-----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, JR1WnRHATv1fDQusIuwyMYpojzEu4YEWw1RG4xbvyVJvlC4jqQqvXEDTgtzrpQvL V7UWj3EGYmaXr4enDlegXw== 0001104659-06-083615.txt : 20061222 0001104659-06-083615.hdr.sgml : 20061222 20061222143647 ACCESSION NUMBER: 0001104659-06-083615 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061222 DATE AS OF CHANGE: 20061222 EFFECTIVENESS DATE: 20061222 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: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 033-86670 FILM NUMBER: 061296624 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 S-8 POS 1 a06-26249_4s8pos.htm POST-EFFECTIVE AMENDMENT TO A S-8 REGISTRATION STATEMENT

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 3

TO

 

FORM S-8

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

 

METROLOGIC INSTRUMENTS, INC.

(Exact name of registrant as specified in its charter)

 

New Jersey

 

22-1866172

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. employer identification no.)

 

 

90 Coles Road

Blackwood, New Jersey 08012

Telephone: (856) 228-8100

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

METROLOGIC INSTRUMENTS, INC. EMPLOYEE STOCK PURCHASE PLAN

(Full title of the plan)

 

 

C. Harry Knowles

Chief Executive Officer

Metrologic Instruments, Inc.

90 Coles Road

Blackwood, New Jersey  08012

(Name and address of agent for service)

(856) 228-8100

(Telephone number, including area code, of agent for service)

 

 

Copies to:

 

John A. Fore, Esq.

Wilson Sonsini Goodrich & Rosati

Professional Corporation

650 Page Mill Road

Palo Alto, California 94304

 

 



 

EXPLANATORY NOTE:  DEREGISTRATION OF SECURITIES

On November 23, 1994, Metrologic Instruments, Inc., a New Jersey corporation (the “Company”), filed a registration statement on Form S-8 (No. 33-86670) (the “Registration Statement”), which registered 1,500,000 shares of common stock of the Company, par value $0.01 per share (the “Common Stock”), as adjusted for subsequent stock splits, to be offered or sold under the Metrologic Instruments, Inc. Employee Stock Purchase Plan (the “Plan”). The Registration Statement was amended by Post-Effective Amendment No. 1, filed February 14, 1995 and Post-Effective Amendment No. 2, filed April 11, 1995.

On December 21, 2006 (the “Merger Date”), pursuant to an Agreement and Plan of Merger, dated as of September 12, 2006, among the Company, Meteor Holding Corporation, a Delaware corporation (“Meteor”), and Meteor Merger Corporation, a New Jersey corporation and wholly-owned subsidiary of Meteor (“Merger Sub”), Merger Sub merged with and into the Company, and the Company became a wholly-owned subsidiary of Meteor (the “Merger”).  On December 22, 2006, the Company will file a certification and notice of termination of registration on Form 15 with respect to the Common Stock.

As a result of the Merger, the Company has terminated all offerings of the Company’s securities pursuant to its existing registration statements, including the Registration Statement.  Accordingly, pursuant to the undertaking contained in the Registration Statement to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering, the Company is filing this Post-Effective Amendment No. 3 to the Registration Statement to deregister all of the shares of the Company’s Common Stock reserved for issuance under the Plan which remain unissued on the Merger Date.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 3 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Blackwood, State of New Jersey, on December 22, 2006.

 

METROLOGIC INSTRUMENTS, INC.

 

 

 

 

 

 

 

By:

/s/ Michael Coluzzi

 

 

Michael Coluzzi

 

 

Chief Financial Officer

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE

 

TITLE

 

DATE

 

 

 

 

 

 

 

 

 

 

 

 

/s/ C. Harry Knowles

 

Chief Executive Officer (Principal

 

 

December 22, 2006

C. Harry Knowles

 

Executive Officer)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

/s/ Michael Coluzzi

 

Chief Financial Officer (Principal Financial

 

 

December 22, 2006

Michael Coluzzi

 

and Accounting Officer)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

/s/ Dipanjan Deb

 

President and Director

 

 

December 22, 2006

Dipanjan Deb

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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