling us are voicing increasing irritation over management’s actions
and the failure of the board of directors to do anything to protect stockholder
interests,” said Scott Shuda, a director at BlueLine. “Many of these
stockholders have advised that if management succeeds in frustrating the current vote,
BlueLine’s next effort should stop trying to find common ground and seek instead to
remove the entire board of directors,” Shuda continued.
BlueLine recently delivered a letter
to Criticare’s board of directors detailing 14 areas where the company’s
operations or activities require reform and how BlueLine believes a new board of directors
would take action to address these problems. This letter, the consent solicitation
statement and voting instructions may be viewed at BlueLine’s website at
www.bluelinepartners.com/criticare. Stockholders who hold their shares through a
broker or other nominee (i.e., in “street name”) and wish to vote for
BlueLine’s proposals will need to forward the consent to their broker with
instructions that their shares be voted in favor of BlueLine’s proposals. Anyone
requiring assistance should contact Scott Shuda of BlueLine at 925-648-2085.
Additional Information
and Where to Find It
BlueLine has filed a consent
solicitation statement and other relevant materials with the Securities and Exchange
Commission (“SEC”). Before making any voting decision with respect to the
proposed solicitation, Criticare stockholders are urged to read the consent solicitation
statement and other relevant materials because they contain important information about
the proposed solicitation. The consent solicitation statement and other relevant
materials, and any other documents filed by BlueLine with the SEC, may be obtained at the
SEC’s website at www.sec.gov. In addition, copies of the consent statement are
available at BlueLine’s website or by mail at 4115 Blackhawk Plaza Circle, Danville,
CA 94506, telephone: 925-648-2085. You may also read and copy any reports, statements and
other information filed with the SEC at the SEC public reference room at 100 F Street
N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the
SEC’s website for further information on its public reference room.
Interests of Certain
Persons in the Solicitation
BlueLine and its directors may be
deemed to be participants in the solicitation of consents from Criticare stockholders in
favor of the proposed consent solicitation. William M. Moore, a director of BlueLine, has
interests in the transaction that may differ from the interests of Criticare stockholders
generally, inasmuch as he will be elected to the Criticare board of directors if the
consent solicitation is successful. These interests are described in the consent
solicitation statement.
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