-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SxAiFXJomP1JWrmOlYiL3PY/UJLtQTAtHaTNIeNA69NJY0JAIr587wAS+RmTalLo RJe61fklvhjI/coFB13j7w== 0001013594-06-000414.txt : 20060703 0001013594-06-000414.hdr.sgml : 20060703 20060703151228 ACCESSION NUMBER: 0001013594-06-000414 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060703 DATE AS OF CHANGE: 20060703 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: METROLOGIC INSTRUMENTS INC CENTRAL INDEX KEY: 0000815910 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 221866172 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-49829 FILM NUMBER: 06940669 BUSINESS ADDRESS: STREET 1: COLES ROAD AT RTE 42 CITY: BLACKWOOD STATE: NJ ZIP: 08012 BUSINESS PHONE: 609-228-8100 MAIL ADDRESS: STREET 1: COLES ROAD ROUTE 42 CITY: BLACKWOOD STATE: NJ ZIP: 08012 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ELLIOTT ASSOCIATES, L.P. CENTRAL INDEX KEY: 0000904495 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 222140975 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125062999 MAIL ADDRESS: STREET 1: 712 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: ELLIOTT ASSOCIATES LP DATE OF NAME CHANGE: 19930513 SC 13D 1 metrologic13d-070306.txt JULY 3, 2006 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. ___)* Metrologic Instruments, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 591676101 (CUSIP Number) Martin D. Sklar, Esq. Kleinberg, Kaplan, Wolff & Cohen, P.C. 551 Fifth Avenue, New York, New York 10176 Tel: (212) 986-6000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 23, 2006 (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 which 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 [x]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. *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). 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Elliott Associates, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[x] (b)[ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 645,839 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 645,839 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 645,839 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.8% 14. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Elliott International, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[x] (b)[ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, British West Indies NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 968,760 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 968,760 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 968,760 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.3% 14. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Elliott International Capital Advisors Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[x] (b)[ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 968,760 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 968,760 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 968,760 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.3% 14. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! ITEM 1. Security and Issuer. This statement relates to the common stock, $0.01 par value (the "Common Stock"), of Metrologic Instruments, Inc. (the "Issuer"). The Issuer's principal executive office is located at 90 Coles Road, Blackwood, New Jersey 08012. ITEM 2. Identity and Background. (a)-(c) This statement is being filed by Elliott Associates, L.P., a Delaware limited partnership, and its wholly-owned subsidiaries (collectively, "Elliott"), Elliott International, L.P., a Cayman Islands limited partnership ("Elliott International"), and Elliott International Capital Advisors Inc., a Delaware corporation ("EICA" and collectively with Elliott and Elliott International, the "Reporting Persons"). Paul E. Singer ("Singer"), Elliott Capital Advisors, L.P., a Delaware limited partnership ("Capital Advisors"), which is controlled by Singer, and Elliott Special GP, LLC, a Delaware limited liability company ("Special GP"), which is controlled by Singer, are the general partners of Elliott. Hambledon, Inc., a Cayman Islands corporation ("Hambledon"), which is also controlled by Singer, is the sole general partner of Elliott International. EICA is the investment manager for Elliott International. EICA expressly disclaims equitable ownership of and pecuniary interest in any shares of Common Stock. 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 Singer's business address is 712 Fifth Avenue, 36th Floor, New York, New York 10019. Singer's principal business is to serve as a general partner of Elliott and Capital Advisors, as the president of EICA, and as a managing member of Special GP. CAPITAL ADVISORS The business address of Capital Advisors is 712 Fifth Avenue, 36th Floor, New York, New York 10019. The principal business of Capital Advisors is the furnishing of investment advisory services. Capital Advisors also serves as a managing member of Special GP. The names, business addresses, and present principal occupation or employment of the general partners of Capital Advisors are as follows: NAME ADDRESS OCCUPATION Paul E. Singer 712 Fifth Avenue General partner of Elliott 36th Floor and Capital Advisors; New York, New York 10019 President of EICA; and a managing member of Special GP Braxton 712 Fifth Avenue The principal business of Associates, Inc. 36th Floor Braxton Associates, Inc. is New York, New York 10019 serving as general partner of Capital Advisors Elliott Asset 712 Fifth Avenue General Partner of Capital Management LLC 36th Floor Advisors New York, New York 10019 The name, business address, and present principal occupation or employment of the sole director and executive officer of Braxton Associates, Inc. are as follows: NAME ADDRESS OCCUPATION Paul E. Singer 712 Fifth Avenue General partner of Elliott 36th Floor and Capital Advisors and New York, New York 10019 President of EICA ELLIOTT SPECIAL GP, LLC The business address of Special GP is 712 Fifth Avenue, 36th Floor, New York, New York 10019. The principal business of Special GP is serving as a general partner of Elliott. The names, business address, and present principal occupation or employment of the managing members of Special GP are as follows: NAME ADDRESS OCCUPATION Paul E. Singer 712 Fifth Avenue General partner of Elliott 36th Floor and Capital Advisors; New York, New York 10019 President of EICA; and a managing member of Special GP Braxton 712 Fifth Avenue The principal business of Associates, Inc. 36th Floor Braxton Associates, Inc. is New York, New York 10019 serving as general partner of Capital Advisors Elliott Asset 712 Fifth Avenue General Partner of Capital Management LLC 36th Floor Advisors New York, New York 10019 ELLIOTT INTERNATIONAL The business address of Elliott International is c/o Maples & Calder, P.O. Box 309, Ugland House, South Church Street, George Town, Cayman Islands, British West Indies. The principal business of Elliott International is to purchase, sell, trade and invest in securities. The name, business address, and present principal occupation or employment of the general partner of Elliott International is as follows: NAME ADDRESS OCCUPATION Hambledon, Inc. c/o Maples & Calder, P.O. General partner of Elliott Box 309, Ugland House, South International Church Street, George Town, Grand Cayman, Cayman Islands, British West Indies HAMBLEDON The name, business address, and present principal occupation or employment of the sole director and executive officer of Hambledon are as follows: NAME ADDRESS OCCUPATION Paul E. Singer 712 Fifth Avenue General partner of Elliott 36th Floor and Capital Advisors; New York, New York 10019 President of EICA; and a managing member of Special GP EICA The business address of EICA is 712 Fifth Avenue, 36th Floor, New York, New York 10019. The principal business of EICA is to act as investment manager for Elliott International. The name, business address, and present principal occupation or employment of the sole director and executive officer of EICA is as follows: NAME ADDRESS OCCUPATION Paul E. Singer 712 Fifth Avenue General partner of Elliott 36th Floor and Capital Advisors; New York, New York 10019 President of EICA; and a managing member of Special GP (d) and (e) During the last five years, none of the persons or entities listed 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) Mr. Singer is a citizen of the United States of America. ITEM 3. Source and Amount of Funds or Other Consideration. Elliott Working Capital $9,752,093 Elliott International Working Capital $14,628,163 ITEM 4. Purpose of Transaction. Each of Elliott and Elliott International acquired the Common Stock beneficially owned by it in the ordinary course of its purchasing, selling and trading in securities. EICA has acted as investment manager to Elliott International in connection with Elliott International's acquisition of beneficial ownership of Common Stock. Depending upon market conditions and other factors that it may deem material, each of Elliott and Elliott International may purchase additional shares of Common Stock and/or related securities or may dispose of all or a portion of the Common Stock or related securities that it now beneficially owns or may hereafter acquire. Elliott and Elliott International reserve the right to discuss and/or meet with management and other shareholders and/or formulate plans or proposals regarding the Issuer or its securities. ITEM 5. Interest in Securities of the Issuer. (a) Elliott beneficially owns 645,839 shares of Common Stock, constituting 2.8% of all of the outstanding shares of Common Stock. Elliott International and EICA beneficially own an aggregate of 968,760 shares of Common Stock, constituting 4.3% of all of the outstanding shares of Common Stock. Collectively, Elliott, Elliott International and EICA beneficially own 1,614,599 shares of Common Stock constituting 7.1% of all of the outstanding shares of Common Stock. (b) Elliott has the power to vote or direct the vote of, and to dispose or direct the disposition of, the shares of Common Stock beneficially owned by it. Elliott International has the shared power with EICA to vote or direct the vote of, and to dispose or direct the disposition of, the shares of Common Stock owned by Elliott International. Information regarding each of Elliott International and EICA is set forth in Item 2 of this Schedule 13D and is expressly incorporated by reference herein. (c) The following transactions were effected by Elliott during the past sixty (60) days: Approx. Price per Amount of Shs. Share (excl. of Date Security Bought (Sold) commissions) 10-MAY-06 Common 15,898 $16.2206 11-MAY-06 Common 31,769 16.0790 12-MAY-06 Common 25,535 15.7750 15-MAY-06 Common 28,396 15.5997 16-MAY-06 Common 13,949 15.7087 17-MAY-06 Common 24,480 15.5356 18-MAY-06 Common 21,144 15.5452 19-MAY-06 Common 8,000 15.5350 22-MAY-06 Common 11,561 15.1889 23-MAY-06 Common 8,200 15.4004 24-MAY-06 Common 9,164 14.9137 25-MAY-06 Common 10,440 14.9595 26-MAY-06 Common 10,000 14.9466 30-MAY-06 Common 10,000 15.0679 31-MAY-06 Common 10,000 15.0426 01-JUN-06 Common 8,137 15.0753 02-JUN-06 Common 12,898 15.0626 05-JUN-06 Common 8,200 15.0564 06-JUN-06 Common 4,049 14.7136 07-JUN-06 Common 2,000 14.8246 08-JUN-06 Common 11,280 14.9792 09-JUN-06 Common 10,000 14.9921 12-JUN-06 Common 20,404 14.6746 13-JUN-06 Common 14,995 14.5973 14-JUN-06 Common 10,880 14.4188 15-JUN-06 Common 36,762 14.4302 15-JUN-06 Common 20,000 14.4637 20-JUN-06 Common 14,384 14.7035 21-JUN-06 Common 11,203 15.2005 22-JUN-06 Common 22,349 14.9315 23-JUN-06 Common 21,015 14.9180 23-JUN-06 Common 39,068 14.8936 26-JUN-06 Common 8,720 14.9805 26-JUN-06 Common 15,584 15.0235 27-JUN-06 Common 10,000 14.9688 27-JUN-06 Common 29,328 14.9522 28-JUN-06 Common 32,117 14.8715 28-JUN-06 Common 7,478 14.9000 29-JUN-06 Common 31,795 14.9085 30-JUN-06 Common 4,657 14.9405 The following transactions were effected by Elliott International during the past sixty (60) days: Approx. Price per Amount of Shs. Share (excl. of Date Security Bought (Sold) commissions) 10-MAY-06 Common 23,848 $16.2206 11-MAY-06 Common 47,653 16.0790 12-MAY-06 Common 38,302 15.7750 15-MAY-06 Common 42,595 15.5997 16-MAY-06 Common 20,924 15.7087 17-MAY-06 Common 36,720 15.5356 18-MAY-06 Common 31,717 15.5452 19-MAY-06 Common 12,000 15.5350 22-MAY-06 Common 17,342 15.1889 23-MAY-06 Common 12,300 15.4004 24-MAY-06 Common 13,745 14.9137 25-MAY-06 Common 15,660 14.9595 26-MAY-06 Common 15,000 14.9466 30-MAY-06 Common 15,000 15.0679 31-MAY-06 Common 15,000 15.0426 01-JUN-06 Common 12,205 15.0753 02-JUN-06 Common 19,348 15.0626 05-JUN-06 Common 12,300 15.0564 06-JUN-06 Common 6,074 14.7136 07-JUN-06 Common 3,000 14.8246 08-JUN-06 Common 16,920 14.9792 09-JUN-06 Common 15,000 14.9921 12-JUN-06 Common 30,606 14.6746 13-JUN-06 Common 22,492 14.5973 14-JUN-06 Common 16,320 14.4188 15-JUN-06 Common 55,144 14.4302 15-JUN-06 Common 30,000 14.4637 20-JUN-06 Common 21,575 14.7035 21-JUN-06 Common 16,805 15.2005 22-JUN-06 Common 33,523 14.9315 23-JUN-06 Common 31,521 14.9180 23-JUN-06 Common 58,600 14.8936 26-JUN-06 Common 13,080 14.9805 26-JUN-06 Common 23,376 15.0235 27-JUN-06 Common 15,000 14.9688 27-JUN-06 Common 43,993 14.9522 28-JUN-06 Common 48,176 14.8715 28-JUN-06 Common 11,217 14.9000 29-JUN-06 Common 47,693 14.9085 30-JUN-06 Common 6,986 14.9405 All of the above transactions were effected on the Nasdaq National Market. No other transactions with respect to the Common Stock that are required to be reported on Schedule 13D 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 Elliott International and EICA 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 International and EICA. (e) Not applicable. ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Not applicable. ITEM 7. Material to be Filed as Exhibits. Exhibit A - Joint Filing Agreement SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, the undersigned each certifies that the information with respect to it set forth in this statement is true, complete and correct. Dated: July 3, 2006 ELLIOTT ASSOCIATES, L.P. By: Elliott Capital Advisors, L.P., as General Partner By: Braxton Associates, Inc., as General Partner By: /s/ Elliot Greenberg -------------------- Elliot Greenberg Vice President ELLIOTT INTERNATIONAL, L.P. By: Elliott International Capital Advisors Inc., as Attorney-in-Fact By: /s/ Elliot Greenberg -------------------- Elliot Greenberg Vice President ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC. By: /s/ Elliot Greenberg -------------------- Elliot Greenberg Vice President EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13D with respect to the common stock of Metrologic Instruments, Inc. dated July 3, 2006 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(f) under the Securities Exchange Act of 1934, as amended. Dated: July 3, 2006 ELLIOTT ASSOCIATES, L.P. By: Elliott Capital Advisors, L.P., as General Partner By: Braxton Associates, Inc., as General Partner By: /s/ Elliot Greenberg -------------------- Elliot Greenberg Vice President ELLIOTT INTERNATIONAL, L.P. By: Elliott International Capital Advisors Inc., as Attorney-in-Fact By: /s/ Elliot Greenberg -------------------- Elliot Greenberg Vice President ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC. By: /s/ Elliot Greenberg -------------------- Elliot Greenberg Vice President -----END PRIVACY-ENHANCED MESSAGE-----