-----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, ISi5aP+pKaQ0YJ3zZ+6e+RKLv4LzZ/fHh67ky/FoDoBSIk1JHJWZMRxp9sja/3Iy 1+6twkxSjCzk3++MM0rUOw== 0001104659-06-083617.txt : 20061222 0001104659-06-083617.hdr.sgml : 20061222 20061222143833 ACCESSION NUMBER: 0001104659-06-083617 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: 333-120992 FILM NUMBER: 061296639 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_5s8pos.htm POST-EFFECTIVE AMENDMENT TO A S-8 REGISTRATION STATEMENT


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_______________________________

POST-EFFECTIVE AMENDMENT NO. 1
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. 2004 EQUITY INCENTIVE 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 December 3, 2004, Metrologic Instruments, Inc., a New Jersey corporation (the “Company”), filed a registration statement on Form S-8 (No. 333-120992) (the “Registration Statement”), which registered 1,500,000 shares of common stock of the Company, par value $0.01 per share (the “Common Stock”), to be offered or sold under the 2004 Equity Incentive Plan (the “Plan”).

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. 1 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. 1 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 Executive

 

December 22, 2006

C. Harry Knowles

 

Officer)

 

 

 

 

 

 

 

/s/ Michael Coluzzi

 

Chief Financial Officer (Principal Financial and

 

December 22, 2006

Michael Coluzzi

 

Accounting Officer)

 

 

 

 

 

 

 

/s/ Dipanjan Deb

 

President and Director

 

December 22, 2006

Dipanjan Deb

 

 

 

 

 

 

 

 

 

 

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