DEFA14A

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): November 3, 2006

METROLOGIC INSTRUMENTS, INC.

(Exact name of Registrant as specified in its charter)

New Jersey	0-24172	22-1866172
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

90 Coles Road, Blackwood, New Jersey	08012
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (856) 228-8100

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

On November 3, 2006, the Registrant issued a press release announcing its financial results for the third quarter of fiscal year 2006. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

The information in this Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 8.01 Other Events

On November 2, 2006, the Registrant received a letter from the U.S. Federal Trade Commission, dated October 23, 2006, that it had been granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended with respect to the previously announced acquisition by affiliates of Francisco Partners II, L.P. of the Registrant.

Important Additional Information Regarding the Merger will be filed with the SEC

In connection with the proposed merger, Metrologic has filed a proxy statement with the Securities and Exchange Commission (the “SEC”). INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT THE MERGER AND THE PARTIES TO THE MERGER. Investors and security holders may obtain a free copy of the proxy statement and other documents filed by Metrologic at the SEC website http://www.sec.gov. The proxy statement and other documents also may be obtained for free from Metrologic by directing such request to Metrologic, Investor Relations Department at Investor.Relations@metrologic.com.

Metrologic and certain executive officers and other members of its management may be deemed participants in the solicitation of proxies from its shareholders in connection with the proposed merger. Information concerning the interests of Metrologic’s participants in the solicitation, which may be different than those of Metrologic shareholders generally, are set forth in the proxy statement relating to the merger.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Number	Description of Document
99.1	Press Release dated November 3, 2006 announcing the Registrant’s reporting of its financial results for the third quarter of fiscal year 2006.

2

SIGNATURES

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, thereunto duly authorized.

	Metrologic Instruments, Inc. (Registrant)
November 7, 2006	By:	/s/ C. Harry Knowles
	Name:	C. Harry Knowles
	Title:	Interim Chief Executive Officer

3

EX-99.1

Exhibit 99.1

Corporate Headquarters

Metrologic Instruments, Inc.

90 Coles Road

Blackwood, NJ 08012-4638

Tel 856.228.8100

Fax 856.228.6673 (sales)

Fax 856.228-0653 (finance/legal)

www.metrologic.com

Metrologic Announces Financial Results for the

Third Quarter 2006

Revenue from Continuing Operations Increases

15.9% to Record $53.2 Million

Blackwood, New Jersey – November 3, 2006 — Metrologic Instruments, Inc. (NASDAQ-NMS:MTLG) today announced financial results for the quarter ended September 30, 2006 with revenue from continuing operations of $53.2 million and income from continuing operations of $2.8 million or $0.12 per fully diluted share. Beginning January 1, 2006, the Company adopted SFAS No. 123(R), Share-Based Payment.

As previously announced, the Company entered into a Stock Purchase Agreement with Essex Corporation on September 19, 2006 for the sale of the Company’s subsidiary, Adaptive Optics Associates, Inc (“AOA”). This transaction was completed in October 2006. The results from continuing operations exclude AOA which is reported as a discontinued operation as discussed further below.

Financial Results and Third Quarter Highlights

Continuing Operations

• Revenue for the third quarter of 2006 increased by 15.9% to a record $53.2 million as compared to $45.9 million in the third quarter of 2005.

• For the third quarter of 2006, gross margin was 45.3% versus 47.5% for the third quarter 2005. Gross margin for the third quarter 2006 was primarily impacted by continued sales to Tier-1 retailers and product mix. Approximately $0.1 million, or 0.3%, of stock based compensation expense is included in gross margin for the three months ended September 30, 2006.

• Operating expense as a percentage of revenue was 38.4% for the third quarter of 2006 compared to 27.4% in the third quarter 2005. This increase is primarily caused by higher selling, general and administrative expenses which include legal expenses for ongoing litigation, costs related to a Brazilian tax case, and transaction costs associated with the Company’s previously announced Merger Agreement with an investor group led by Francisco Partners. Approximately $0.8 million of stock based compensation expense is included in operating expenses for the three months ended September 30, 2006.

• Income from continuing operations for the third quarter of 2006 was $2.8 million, or $0.12 per fully diluted share, as compared to $7.3 million or $0.31 per fully diluted share in the third quarter of 2005. Included in

income from continuing operations for the third quarter of 2006 was approximately $0.9 million of stock based compensation expense.

• The Data Capture and Collection business segment grew 15.0% to approximately $50.6 million as compared to the third quarter of 2005, reflecting continued strength in the channel and in reverse-vending applications.

• On a geographic basis, sales in the EMEA (Europe, Middle East, Africa) region increased by 38.0% to approximately $26.5 million in the third quarter of 2006, fueled by new and follow-on orders received from Tier-1 retailers and for reverse-vending applications. The Asia/Pacific region grew at 12.8% to approximately $8.0 million. The Americas region decreased by 4.7% primarily due to several large Tier-1 rollouts in the third quarter of 2005.

Discontinued Operations

The 2006 and 2005 results from continuing operations exclude AOA which the Company sold effective October 2, 2006 and is reported as a discontinued operation. Income from discontinued operations, net of income taxes, was $0.8 million, or $0.04 per fully diluted share for the quarter ended September 30, 2006, as compared with $0.4 million, or $0.02 per fully diluted share in 2005. Including discontinued operations, net income was $3.6 million, or $0.16 per fully diluted share in the third quarter of 2006 as compared with net income of $7.7 million, or $0.33 per fully diluted share in 2005.

Nine Months 2006 Results

Revenue from continuing operations for the first nine months of 2006 was approximately $158.1 million, an increase of 25.1% as compared to revenue of $126.4 million in the first nine months of 2005. Income from continuing operations was $10.3 million, or $0.44 per fully diluted share in 2006, as compared to $15.2 million, or $0.65 per diluted share, in 2005. Included in income from continuing operations for the nine months ended September 30, 2006 was approximately $3.4 million of stock based compensation expense. Net income for the first nine months of 2006 was $12.4 million, or $0.53 per fully diluted share, as compared to $16.3 million or $0.70 per diluted share in the comparable period in 2005.

Conference Call

In light of the recent announcement that Metrologic has signed a definitive agreement to be acquired by a group of investors led by Francisco Partners, the Company will not host a conference call to discuss third quarter 2006 financial results. For more information on the transaction, please see our SEC filings.

About Metrologic

Metrologic Instruments, Inc. (“Metrologic” or the “Company”) is a global supplier of choice for data capture and collection hardware, optical solutions, and image processing software. Metrologic has been delivering innovative, quality products that are cost effective, reliable and supported by a superior level of personal service for nearly 40 years. Metrologic products are sold worldwide through Metrologic’s sales, service and distribution offices located in The Americas, EMEA and Asia/Pacific. Metrologic provides its customers not only with a great deal, but a great deal more. For more information please call 1-800-667-8400 or visit www.metrologic.com.

Forward Looking Statements

Forward-looking statements contained in this release are highly dependent upon a variety of important factors which could cause actual results to differ materially from those reflected in such forward looking statements. Specifically, the factors that could cause actual results to differ from expectations include: the timing, introduction and market acceptance of Metrologic’s new products; foreign currency fluctuations with the US dollar; pricing pressures; competitive factors; sales cycles of Metrologic’s products; Metrologic’s ability to control manufacturing and operating costs as well as product and revenue mix which affect future profitability; the effect of current and pending legislation on Metrologic’s effective annual tax rate; technological changes in the data capture industry, including the adoption of imaging-based and RFID technologies; availability of patent protection for Metrologic’s vision-based technologies, and other products; the results of litigation; general economic conditions; and the potential impact of terrorism, international hostilities and natural disasters. When used in this release and

documents referenced, the words “believes”, “expects”, “may”, “should”, “seeks”, or “anticipates”, and similar expressions as they relate to Metrologic or its management are intended to identify such forward-looking statements. We undertake no obligation to correct or update any forward-looking statements, whether as a result of new information, future events or otherwise. For additional factors, please see Metrologic’s reports filed with the Securities and Exchange Commission.

For more information contact:

Dale Fischer, Vice President

856.228.8100    X5505

Email: d.fischer@metrologic.com

Metrologic Instruments, Inc.

Condensed Consolidated Statements of Operations

(amounts in thousands, except per share data)

	Three Months Ended September 30,					Nine Months Ended September 30,
	(Unaudited)
	2006			2005		2006		2005
Sales	$	53,195		$	45,907	$	158,083	$	126,350
Cost of sales		29,106			24,079		89,763		66,033
Gross profit		24,089			21,828		68,320		60,317
Selling, general and administrative expenses		17,533			10,563		46,147		32,402
Research and development expenses		2,902			2,003		7,563		5,750
Operating income		3,654			9,262		14,610		22,165
Net interest income		443			123		689		257
Other income/(expense)		(62	)		2,019		423		1,271
Income from continuing operations before income taxes		4,035			11,404		15,722		23,693
Income tax expense continuing operations		1,272			4,087		5,382		8,532
Income from continuing operations		2,763			7,317		10,340		15,161
Income from discontinued operation, net of taxes		820			383		2,013		1,093
Net income	$	3,583		$	7,700	$	12,353	$	16,254
Basic earnings per share:
Continuing operations	$	0.12		$	0.33	$	0.46	$	0.69
Discontinued operation	$	0.04		$	0.02	$	0.09	$	0.05
	$	0.16		$	0.35	$	0.55	$	0.74
Diluted earnings per share:
Continuing operations	$	0.12		$	0.31	$	0.44	$	0.65
Discontinued operation	$	0.04		$	0.02	$	0.09	$	0.05
	$	0.16		$	0.33	$	0.53	$	0.70
Weighted average number of common shares outstanding:
Basic		22,455			22,202		22,518		22,082
Diluted		22,991			23,103		23,144		23,101

Note: In September 2006, the Company announced the sale of its wholly owned subsidiary, Adaptive Optics Associates, Inc. The Condensed Consolidated Statements of Operations for the current and prior periods have been reclassified to reflect the results from this business as a discontinued operation.

Metrologic Instruments, Inc.

Condensed Consolidated Balance Sheets

(all amounts in thousands)

	September 30 2006		December 31, 2005*
	(Unaudited)
Cash and cash equivalents	$	44,809	$	49,463
Marketable securities		27,732		24,475
Accounts receivable, net		46,093		48,462
Inventories, net		36,188		29,364
Other current assets		4,227		6,400
Assets of discontinued operation held for sale		24,398		—
Total current assets		183,447		158,164
Property, plant and equipment, net		18,325		20,402
Goodwill and other intangibles, net		32,103		43,103
Other assets		1,642		4,513
Total assets	$	235,517	$	226,182
Accounts payable and accrued expenses	$	31,509	$	46,709
Current portion of debt		15,974		18,433
Deferred contract revenue		211		739
Liabilities on discontinued operation held for sale		4,250		—
Total current liabilities		51,944		65,881
Debt		3		3
Other liabilities		2,049		8
Total shareholders’ equity		181,521		160,290
Total liabilities and shareholders’ equity	$	235,517	$	226,182

* Certain prior period amounts have been reclassified to conform to the current period presentation

Supplemental Sales Data

	Three Months Ended September 30,								Nine Months Ended September 30,
	2006		2005		% Total		% Growth		2006		2005		% Total		% Growth
By Geography
The Americas	$	18,670	$	19,588	35.1	%	(4.7	)%	$	54,314	$	50,342	34.4	%	7.9	%
EMEA		26,477		19,185	49.8	%	38.0	%		83,302		57,438	52.7	%	45.0	%
Asia/Pacific		8,048		7,134	15.1	%	12.8	%		20,467		18,570	12.9	%	10.2	%
	$	53,195	$	45,907	100.0	%	15.9	%	$	158,083	$	126,350	100.0	%	25.1	%
By Business Segment
Data Capture and Collection	$	50,553	$	43,962	95.0	%	15.0	%	$	151,881	$	119,618	96.1	%	27.0	%
Industrial Automation		2,642		1,945	5.0	%	35.8	%		6,202		6,732	3.9	%	(7.9	)%
	$	53,195	$	45,907	100.0	%	15.9	%	$	158,083	$	126,350	100.0	%	25.1	%