-----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, OkO7iPH706o45AdnXek5Tb8w4YGrYBbhA1lIbM1oOYWKdp9mGfg84hRqiWkDX9mD OuINyDoqHI1HQGxV7KaNrw== 0001179110-06-024370.txt : 20061228 0001179110-06-024370.hdr.sgml : 20061228 20061228110417 ACCESSION NUMBER: 0001179110-06-024370 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20061221 FILED AS OF DATE: 20061228 DATE AS OF CHANGE: 20061228 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KNOWLES JANET H CENTRAL INDEX KEY: 0001241575 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24712 FILM NUMBER: 061301870 BUSINESS ADDRESS: BUSINESS PHONE: 8562288100 MAIL ADDRESS: STREET 1: 90 COLES RD. CITY: BLACKWOOD STATE: NJ ZIP: 08012 ISSUER: 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 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 4 1 edgar.xml FORM 4 - X0202 4 2006-12-21 0 0000815910 METROLOGIC INSTRUMENTS INC MTLG 0001241575 KNOWLES JANET H 90 COLES ROAD BLACKWOOD NJ 08012 1 1 1 0 V. P., Treasurer and Secretary Common Stock 2006-12-21 4 D 0 203891 18.5 D 0 I By Spouse, as Sole Trustee for the C. Harry Knowles Grantor Retained Annuity Trust No. 1 Common Stock 2006-12-21 4 D 0 4049460 18.5 D 0 I By the Janet H. and C. Harry Knowles Foundation, Inc., of which Spouse is President. Common Stock 2006-12-21 4 D 0 648650 18.5 D 0 I By the Knowles Charitable Foundation, of which Spouse is President. Common Stock 2006-12-21 4 D 0 648650 18.5 D 0 I By Self, as Sole Trustee of the C. Harry Knowles Charitable Remainder Annuity Trust No. 1 Common Stock 2006-12-21 4 D 0 1974198 18.5 D 0 I By Spouse Common Stock 2006-12-21 4 D 0 1501732 0 D 0 I By Spouse Non-Qualified Stock Option 20.30 2006-12-21 4 D 0 7500 0 D 2006-12-21 2014-12-02 Common Stock 7500 0 D Non-Qualified Stock Option 20.16 2006-12-21 4 D 0 17700 0 D 2006-12-21 2016-02-22 Common Stock 17700 0 D Non-Qualified Stock Option 20.30 2006-12-21 4 D 0 7500 0 D 2006-12-21 2014-12-02 Common Stock 7500 0 I By Spouse Non-Qualified Stock Option 20.16 2006-12-21 4 D 0 17700 0 D 2006-12-21 2016-02-22 Common Stock 17700 0 I By Spouse Warrant 3.47 2006-12-21 4 D 0 195000 15.03 D 2003-01-31 2013-01-31 Common Stock 195000 0 D In connection with the merger of Meteor Merger Corp. with and into the Issuer, shares of the Issuer's common stock were converted into the right to receive $18.50 per share in cash, without interest. Immediately prior to the effective time of the merger of Meteor Merger Corp. with and into the Issuer, the options became fully vested and were cancelled. In exchange for cancellation of the options, the Issuer paid to the Reporting Person either (i) $1 for each grant of options, if the exercise price of the options was equal to or greater than the merger consideration of $18.50 or (ii) an amount equal to the excess of the merger consideration ($18.50) over the exercise price multiplied by the number of shares of common stock subject to the option, less any required wihholding, if the exercise price of the option was less than the merger consideration of $18.50. Prior to 12/21/06, such option became vested and exercisable with respect to 1/4 of the shares underlying such option on 12/2/05 and would become vested and exercisable with respect to the remaining shares underlying such option in equal installments on each one-year anniversary of 12/2/05 until 12/2/08, at which time such option would be fully vested and exercisable. Prior to 12/21/06, such option became vested and exercisable with respect to 1/5 of the shares underlying such option on 2/22/06 and would become vested and exercisable with respect to the remaining shares underlying such option in equal installments on each one-year anniversary of 2/22/06 until 2/22/10, at which time such option would be fully vested and exercisable. In connection with the merger of Meteor Merger Corporation with and into the Issuer, such shares of the Issuer's common stock were contributed to Meteor Holding Corporation in exchange for 25,004 shares of junior preferred stock and 11,112,819 shares of common stock of Meteor Holding Corporation, and Meteor Holding Corporation became the sole shareholder of the Issuer. /s/ Janet H. Knowles 2006-12-27 -----END PRIVACY-ENHANCED MESSAGE-----