-----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, IQi7CHP7RGG41VMzZlCR07EYkhp9WJ1tDqAFbzQEapEVlec/lWS2uI6+82mZfASu Ax9jyKt0CUoB7TOdDZogUQ== 0001104659-06-065207.txt : 20061122 0001104659-06-065207.hdr.sgml : 20061122 20061005154451 ACCESSION NUMBER: 0001104659-06-065207 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061005 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: CORRESP 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 CORRESP 1 filename1.htm

October 5, 2006                                              

VIA EDGAR AND FACSIMILE

United States Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
Attention:  Kari Jin

Re:                               Metrologic Instruments, Inc.
Form 10-K for Fiscal Year Ended December 31, 2005
Filed March 15, 2006
Form 10-Q for the Quarterly Period Ended March 31, 2006
Filed May 10, 2006
Form 8-K Filed July 27, 2006 and July 31, 2006
File No. 0-24712

Dear Ms. Jin:

This letter responds to the Staff’s comment letter dated September 14, 2006 addressed to the Company.

For your convenience, each of the Staff’s comments has been reproduced, followed by the Company’s response to such comment:

Form 10-Q for the Quarter Ended June 30, 2006

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Reconciliation of Non-GAAP Financial Information

1.                                       We have reviewed your response concerning the non-GAAP operating statement columnar format in the filed document to exclude the adoption of SFAS 123R.  We continue to have the concerns previously expressed over how investors might view that information due to the format in which it’s [sic] been presented.  Consequently, we believe it should be removed immediately.

 



United States Securities and Exchange Commission
October 5, 2006
Page 2

 

RESPONSE:

We will remove the non-GAAP operating statement columnar format in future filings.

Form 8-K Filed on July 27, 2006 and July 31, 2006

2.                                       We note your response to our prior comment no. 5 concerning the non-GAAP operating statement columnar format in the Form 8-Ks.  We continue to have the concerns previously expressed over how investors might view that information due to the format in which it’s [sic] been presented.  Consequently, we believe it should be removed for future 8-K filings.

RESPONSE:

We will remove the non-GAAP operating statement columnar format in future filings.

3.                                       We note your response to our prior comment no. 6 and we do not believe you completely address our comment.  Please provide us with your revised presentation and disclosure for future filing addressing the disclosures set forth in Question 8, such as the manner in which management uses the non-GAAP measure to conduct or evaluate its business (see bullet point in FAQ).  Further it is not evident from your response whether the Company utilizes EBITDA as a performance measure, liquidity measure or both.  If you utilize EBITDA as a liquidity measure provide to us and present in future filings the reconciliation of non-GAAP liquidity measures to the most comparable GAAP measure, such as cash flows from operations.  We refer you to Item 10(e)(i)(B) of Regulation S-K.

RESPONSE:

A Form 8-K was filed by the Company on September 13, 2006 indicating that the Company had entered into an Agreement and Plan of Merger.  Upon closing of this transaction, the Company will become a privately held company and will not be subject to the reporting requirements under the Securities Exchange Act of 1934.  In light of the aforementioned information, the Company does not anticipate any further Form 8-K filings that would incorporate the EBITDA information referred to in Question # 3 above.

 



United States Securities and Exchange Commission
October 5, 2006
Page 3

 

Should this transaction not close and the Company still remain a public company, we will include all the relevant disclosures regarding this measure in future filings.

 

Sincerely,

 

 

 

 

 

 

 

Kevin J. Bratton

 

Chief Financial Officer

 

cc:                                 C. Harry Knowles (via facsimile)


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