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]
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[ ] 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.
________________________________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Aggregate number of securities to which transaction applies: |
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BlueLine Says ISS Did
Not Recommend Against its Proposals
DANVILLE, Calif., Oct 25
/PRNewswire-FirstCall/ BlueLine Partners today reacted to the latest
misrepresentation made by the management of Criticare Systems, Inc. (AMEX: CMD) relating
to the shareholder consent solicitation initiated by BlueLine.
Earlier today, Criticare issued a
press release with the title ISS Recommends that Criticare Stockholders Do Not
Vote for any of BlueLines Proposals. This title appears to be a knowing
misrepresentation of the ISS report prepared for its clients. Per conversations that
BlueLine has had with the individuals at ISS responsible for the report, ISS did not
recommend against BlueLines proposals. Instead, ISS reported that it did not have
sufficient time to review the proposals and therefore recommended that those of its
clients awaiting its opinion not cast any vote.
Criticares management
took the do not vote language from the ISS report and added its own words
for any of the BlueLine proposals in order to give a false impression of the
report, said Scott Shuda, a director at BlueLine. The ISS representative has
told BlueLine that ISS agrees the Criticare press release misstates ISS
recommendation and that ISS is taking steps to correct the false impression that
Criticares press release has created, Shuda continued.
Criticares management has
consistently misquoted BlueLine and misrepresented our intent throughout this process. It
looks like their effort to do the same thing with the ISS report will be exposed,
said Shuda. It is also ironic that Criticare is attempting to use institutional
proxy advisory reports against BlueLines proposals when management knows that
BlueLines proposals have the support of almost all of Criticares institutional
stockholders. Criticares management is ignoring the opinions of its largest
stockholders while simultaneously promoting the non-opinions of entities such
as ISS whose own report stresses that it lacks the information necessary to make a
recommendation, Shuda continued.
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
SECs website at www.sec.gov. In addition, copies of the consent statement are
available at BlueLines 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
SECs 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.