-----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, RE6P/tMe65qgdmWYWiyIwmI+VbFwKe0ZcbT8oq+tifQgpuYnbzrX0DC7nL9gvN5z TGFDa0CJgSmuY5zCcCqVYQ== 0000815910-97-000010.txt : 19970418 0000815910-97-000010.hdr.sgml : 19970418 ACCESSION NUMBER: 0000815910-97-000010 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970409 ITEM INFORMATION: Other events FILED AS OF DATE: 19970417 SROS: NASD FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24712 FILM NUMBER: 97582806 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 8-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 9, 1997 ------------ METROLOGIC INSTRUMENTS, INC. (Exact name of registrant as specified in its charter) New Jersey 0-24172 22-1866172 (State or other jurisdiction of (Commission File (IRS Employer incorporation or organization) Number) identification No.) 90 Coles Road Blackwood, New Jersey 08012 (Address of principal executive offices) Registrant's telephone number, including area code: (609)228-8100 Item 5. Other Events On April 9, 1997, Metrologic Instruments, Inc. (the "Registrant") and PSC Inc. ("PSC") entered into an agreement providing for PSC to dismiss with prejudice its lawsuit against the Registrant and for the Registrant to dismiss its related counterclaims. In accordance with the agreement, no monies are required to be paid by either party to the other. PSC had sued the Registrant in 1992 for infringement of PSC's U.S. Patent No. 4,652,750 ("'750 patent") in the United States District Court for the Western District of New York. The Registrant filed a counterclaim seeking declaratory judgment that its product did not infringe the `750 patent and that the `750 patent was invalid and unenforceable. On April 10, 1997, in accordance with the terms of the agreement described above, the Registrant and PSC filed a Stipulation of Dismissal in the United States District Court for the Western District of New York. Item 7. Financial Statements and Exhibits c. Exhibits The following exhibit is filed herewith: 10.1 Agreement for Settlement, Dismissal of Claims and Mutual Releases dated April 9, 1997 between Metrologic Instruments, Inc. and PSC Inc. 10.2 Stipulation of Dismissal filed April 10, 1997 in the United States District Court for the Western District of New York. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. METROLOGIC INSTRUMENTS, INC. By:/s/ C. Harry Knowles C. Harry Knowles President and CEO April 17, 1997 EXHIBIT INDEX Exhibit No. Page Number 10.1 Agreement For Settlement, Dismissal of Claims and Mutual Releases dated April 9, 1997 between Metrologic Instruments, Inc. and PSC Inc. 4 10.2 Stipulation of Dismissal filed April 10, 1997 in the United States District Court for the Western District of New York. 7 EX-10.1 2 AGREEMENT FOR SETTLEMENT EXHIBIT 10.1 AGREEMENT FOR SETTLEMENT, DISMISSAL OF CLAIMS AND MUTUAL RELEASES This Agreement is entered into between PSC Inc. ("PSC") and Metrologic Instruments, Inc. ("Metrologic") as of April 9, 1997. WHEREAS, PSC is the owner and assignee of United States Patent Number 4,652,750 (the "'750 Patent"); and WHEREAS, PSC commenced a lawsuit against Metrologic for infringement of the `750 Patent, which lawsuit is captioned as PSC Inc. v. Metrologic Instruments, Inc., Civil Action No. 92-CV-6277T in the U.S. District Court for the Western Division of New York (the "Lawsuit"); and WHEREAS, Metrologic filed a counterclaim in the Lawsuit seeking declaratory judgments (a) that its products do not infringe the `750 Patent, and (b) that the `750 Patent is invalid and unenforceable; and WHEREAS, without making any admissions, the parties to this Agreement desire to resolve the Lawsuit and the claims and counterclaims asserted in the Lawsuit. NOW, THEREFORE, the parties hereto, for good and valuable consideration, the receipt and sufficiency of which is hereby mutually acknowledged, agree as follows: Dismissal of Lawsuit. The parties hereby agree to cause their attorneys to execute and file a stipulation of dismissal of the Lawsuit substantially in the form attached hereto as Exhibit A. Release by PSC. PSC, for itself and all of its past and present directors, officers, employees, agents, attorneys, parent corporations, subsidiary corporations, affiliated corporations, insurers, predecessors, successors and assigns, hereby releases and forever discharges Metrologic and all of its past and present directors, officers, employees, agents, attorneys, parent corporations, subsidiary corporations, affiliated corporations, insurers, predecessors, successors and assigns from liability for any and all claims for costs, expenses, and attorney's fees incurred in connection with the Lawsuit and from liability for any and all claims related to the prosecution or defense of the Lawsuit. Release by Metrologic. Metrologic, for itself and all of its past and present directors, officers, employees, agents, attorneys, parent corporations, subsidiary corporations, affiliated corporations, insurers, predecessors, successors and assigns, hereby releases and forever discharges PSC and all of its past and present directors, officers, employees, agents, attorneys, parent corporations, subsidiary corporations, affiliated corporations, insurers, predecessors, successors and assigns from liability for any and all claims for costs, expenses, and attorney's fees incurred in connection with the Lawsuit and from liability for any and all claims related to the prosecution or defense of the Lawsuit. No Assignment. Each of the parties warrants and represents to the other that it has not made, will not make, has not suffered to be made, and will not suffer to be made any assignment or transfer of any right, claim, demand, or cause of action covered by the releases exchanged in paragraphs 2 and 3 of this Agreement. No Reliance. Each of the parties warrants and represents to the other that it has relied upon its own judgment and that of its own independent legal counsel regarding the agreed upon consideration for the terms of this Agreement and the releases contained herein and that no statements or representations made by the other party, its agents, employees, or legal counsel have influenced or induced it to execute this Agreement and the releases contained herein. Each party hereby assumes the risk of any mistake of fact in connection with the true facts relating to all matters related to this Agreement or the Lawsuit. Governing Law. This Agreement and any questions regarding its validity or the interpretation or construction of its provisions shall be governed by the internal laws of the State of New York without regard to conflict of laws principles. Merger and Integration. This Agreement contains the final, complete, and exclusive agreement between the parties hereto and may only be amended by a subsequent writing signed by both parties. Each party has carefully read this Agreement and understands the effect of this agreement on its rights and obligations. No Admission. The parties understand and agree that this Agreement represents the settlement of disputed claims, that neither party admits liability of any sort for any claim released or dismissed by this Agreement, and that no past or present wrongdoing on the part of either party shall be implied from the terms of this Agreement. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their successors and assigns. Execution. This Agreement may be executed in counterparts. Signatures by facsimile or copy shall be treated as original signatures. IN WITNESS WHEREOF, the parties have cause this Agreement to be executed as follows: PSC Inc. By: /s/ Joseph F. Murphy__________ Joseph F. Murphy Vice President METROLOGIC INSTRUMENTS, INC. By: /s/ C. H. Knowles_____________ C. Harry Knowles President EXHIBIT A UNITED STATES DISTRICT COURT WESTERN DISTRICT OF NEW YORK PSC INC., Civil Action No. Plaintiff, 92-CV-6277T v. METROLOGIC INSTRUMENTS, INC. Defendant. STIPULATION OF DISMISSAL Pursuant to an Agreement for Settlement, Dismissal of Claims, and Mutual Releases that has been executed by both parties, the parties, by their undersigned counsel, stipulate pursuant to Fed. R. Civ. P. 41(a)(1) that this action is hereby dismissed as follows: 1. All claims asserted by plaintiff PSC Inc. in its complaint are dismissed with prejudice. 2. Except for its counterclaim for a declaratory judgment of invalidity and unenforceability of U.S. Patent No. 4,652,750, all claims asserted by defendant Metrologic Instruments, Inc. in its counterclaim are dismissed with prejudice. 3. Defendant's counterclaim for a declaratory judgment of invalidity and unenforceability of U.S. Patent No. 4,652,750 is dismissed without prejudice. 4. Each party shall bear its own costs, expenses, and attorney's fees. /s/ Douglas M. Hagerman /s/ Francis J. Murphy - ----------------------- --------------------- Douglas M. Hagerman Francis J. Murphy Foley & Lardner Hopgood, Calimafde, Kalil & 777 East Wisconsin Avenue Judlowe, L.L.P. Milwaukee, Wisconsin 53202 60 East 42nd Street (414) 297-5526 New York, New York 10165 (212) 986-2480 Counsel for Plaintiff PSC Inc. Counsel for Defendant Metrologic Instruments, Inc. EX-10.2 3 STIPULATION OF DISMISSAL EXHIBIT 10.2 UNITED STATES DISTRICT COURT WESTERN DISTRICT OF NEW YORK PSC INC., Civil Action No. Plaintiff, 92-CV-6277T v. METROLOGIC INSTRUMENTS, INC. Defendant. STIPULATION OF DISMISSAL Pursuant to an Agreement for Settlement, Dismissal of Claims, and Mutual Releases that has been executed by both parties, the parties, by their undersigned counsel, stipulate pursuant to Fed. R. Civ. P. 41(a)(1) that this action is hereby dismissed as follows: 1. All claims asserted by plaintiff PSC Inc. in its complaint are dismissed with prejudice. 2. Except for its counterclaim for a declaratory judgment of invalidity and unenforceability of U.S. Patent No. 4,652,750, all claims asserted by defendant Metrologic Instruments, Inc. in its counterclaim are dismissed with prejudice. 3. Defendant's counterclaim for a declaratory judgment of invalidity and unenforceability of U.S. Patent No. 4,652,750 is dismissed without prejudice. 4. Each party shall bear its own costs, expenses, and attorney's fees. /s/ Douglas M. Hagerman /s/ Francis J. Murphy - ----------------------- --------------------- Douglas M. Hagerman Francis J. Murphy Foley & Lardner Hopgood, Calimafde, Kalil & 777 East Wisconsin Avenue Judlowe, L.L.P. Milwaukee, Wisconsin 53202 60 East 42nd Street (414) 297-5526 New York, New York 10165 (212) 986-2480 Counsel for Plaintiff PSC Inc. Counsel for Defendant Metrologic Instruments, Inc. SO ORDERED /s/ Michael A. Telesca Michael A. Telesca United States District Judge 4/10/97 -----END PRIVACY-ENHANCED MESSAGE-----