10-K/A 1 frm10ka1.txt FORM 10-K/A FILED 4/30/02 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K/A Amendment #1 Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2001 Commission file number 0-24712 METROLOGIC INSTRUMENTS, INC. A New Jersey Corporation I.R.S. Employer Identification No. 22-1866172 90 Coles Road Blackwood, New Jersey 08012 856-228-8100 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, Par Value $.01 Per Share Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X ] The aggregate market value of the voting stock held by non-affiliates of the Registrant as of April 12, 2002 was $18,862,362 calculated by excluding all shares held by executive officers, directors and 5% stockholders of the Registrant without conceding that all such persons are "affiliates" of the Registrant for purposes of the federal securities laws. As of April 26, 2002 there were 5,465,605 shares of Common Stock outstanding. Index Page PART III Item 10. Directors and Executive Officers of the Registrant 3 Item 11. Executive Compensation 4 Item 12. Security Ownership of Certain Beneficial Owners and Management 8 Item 13. Certain Relationships and Related Transactions 9 INTRODUCTION This amendment on Form 10-K/A (the "Amendment") amends the Registrant's Annual Report on Form10-K filed by the Registrant on April 16, 2002, and is being filed solely to include in Registrant's Annual Report on Form 10-K the information required by Part III of Form 10-K. This Amendment does not amend or alter the information set forth in Parts I, II, or IV of Registrant's Annual Report on Form 10-K filed on April 16, 2002 and, accordingly, this information is not included in the Amendment. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT C. Harry Knowles Mr. Knowles, 73, is the founder of the Company and has been Chairman of the Board of Directors since the Company's inception. Mr. Knowles has served as Chief Executive Officer since 1985. Mr. Knowles served as President of the Company from its inception through 1982 and from 1985 until February 2000. In addition, Mr. Knowles served as Chief Technical Officer with responsibility for all of the Company's research and development activities from 1982 to 1985. Since 1988, Mr. Knowles has also served as a Managing Director of Metrologic Instruments GmbH. Prior to founding the Company, Mr. Knowles was the general manager of Westinghouse Electric Corporation's integrated circuits division in Elkridge, Maryland. Mr. Knowles is married to Janet H. Knowles, the Vice President, Administration, Secretary, Treasurer and a director of the Company. Mr. Knowles' current term as a director expires in 2003. Thomas E. Mills IV Mr. Mills, 42, became a director of the Company in March 1999, became President of the Company in February 2000, and has served as the Company's Chief Operating Officer since April 1998, and as Chief Financial Officer since May 1994. From April 1998 to February 2000, Mr. Mills served as the Company's Executive Vice President and from June 1995 to April 1998 as the Company's Vice President, Finance. Mr. Mills was employed by Ferranti International, Inc. from 1986 to April 1994 in various positions, most recently as Senior Vice President, U.S. Operations. Mr. Mills' current term as a director expires in 2002. Richard C. Close Mr. Close, 59, became a director of the Company in September 1999. He is a private investor and also provides consulting and transition management for companies in the midst of merger and acquisition activities. From January 1997 until August 2000, Mr. Close served as President and General Manager of Polaroid Graphics Imaging LLC. Polaroid Graphics Imaging LLC was formerly a division of Polaroid Corporation, and is now a privately-held independent company. Mr. Close served as President and Chief Executive Officer of Computer Identics Corporation from 1993 until 1997. Mr. Close has a Bachelor of Science in Electrical Engineering from Vanderbilt University. Mr. Close's current term as a director expires in 2004. Janet H. Knowles Mrs. Knowles, 60, was a director of the Company from 1972 to 1984 and has served as a director since 1986. Mrs. Knowles served as Vice President, Administration from 1976 to 1983 and has served in that capacity and as Secretary since 1984 and as Treasurer since 1994. Mrs. Knowles is responsible for the Company's administrative matters. Mrs. Knowles is married to C. Harry Knowles, the Chief Executive Officer and Chairman of the Board of Directors of the Company. Mrs. Knowles' current term as a director expires in 2002. John H. Mathias Mr. Mathias, 55, became a director of the Company in September 1999. Since 1981 Mr. Mathias has been Chairman and Chief Executive Officer of The JPM Company, a publicly traded company that manufactures wire and cable assemblies at various locations throughout the world. Mr. Mathias has a Bachelor of Science in Business Administration and a Masters in Mathematics, both from Bucknell University. Mr. Mathias' current term as a director expires in 2004. Stanton L. Meltzer Mr. Meltzer, 63, has been a director of the Company since 1987. Mr. Meltzer, a graduate of Wharton School of the University of Pennsylvania, is a certified public accountant and since 1964 has been a principal in the firm of Gold, Meltzer, Plasky & Wise, a professional corporation of certified public accountants, located in Moorestown, New Jersey. He has chaired conferences, lectured and taught courses to accountants throughout the United States for the American Institute of Certified Public Accountants and other professional organizations. Mr. Meltzer's current term as a director expires in 2003. Hsu Jau Nan Mr. Hsu, 58, became a director of the Company in September 1999. Mr. Hsu is a major owner and managing director of several companies in Taiwan, Singapore, and China which, in the aggregate, employ over 5,000 people. From 1973 to 1983, Mr. Hsu was an Engineering Manager for General Electric's television operations. Mr. Hsu has an Electrical Engineering degree from National Taipei University of Technology. Mr. Hsu's current term as a director expires in 2002. William Rulon-Miller Mr. Rulon-Miller, 53, became a director of the Company in December 1997. Mr. Rulon-Miller joined Janney Montgomery Scott Inc. in 1979 and currently serves as Senior Vice President and Director of Investment Banking. He is currently on the Board of Directors of The JPM Company, Inc. He is a partner of Five Penn Center Partners and a director of The Penn Janney Fund, Inc., which are private venture capital organizations. Mr. Rulon-Miller graduated from Princeton University and received an M.B.A. from the Wharton School of the University of Pennsylvania. Mr. Rulon-Miller's current term as a director expires in 2004. SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Securities Exchange Act of 1934, as amended, generally requires the Company's directors, executive officers and persons who own more than 10% of a registered class of the Company's equity securities ("10% owners") to file with the Commission initial reports of beneficial ownership and reports of changes in beneficial ownership of Common Stock and other equity securities of the Company. Directors, executive officers and 10% owners are required by regulations of the Commission to furnish the Company with copies of all Section 16(a) forms they file. All officers, directors and 10% owners filed reports for transactions required by Section 16(a) of the Securities Exchange Act of 1934. ITEM 11. EXECUTIVE COMPENSATION COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION Stanton L. Meltzer, a member of the Compensation Committee, is a principal of an accounting firm which, in fiscal 2001, charged fees of approximately $73,438 for tax consulting services performed for the Company. William Rulon-Miller, a member of the Compensation Committee, serves as Senior Vice President and Co-Director of Investment Banking at Janney Montgomery Scott, which, in January 2001, charged fees of approximately $199,627 for investment banking services in connection with the acquisition of Adaptive Optics Associates, Inc. COMPENSATION OF DIRECTORS Directors who are not employees of the Company receive an annual retainer of $10,000 plus expenses, and fees of $1,000 for each Board of Directors' meeting attended and $500 for each committee meeting attended. In addition, directors are eligible to receive options to purchase the Company's Common Stock, at the discretion of the Incentive Committee, under the Company's Incentive Plan. EXECUTIVE COMPENSATION Summary of Cash and Certain Other Compensation The following table summarizes the compensation earned for services rendered during each of the last three fiscal years with respect to the Company's Chief Executive Officer and the Company's four other most highly compensated executive officers. SUMMARY COMPENSATION TABLE Annual Compensation ------------------------------------- Long-Term Compensation Awards ------------------- All Other Other Securities Compen- Principal Fiscal Annual Underlying sation Position Year Salary($) Bonus($) Compensation Options(#) ($)(1) -------- ---- --------- -------- ------------ ---------- ------- C. Harry Knowles 2001 $350,000 - - - $6,300 Chairman of the 2000 275,000(2)$250,000 - - 1,847 Board and Chief 1999 200,000 200,000 - - 3,743 Executive Officer Thomas E. Mills IV 2001 250,000 - - - 6,300 President, Chief 2000 215,000(3) 250,000 - 8,000 1,847 Operating Officer 1999 180,000 230,000 - 20,000 3,743 and Chief Financial Officer Dale M. Fischer 2001 157,400 122,420 - - 6,300 Vice President, 2000 155,000 148,362 - 8,000 1,847 International Sales 1999 150,000 200,954 - 14,000 3,743 Benny A. Noens 2001 162,500 326,140 $8,478(4) - 6,300 Vice President, 2000 155,000 161,435 7,034(4) - 1,847 European Sales and 1999 150,000 297,545 8,963(4) 8,000 3,743 Managing Director, Metrologic Instruments GmbH Kevin P. Woznicki(5) 2001 162,220 210,130 - - 6,300 Vice President, 2000 155,000 382,794 - 8,000 1,847 Sales, The Americas 1999 150,000 450,788 - 10,000 3,743 (1) Represents the Company's contributions to the Company's profit sharing plan, including employer 401(k) matching contributions, on behalf of each executive officer. (2) Represents base salary of $200,000 through June 2000 and $350,000 thereafter. (3) Represents base salary of $180,000 through June 2000 and $250,000 thereafter. (4) Mr. Noens' other annual compensation includes certain foreign housing costs incurred by the Company on behalf of Mr. Noens. (5) In March 2002, Mr. Woznicki resigned his position with the Company. STOCK OPTION GRANTS There were no options granted pursuant to the Company's Incentive Plan to any named officers during the fiscal year ended December 31, 2001 FISCAL YEAR - END OPTION INFORMATION The following table sets forth information with respect to the number of shares covered by exercisable and unexercisable options held by the executive officers of the Company named in the Summary Compensation Table on December 31, 2001 and the value of such unexercised options on December 31, 2001. No stock options were exercised by any of such executive officers during 2001. VALUE OF OPTIONS HELD AT DECEMBER 31, 2001 Number of Securities Value of Unexercised Underlying Unexercised In-the-Money Options at 12/31/01 Options at 12/31/01($)(1) --------------------------- ---------------------------- Name Exercisable Unexercisable Exercisable Unexercisable ---- ----------- ------------- ----------- ------------- C. Harry Knowles - - - - Thomas E. Mills IV 65,000 8,000 0 0 Dale M. Fischer 51,400 5,600 0 0 Benny A. Noens 34,800 3,200 0 0 Kevin P. Woznicki 46,000 4,000 0 0 (1) Options are in-the-money if the market value of the shares covered thereby is greater than the options' exercise price. Calculated based on the fair market value at December 31, 2001 of $7.15 per share, less the exercise price. EMPLOYMENT CONTRACTS On January 8, 2001, the Company entered into employment contracts with each of C. Harry Knowles, Chairman of the Board of Directors and Chief Executive Officer of the Company and Thomas E. Mills IV, President, Chief Operating Officer and Chief Financial Officer of the Company. The terms and conditions of these contracts provide that Messrs. Knowles and Mills are to receive an annual base salary of $350,000 and $250,000, respectively, for the year ending December 31, 2001. The initial term of the each of Messrs. Knowles and Mills contracts expires on December 31, 2002 and provide for one-year renewal periods thereafter. The employment contracts provide for a severance payment of an amount equal to 12 months of the executive's base salary in the event the executive terminates his employment for "Good Reason" (diminution in the executive's responsibilities by the Company or failure of the Company to pay the executive his compensation) or if the Company terminates the executive without cause. Additionally, in the event of a change-in-control of the Company, and the subsequent termination or diminution in the executive's responsibilities, each of Messers. Knowles and Mills will be entitled to a payment of an amount equal to two times the executive's base salary annualized over the two-year period leading up to termination. Under the terms of the employment contracts a "change-in-control" occurs if: o Any person, entity, or group (with certain exceptions) becomes the beneficial owner of 20% or more of the outstanding shares of the Company's common stock; o There is a change in a majority of the Board of Directors other than by election or nomination by a vote of the majority of directors comprising the Incumbent Board; o Upon consummation of, or approval by the Company's shareholders of, a reorganization, merger, consolidation or sale that results in the Company's shareholders owning less than 50% of the combined voting power of the surviving corporation following the transaction; or o Upon consummation of, or approval by the Company's shareholders of a liquidation or dissolution of the Company or the sale of all or substantially all of the assets of the Company. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL SHAREHOLDERS The following table sets forth certain information regarding the beneficial ownership of the Company's Common Stock as of April 25, 2002 by: (i) each person known by the Company to be a beneficial owner of more than five percent of the outstanding Common Stock; (ii) each of the Company's directors; (iii) each nominee for election as a director; (iv) each executive officer of the Company named in the Summary Compensation Table above; and (v) all executive officers and directors of the Company as a group. Name of Beneficial Owner Shares Beneficially Owned(1) Percent of Class(1) ------------------------ --------------------------- ------------------- C. Harry Knowles 3,323,000 60.8% Janet H. Knowles 3,323,000(2) 60.8% Richard C. Close 9,000(3) * John H. Mathias 6,500(4) * Stanton L. Meltzer 24,833(5) * Thomas E. Mills IV 69,755(6)(7) 1.2% Hsu Jau Nan 8,000(8) * William Rulon-Miller 14,200(9) * Dale M. Fischer 62,230(10)(11) 1.1% Benny A. Noens 37,336(12) * Kevin Woznicki 47,000(13) * All executive officers and directors as a group (15 persons) 3,674,983 63.7% ----------------- *Less than 1%. (1) Based on 5,465,605 shares outstanding as of April 25, 2002. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission (the "Commission") and generally includes voting or investment power with respect to securities. (2) Janet H. Knowles, Vice President, Administration, Secretary and Treasurer is the wife of C. Harry Knowles and, therefore, may be deemed to have shared voting and investment power with respect to the 3,323,000 shares owned by Mr. Knowles. (3) Includes currently exercisable options to purchase 9,000 shares of Common Stock. (4) Includes currently exercisable options to purchase 6,000 shares of Common Stock. (5) Includes currently exercisable options to purchase 1,500 shares of Common Stock. (6) Includes an aggregate of 300 shares held by Mr. Mills' children. (7) Includes currently exercisable options to purchase 65,000 shares of Common Stock. (8) Includes currently exercisable options to purchase 8,000 shares of Common Stock. (9) Includes currently exercisable options to purchase 11,500 shares of Common Stock. (10) Includes currently exercisable options to purchase 51,400 shares of Common Stock. (11) Includes 1,000 shares held in a trust of which Mr. Fischer is a trustee and a beneficiary. (12) Includes currently exercisable options to purchase 34,800 shares of Common Stock. (13) Includes currently exercisable options to purchase 46,000 shares of Common Stock. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS CERTAIN TRANSACTIONS Since 1990, the Company's executive offices and manufacturing facilities have been located in Blackwood, New Jersey in a building leased by the Company from C. Harry Knowles, Chairman of the Board and Chief Executive Officer of the Company, and Janet H. Knowles, Vice President, Administration, Secretary, Treasurer and a director of the Company. During 2001, the Company paid Mr. and Mrs. Knowles an aggregate of approximately $869,201 under the lease agreement for rent payments. Janet H. Knowles, a director and officer of the Company, borrowed $75,000 from the Company under a promissory note to be repaid on or about August 31, 2002. The accounting firm in which Stanton L. Meltzer, a director and shareholder of the Company, is a principal, charged fees of approximately $73,438 during 2001 for tax consulting services performed for the Company. The investment banking company of Janney Montgomery Scott in which William Rulon-Miller serves as Senior Vice President and Co-Director of Investment Banking charged fees of $199,627 in connection with the acquisition of Adaptive Optics Associates, Inc. In connection with a distribution in the amount of $1,561,000 paid to the Company's shareholders of record in September 1994, on account of previously undistributed S Corporation earnings accumulated through December 31, 1993, which were taxed at the shareholder level, $780,500 is being paid pursuant to seven-year notes of the Company, bearing interest at an annual rate equal to PNC Bank, National Association's prime rate plus 0.5%. Payments made to Mr. Knowles in 2001 amounted to approximately $113,383 including approximately $8,796 in interest. The amounts paid in 2001 represent the final payment of the seven-year note. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed by the undersigned thereunto duly authorized. METROLOGIC INSTRUMENTS, INC. By:/s/ C. Harry Knowles C. Harry Knowles Chief Executive Officer (Principal Executive Officer) Dated: April 30, 2002 Pursuant to the requirements of the Securities Exchange Act of 1934, the report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. /s/ C. Harry Knowles Chairman of the Board, President April 30, 2002 C. Harry Knowles and Chief Executive Officer (Principal Executive Officer) /s/ Thomas E. Mills IV Director, President, April 30, 2002 Thomas E. Mills IV Chief Operating Officer, Chief Financial Officer and Vice President Finance (Principal Financial Officer and Principal Accounting Officer) /s/ Richard Close Director April 30, 2002 Richard Close /s/ Janet H. Knowles Director, Vice President, April 30, 2002 Janet H. Knowles Administration, Secretary and Treasurer /s/ John H. Mathias Director April 30, 2002 John H. Mathias /s/ Stanton L. Meltzer Director April 30, 2002 Stanton L. Meltzer /s/ William Rulon-Miller Director April 30, 2002 William Rulon-Miller