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 
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
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):
No fee required.
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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Proposed maximum aggregate value of transaction: |
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Fee paid previously with
preliminary materials.
Check box if any part of the fee
is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid: |
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BlueLine Commences
Criticare Proxy Solicitation
DANVILLE, CA – (PR NEWSWIRE)
– Sept 12, 2006 – BlueLine Partners, LLC, the largest stockholder of Criticare
Systems, Inc. (AMEX: CMD), today announced that it is commencing its stockholder consent
solicitation to re-form Criticare’s board of directors.
“We think it is time for
Criticare’s stockholders to have their interests represented on the board by a
majority of directors who are both independent of management and who have the experience
and expertise necessary to guide Criticare through its current challenges,” said
Scott Shuda, a managing director at BlueLine. “The new board of directors will seek
to understand whether Criticare is performing at less than its full potential and if any
actions that can be taken to improve the situation,” Shuda continued. Except for one
BlueLine representative, the proposed new board of directors will also be independent of
BlueLine.
BlueLine has set August 28, 2006 as
the record date for the consent solicitation. Stockholders who owned shares at the close
of business on August 28, 2006 may vote in this consent solicitation. Instructions for
voting shares are included within the stockholder consent which may be obtained from
BlueLine’s website at www.bluelinepartners.com.
BlueLine disclosed its intention to
seek stockholder consent to re-form Criticare’s board of directors on August 22,
2006. On the day prior to BlueLine’s filing, Criticare’s stock price closed at
$2.79. On August 23, 2006, Criticare’s stock price closed at $3.80, a 36%
improvement. “We believe the immediate increase in the company’s stock price is
an indication that the company’s stockholders see our proposals as a positive step
for the company,” Shuda said.
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 will 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 free of
charge at the SEC’s website at www.sec.gov. In addition, copies of the consent
statement are available at BlueLine’s website at
http://www.bluelinepartners.com or by mail to BlueLine, 4115 Blackhawk Plaza
Circle, Danville, CA 94506, attention: Scott A. Shuda, 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 officers may be
deemed to be participants in the solicitation of consents from Criticare stockholders in
favor of the proposed consent solicitation. Will Moore, an officer 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.