SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant X
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Filed by a Party other than the Registrant -------
Check the appropriate box:
- ----- Preliminary Proxy Statement
- ----- Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2)0
X
- ----- Definitive Proxy Statement
- ----- Definitive Additional Materials
- ----- Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
METROLOGIC INSTRUMENTS, INC.
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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3) Per *unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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____Fee paid previously with preliminary materials.
____Check if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount previously paid:_________________________________________
2) Form, Schedule or Registration Statement No.____________________
3) Filing party:___________________________________________________
4) Date filed:_____________________________________________________
<PAGE>
METROLOGIC INSTRUMENTS, INC.
90 COLES ROAD
BLACKWOOD, NEW JERSEY 08012
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, JUNE 24, 1999
The 1999 Annual Meeting of Shareholders (the "Annual Meeting") of
Metrologic Instruments, Inc., a New Jersey corporation (the "Company"), will be
held on Thursday, June 24, 1999, at 3:30 p.m., Eastern Daylight Time, at the
Company's corporate offices, located at 90 Coles Road, Blackwood, New Jersey
08012, for the following purposes:
1. To elect two Class II directors to hold office until the
Annual Meeting of Shareholders in 2002;
2. To ratify the appointment of Ernst & Young LLP as the Company's
independent auditors for the fiscal year ending December 31, 1999; and
3. To transact such other business as may properly come before the
Annual Meeting and any adjournments or postponements thereof.
The Board of Directors has fixed the close of business on April 27,
1999 as the record date for the Annual Meeting. Only shareholders of record at
that time are entitled to notice of and to vote at the Annual Meeting and at
any and all adjournments or postponements thereof.
Whether or not you expect to attend the Annual Meeting, please
complete, sign, date and promptly return the enclosed proxy in the envelope
enclosed for your convenience.
By Order of the Board of Directors,
Janet H. Knowles
Secretary
May 27, 1999
<PAGE>
PROXY STATEMENT
METROLOGIC INSTRUMENTS, INC. May 27, 1999
90 Coles Road
Blackwood, New Jersey 08012
This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of Metrologic Instruments, Inc. (the "Company") of
proxies for the 1999 Annual Meeting of Shareholders (the "Annual Meeting") to
be held on June 24, 1999, and any adjournments or postponements thereof. Copies
of this Proxy Statement and the accompanying proxy are first being sent to
shareholders on or about May 27, 1999.
The entire cost of this proxy solicitation will be borne by the
Company. Solicitation may be by mail, telegram or in person. Some of the
officers and other employees of the Company may solicit proxies personally and
by telephone. Management may also request banks, brokerage firms, custodians,
nominees and fiduciaries to obtain authorization for the execution of proxies
and will reimburse them for expenses incurred by them in connection therewith.
The holders of record of Common Stock of the Company, par value $.01
per share (the "Common Stock"), at the close of business on April 27, 1999 (the
"Record Date") will be entitled to vote on all matters to be voted upon at the
Annual Meeting and any adjournments or postponements thereof.
The Company had 5,411,797 shares of Common Stock issued and
outstanding on the Record Date. Each share of Common Stock is entitled to one
vote per share. The presence at the Annual Meeting in person or by proxy of
shareholders entitled to cast at least a majority of the votes at the Annual
Meeting will constitute a quorum at the Annual Meeting. Broker non-votes and
abstentions will be counted in determining the presence of a quorum, but will
not be voted.
Subject to the conditions set forth in the Notice of Annual Meeting
accompanying this Proxy Statement, the shares represented by each executed
proxy will be voted in accordance with the instructions given. If no
instruction is made on an executed proxy, the proxy will be voted FOR the
election of the nominees named thereon to the Board of Directors and FOR the
ratification of the appointment of Ernst & Young LLP as the Company's
independent auditors for the 1999 fiscal year. The Board of Directors knows of
no other matters that are likely to be brought before the Annual Meeting. If
any other matters properly come before the Annual Meeting, however, the persons
named in the enclosed proxy, or their duly constituted substitutes acting at
the Annual Meeting, will be authorized to vote or otherwise act thereon in
accordance with their judgment on such matters. Any shareholder giving a proxy
has the power to revoke the proxy by filing a written notice of revocation with
the Secretary of the Annual Meeting prior to the voting of the proxy or by
voting the shares subject to the proxy by written ballot. With regard to the
election of directors, votes may be cast in favor or withheld; votes that are
withheld will be excluded entirely from the vote and will have no effect. With
regard to the ratification of the appointment of the Company's independent
auditors for the 1999 fiscal year, shareholders may cast their votes in favor
or against, or may abstain. Abstentions will have the effect of a negative
vote, while broker non-votes will have no effect on the outcome of the vote.
Shareholders entitled to vote may do so in person or by proxy. The Company may
require that any votes cast in person be cast by written ballot.
ELECTION OF DIRECTORS
The Company's Board of Directors is divided into three classes.
Directors in each class are elected to serve for a term of three years. The
terms are staggered so that only approximately one-third of the Board of
Directors will stand for election each year. At the Annual Meeting, two persons
will be elected to the Board of Directors to serve until the 2002 Annual
Meeting of Shareholders or until his or her successor is elected and qualified.
<PAGE>
The persons named in the enclosed proxy will vote for the election of
the nominees named below unless authority to vote is withheld. In the event
that the nominees are unable to serve, the persons named in the proxy will vote
for such substitute nominees as they, in their discretion, shall determine. The
Board of Directors has no reason to believe that the nominees named herein will
be unable to serve.
Nominees for Terms Expiring in 2002
Janet H. Knowles Mrs. Knowles, 57, was a director of the Company from 1972
to 1984 and has served as a director since 1986. Mrs.
Knowles served as Vice President, Administration from 1976
to 1983 and has served in that capacity and as Secretary
since 1984 and as Treasurer since 1994. Mrs. Knowles is
responsible for the Company's administrative matters. Mrs.
Knowles is married to C. Harry Knowles, the President,
Chief Executive Officer and Chairman of the Board of
Directors of the Company.
Thomas E. Mills IV Mr. Mills, 39, has served as the Company's Executive
Vice President and Chief Operating Officer since
April 1998, as the Company's Vice President, Finance since
June 1995 and as Chief Financial Officer since May 1994.
Mr. Mills was employed by Ferranti International, Inc.
from 1986 to April 1994 in various positions, most
recently as Senior Vice President, U.S. Operations. Prior
to his employment with Ferranti International, Inc., Mr.
Mills, who is a CPA, was employed by KPMG Peat Marwick in
various positions from 1981 to 1986, most recently as
Audit Manager. Mr. Mills became a director of the Company
effective March 25, 1999.
The Board of Directors recommends a vote "FOR" the election of Mrs.
Knowles and Mr. Mills.
Board of Directors
The following persons represent the remaining members of the Board of
Directors with terms expiring after 1999:
C. Harry Knowles Mr. Knowles, 70, is the founder of the Company and has
been Chairman of the Board of Directors since the
Company's inception. Mr. Knowles served as President of
the Company from its inception through 1982 and has served
as its President and Chief Executive Officer since 1985.
In addition, Mr. Knowles served as Chief Technical Officer
with responsibility for all of the Company's research and
development activities from 1982 to 1985. Since 1988, Mr.
Knowles has served as a Managing Director of Metrologic
Instruments GmbH, a wholly owned subsidiary of the Company.
Prior to founding the Company, Mr. Knowles was the general
manager of Westinghouse Electric Corporation's integrated
circuits division in Elkridge, Maryland. Mr. Knowles is
married to Janet H. Knowles, the Vice President,
Administration, Secretary, Treasurer and a director of the
Company. Mr. Knowles' current term as a director expires
in 2000.
Stanton L. Meltzer Mr. Meltzer, 60, has been a director of the Company since
1987. Mr. Meltzer is a certified public accountant and
since 1964 has been a principal in the firm of Gold,
Meltzer, Plasky & Wise, a professional corporation of
certified public accountants, located in Moorestown, New
Jersey. Mr. Meltzer's current term as a director expires
in 2000.
William Rulon-Miller Mr. Rulon-Miller, 50, became a director of the Company on
December 12, 1997. Mr. Rulon-Miller joined Janney
Montgomery Scott Inc. in 1979, and currently serves as
Senior Vice President and Co-Director of Investment
Banking. Prior to that date, he was an officer in the
Corporate Finance department of Smith Barney Inc. where he
worked in both the New York City and San Francisco
offices. He is currently on the Board of Directors of
Mothers Work Inc. and the JPM Company, Inc. He is a
partner of Five Penn Center Partners and a director of The
Penn Janney Fund, Inc., which are private venture capital
organizations. Mr. Rulon-Miller graduated from Princeton
University and received an M.B.A. from the Wharton School
of the University of Pennsylvania. Mr. Rulon-Miller's
current term as a director expires in 2001.
<PAGE>
Meetings and Committees of the Board of Directors
The Board of Directors has an Audit Committee, a Compensation
Committee and an Incentive Committee. These committees were formed in September
1994 in connection with the Company's initial public offering. The Company does
not have a Nominating Committee. The Audit Committee, Compensation Committee
and Incentive Committee met three, two and four times during 1998,
respectively.
The Audit Committee is comprised of Mr. Meltzer and Mr. Rulon-Miller.
The Audit Committee communicates with and receives information directly from
the Company's independent auditors and reviews the Company's financial
controls, policies and procedures.
The Compensation Committee is comprised of Mr. Meltzer and Mr.
Rulon-Miller. The Compensation Committee periodically reviews and evaluates
the compensation of the Company's officers and establishes guidelines for
compensation for the Company's personnel.
The Incentive Committee is comprised of Mr. and Mrs. Knowles. The
Incentive Committee administers the Company's Incentive Plan and the Employee
Stock Purchase Plan.
The Board of Directors held four meetings in 1998.
Compensation Committee Interlocks and Insider Participation
Stanton L. Meltzer, a member of the Compensation Committee, is a
principal of an accounting firm which, in fiscal 1998, incurred expenses of
approximately $56,000 for tax consulting services performed for the Company.
Compensation of Directors
Directors who are not employees of the Company receive an annual
retainer of $10,000 plus expenses, and fees of $1,000 for each Board of
Directors' meeting attended and $500 for each committee meeting attended. In
addition, directors are eligible to receive options to purchase the Company's
Common Stock, at the discretion of the Incentive Committee, under the Company's
Incentive Plan.
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
AND PRINCIPAL SHAREHOLDERS
The following table sets forth certain information regarding the
beneficial ownership of the Company's Common Stock as of April 27, 1999 by: (i)
each person known by the Company to be a beneficial owner of more than five
percent of the outstanding Common Stock; (ii) each of the Company's directors;
(iii) each nominee for election as a director; (iv) each executive officer of
the Company named in the Summary Compensation Table below; and (v) all
executive officers and directors of the Company as a group.
Name of Beneficial Owner Shares Beneficially Owned (1) Percent of Class(1)
C. Harry Knowles 3,303,000 61.03%
Janet H. Knowles 3,303,000(2) 61.03%
Stanton L. Meltzer 205,332(3) 3.79%
William Rulon-Miller 6,700(4) *
Dale M. Fischer 39,462(5)(6) *
Thomas E. Mills IV 39,755(7)(8) *
Benny A. Noens 18,536(9) *
Kevin P. Woznicki 20,000(10) *
Wellington Management Co. 417,100(11) 7.71%
All executive officers and
directors as a group (11 persons) 3,718,510(12) 66.43%
- -----------------
* Less than 1%.
(1) Based on 5,411,797 shares outstanding as of April 27, 1999. Beneficial
ownership is determined in accordance with the rules of the Securities
and Exchange Commission (the "Commission") and generally includes
voting or investment power with respect to securities.
(2) Janet H. Knowles, Vice President, Administration, Secretary and
Treasurer is the wife of C. Harry Knowles and, therefore, may be
deemed to have shared voting and investment power with respect to the
3,303,000 shares owned by Mr. Knowles.
(3) Includes 181,999 shares held in a trust for the benefit of the
children of C. Harry Knowles and Janet H. Knowles pursuant to which
Mr. Meltzer has shared voting and investment power as trustee.
(4) Includes currently exercisable options to purchase 4,000 shares of
Common Stock.
(5) Includes currently exercisable options to purchase 32,000 shares of
Common Stock.
(6) Includes 1,000 shares held in a trust of which Mr. Fischer is a
trustee and a beneficiary.
(7) Includes an aggregate of 300 shares held by Mr. Mills' children.
(8) Includes currently exercisable options to purchase 36,000 shares of
Common Stock.
(9) Includes currently exercisable options to purchase 16,000 shares of
Common Stock.
(10) Represents currently exercisable options to purchase 20,000 shares of
Common Stock.
(11) According to the Schedule 13G filed with the Commission by Wellington
Management Co. for the year ended December 31, 1998, the business
address of Wellington Management Co. is 75 State Street, Boston, MA
02109. Additionally, Wellington Management Co. reported shared voting
power with respect to 369,100 shares of Common Stock, and shared
dispositive power with respect to 417,100 shares of Common Stock.
(12) Includes currently exercisable options to purchase an aggregate of
186,200 shares of Common Stock.
<PAGE>
EXECUTIVE COMPENSATION
Summary of Cash and Certain Other Compensation
The following table summarizes the compensation earned for services
rendered during each of the last three fiscal years with respect to the
Company's Chief Executive Officer and the Company's four other most highly
compensated executive officers.
SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term
------------------------------- Compensation
Awards
------------------
Securities
Other Under- All
Principal Annual lying Other
Underlying Fiscal Compen- Options Compen-
Position Year Salary($) Bonus($) sation($) (#) sation($)(1)
C. Harry Knowles 1998 $200,000 $200,000 - - $ 4,369
Chairman of the 1997 200,000 200,000 - - 5,247
Board, President, 1996 200,000 200,000 - - 4,213
and Chief Executive
Officer
Thomas E. Mills IV (2) 1998 180,000 175,000 - 35,000 4,369
Executive Vice 1997 140,000 150,000 - - 5,247
President, Chief 1996 140,000 100,000 - 10,000 4,213
Operating Officer
and Chief Financial
Officer
Dale M. Fischer 1998 140,000 158,449 - 25,000 4,369
Vice President, 1997 140,000 100,000 - - 5,247
International Sales 1996 140,000 143,367 - 10,000 4,213
Benny A. Noens 1998 150,000 113,513 $ 7,643(3) 20,000 4,369
Vice President, 1997 150,000 173,445 7,442(3) - 5,247
European Sales 1996 150,000 110,671 7,049(3) 10,000 4,213
and Managing
Director, Metrologic
Instruments, GmbH
Kevin P. Woznicki 1998 140,000 272,818 - 20,000 4,369
Vice President, 1997 140,000 115,938 - - 5,247
North American 1996 136,539(4) 60,000 - 20,000 5,553
Sales
(1) Represents the Company's contributions to the Company's profit sharing
plan, including employer 401(k) matching contributions, on behalf of
each executive officer.
(2) On April 22, 1998, Mr. Mills became the Company's Executive Vice
President and Chief Operating Officer and continues to serve as Chief
Financial Officer.
(3) Mr. Noens' other annual compensation includes certain foreign housing
costs incurred by the Company on behalf of Mr. Noens.
(4) On August 1, 1996, Mr. Woznicki became the Company's Vice President of
Marketing. On December 1, 1996, Mr. Woznicki became the Company's Vice
President, North American Sales. On May 1, 1996, Mr. Woznicki's base
salary was increased from $130,000 to $140,000.
<PAGE>
Stock Option Grants
The following table sets forth information concerning options to
purchase shares of Common Stock granted pursuant to the Company's Incentive
Plan during the year ended December 31, 1998 to each of the executive officers
of the Company named in the Summary Compensation Table.
Individual Grants
- -------------------------------------------------------------
Potential Realized
% of Total Value at Assumed
Number of Options Annual Rates of
Securities Granted to Stock Price
Underlying Employees Exercise Appreciation for
Options During Price Expiration Option Term
Name Granted 1998 ($/share) Date 5% 10%
- -------------------------------------------------------------------------------
C. Harry Knowles - - - - - -
Thomas E. Mills IV 35,000 10.0% $12.81 (1) $292,797 $731,803
Dale M. Fischer 25,000 7.1% 12.81 (1) 209,141 522,716
Benny A. Noens 20,000 5.7% 12.81 (1) 167,313 418,173
Kevin P. Woznicki 20,000 5.7% 12.81 (1) 167,313 418,173
(1) Options are exercisable as follows subject to certain conditions: 20% on
each of January 2, 1998, 1999, 2000, 2001 and 2002. Options expire ten years
from the date of grant.
Fiscal Year - End Option Information
The following table sets forth information with respect to the number
of shares covered by exercisable and unexercisable options held by the
executive officers of the Company named in the Summary Compensation Table on
December 31, 1998 and the value of such unexercised options on December 31,
1998. No stock options were exercised by any of such executive officers during
1998.
VALUE OF OPTIONS HELD AT DECEMBER 31, 1998
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options at 12/31/98 Options at 12/31/98($)(1)
---------------------------- ---------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ------------- ----------- -------------
C. Harry Knowles -- -- -- --
Thomas E. Mills IV 33,000 32,000 $17,220 $1,480
Dale M. Fischer 31,000 24,000 17,220 1,480
Benny A. Noens 16,000 20,000 7,480 1,480
Kevin P. Woznicki 16,000 24,000 4,440 2,960
(1) Options are in-the-money if the market value of the shares covered
thereby is greater than the options' exercise price. Calculated based
on the fair market value at December 31, 1998 of $11.75 per share,
less the exercise price.
<PAGE>
REPORTS OF THE COMPENSATION COMMITTEE AND THE INCENTIVE COMMITTEE
REGARDING EXECUTIVE COMPENSATION
Compensation Policies
The Company operates in a competitive and high technology business
environment. The goals of the Company's executive compensation program are to
motivate executives to achieve the Company's business and technical objectives
in this environment and to reward them for their achievement, foster teamwork
and attract and retain executive officers who contribute to the overall success
of the Company. The Compensation Committee and the Incentive Committee of the
Board of Directors utilize salary, incentive bonuses and incentive stock option
awards to meet these goals.
In determining compensation and incentive levels, the Compensation and
Incentive Committees of the Board take into account a number of factors. These
include providing compensation comparable to that offered by other leading high
technology companies.
The Incentive Committee has the authority to grant awards under the
Company's Incentive Plan, which provides for the award to officers and
employees of the Company and its subsidiaries of qualified and non-qualified
stock options, restricted stock, performance shares and performance units and
the award of non-qualified stock options to directors and consultants of the
Company and its subsidiaries.
Compensation Components
In 1998, the salary portion of executive compensation was determined
by reviewing compensation levels at companies in the same industry as the
Company and of comparable size.
A substantial portion of the annual compensation of each executive
officer was in the form of a cash bonus. Bonuses for executive officers
responsible for sales activities were based on the amount by which 1998 sales
for such executive officer's area of responsibility exceeded pre-determined
sales targets for such area, and for other executive officers, including the
Chief Executive Officer, the cash bonus amount was based on the Compensation
Committee's judgment as to such executive officer's individual performance and
contribution to the Company's profitability.
The Incentive Committee believes that compensation in the form of
stock options closely aligns the executive officers' interests with those of
shareholders and provides a major incentive to executive officers in building
shareholder value. The Incentive Committee may review the prior level of grants
and awards to the executive officers and to other members of senior management,
including the number of shares which continue to be subject to vesting under
outstanding options, in setting the level of options to be granted to the
executive officers during any given year. Stock options are granted at the
market price on the date of grant and will provide value to the executive
officers only when the price of the Company's Common Stock increases over
certain target market prices.
<PAGE>
Chief Executive Officer Compensation
On March 25, 1999, the Compensation Committee met to approve and
ratify the compensation of the Chief Executive Officer for the 1998 fiscal
year. The Compensation Committee determined that for fiscal year 1998, a
substantial portion of the Chief Executive Officer's compensation should be in
the form of a cash bonus. As a result, the Compensation Committee set the base
salary of the Chief Executive Officer at $200,000 and awarded a cash bonus of
$200,000. The Compensation Committee established the Chief Executive Officer's
bonus considering the Company's significant achievements in 1998. These
achievements included overall sales growth of 22.7% and net income growth of
50.8%. The Chief Executive Officer managed several accomplishments in 1998,
including: continued development of holographic industrial tunnels which
incorporate high-speed scanning of bar codes with tracking, dimensioning,
weighing and sorting technologies and new HoloTrak(TM) industrial scanners such
as the Company's new C Series scanners; substantial development of new point of
sale products for future release; and new product introduction of the Orbit(TM)
product. Longer term accomplishments in 1998 include considerable progress in
establishing a manufacturing facility in China and the achievement of
milestones included in the implementation of a new information technology
system.
In addition, the Company has continued to improve its technological
position with additions to its patent portfolio and several other technological
developments, including holographic optical elements for use in future point of
sale products, and the design of a high speed holographic scanner tunnel
system.
Signed and respectfully submitted,
Compensation Committee: Incentive Committee:
Stanton L. Meltzer C. Harry Knowles
William Rulon-Miller Janet H. Knowles
<PAGE>
STOCK PERFORMANCE GRAPH
The following graph compares the cumulative total shareholder return
from September 29, 1994 (the date of the Company's initial public offering)
through December 31, 1998, for the Company's Common Stock, a peer group
consisting of certain manufacturers of bar code equipment or
auto-identification equipment and the S&P 500 Index, each of which assumes a
$100 investment on September 29, 1994 and re-investment of dividends. The
companies comprising the peer group are Caere Corporation; Percon, Inc.; PSC
Inc.; Robotic Vision Systems Inc.; ScanSource, Inc.; Symbol Technologies, Inc.;
Telxon Corporation; and Zebra Technologies Corporation.
Company September 29, Fiscal Year Ending December 31,
1994 1994 1995 1996 1997 1998
------------ -------------------------------------------
Metrologic
Instruments, Inc. 100.00 141.86 93.02 151.16 117.44 109.30
Peer Group 100.00 108.44 150.95 130.87 170.83 297.88
S&P Composite 100.00 99.98 137.56 169.15 225.58 290.04
<PAGE>
CERTAIN TRANSACTIONS
Since 1990, the Company's executive offices and manufacturing
facilities have been located in Blackwood, New Jersey in a building leased by
the Company from C. Harry Knowles, Chairman of the Board, President and Chief
Executive Officer of the Company, and Janet H. Knowles, Vice President,
Administration, Secretary, Treasurer and a director of the Company. During
1998, the Company paid Mr. and Mrs. Knowles an aggregate of approximately
$762,000 under the lease agreement for rent payments.
The accounting firm in which Stanton L. Meltzer, a director and
shareholder of the Company, is a principal, received approximately $56,000
during 1998 for tax consulting services performed for the Company.
In connection with a distribution in the amount of $1,561,000 paid to
the Company's shareholders who were shareholders prior to the Company's initial
public offering, on account of previously undistributed S Corporation earnings
accumulated through December 31, 1993, which were taxed at the shareholder
level, $780,500 is being paid pursuant to seven-year notes of the Company,
bearing interest at an annual rate equal to PNC Bank, National Association's
prime rate plus 0.5%. Of the remaining aggregate principal amount of the notes
of $334,500, approximately $313,800 is payable to Mr. Knowles. Payments made to
Mr. Knowles in 1998 amounted to approximately $143,000 including approximately
$38,000 in interest.
All transactions between the Company and its officers, directors,
principal shareholders or affiliates have been and will be on terms no less
favorable to the Company than could be obtained from unaffiliated parties. All
such future transactions will be approved by the Company's outside directors.
RATIFICATION OF APPOINTMENT OF AUDITORS
Ernst & Young LLP have been selected by the Company to continue as its
independent auditors for the fiscal year ending December 31, 1999. Services
provided to the Company and its subsidiaries by Ernst & Young LLP for the
fiscal year ended December 31, 1998 included the audit of the Company's
consolidated financial statements, timely interim reviews and third party
review services related to filings with the Securities and Exchange Commission.
Representatives of Ernst & Young LLP are expected to be present at the Annual
Meeting, and will have the opportunity to make a statement if they desire to do
so and are expected to be available to respond to appropriate questions.
Ratification of the appointment of Ernst & Young LLP as the Company's
independent auditors for the fiscal year ending December 31, 1999 will require
the affirmative vote of a majority of the shares of Common Stock represented in
person or by proxy and entitled to vote at the Annual Meeting.
The Board of Directors recommends a vote "FOR" ratification of the
appointment of Ernst & Young LLP as the Company's independent auditors for the
1999 fiscal year.
OTHER MATTERS
Management does not know of any matters other than those referred to
in this Proxy Statement that may come before the Annual Meeting. However, if
any other matters do properly come before the Annual Meeting, the persons named
in the accompanying proxy will have discretionary authority to vote all proxies
with respect to such matters in accordance with their best judgment.
SECTION 16 COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended,
generally requires the Company's directors, executive officers and persons who
own more than 10% of a registered class of the Company's equity securities
("10% owners") to file with the Commission initial reports of beneficial
ownership and reports of changes in beneficial ownership of Common Stock and
other equity securities of the Company. Directors, executive officers and 10%
owners are required by regulations of the Commission to furnish the Company
with copies of all Section 16(a) forms they file. The following persons each
filed, however not on a timely basis, one report for one transaction required
by Section 16(a) of the Securities exchange act of 1934, as amended, during the
most recent fiscal year: LeRoy Dickson, Dale M. Fischer, Thomas E. Mills IV,
Benny A. Noens, John Patton, William G. Smeader and Kevin P. Woznicki.
<PAGE>
SHAREHOLDER PROPOSALS
The Company's Amended and Restated Certificate of Incorporation sets
forth procedures for shareholders to nominate directors for election. In order
for shareholders to nominate directors for election, shareholders must give
timely notice and make certain specified disclosures about (i) themselves, (ii)
their ownership of shares in the Company and (iii) the proposed nominees and
their ownership of shares in the Company. In order for the notice to be timely,
it must be submitted to the Company not less than 60 days nor more than 90 days
prior to the scheduled annual meeting; provided, however, if less than 70 days'
notice or prior public disclosure of the date of the scheduled annual meeting
is given or made, to be timely, notice by the shareholder must be so delivered
or received not later than the close of business on the tenth day following the
earlier of the day on which such notice of the date of the scheduled annual
meeting was mailed or the day on which such public disclosure was made.
In addition, in order to bring business before a shareholders' annual
meeting, shareholders must give timely notice and make certain specified
disclosures about (i) themselves, (ii) their ownership of shares in the
Company, (iii) the reason for the proposal and (iv) their financial interest in
the Company. If a shareholder wishes to present a proposal at the 1999 Annual
Meeting of Shareholders, the proposal must comply with the Company's Amended
and Restated Certificate of Incorporation and must be received by the Company
not less than 60 days nor more than 90 days prior to the scheduled annual
meeting; provided, however, if less than 70 days' notice or prior public
disclosure of the date of the scheduled annual meeting is given or made, to be
timely, notice by the shareholder must be so delivered or received not later
than the close of business on the tenth day following the earlier of the day on
which such notice of the date of the scheduled annual meeting was mailed or the
day on which such public disclosure was made. In addition, any shareholder
proposal intended for inclusion in the proxy material for the 2000 Annual
Meeting of Shareholders must also be received in writing by the Company on or
before January 27, 2000. The inclusion of any proposal in the proxy material
will be subject to the applicable rules of the Commission.
FORM 10-K
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON SOLICITED BY
THIS PROXY STATEMENT, UPON THE WRITTEN REQUEST OF SUCH PERSON, A COPY OF THE
COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1998,
INCLUDING FINANCIAL STATEMENTS AND THE SCHEDULE THERETO, BUT EXCLUDING
EXHIBITS. SUCH WRITTEN REQUEST SHOULD BE DIRECTED TO THE COMPANY'S INVESTOR
RELATIONS DEPARTMENT AT 90 COLES ROAD, BLACKWOOD, NEW JERSEY 08012.
By Order of the Board of Directors,
Janet H. Knowles
Secretary
<PAGE>
METROLOGIC INSTRUMENTS, INC.
PROXY
The undersigned hereby appoints Stanton L. Meltzer and William Rulon-Miller the
proxies of the undersigned (each with power to act alone and with power of
substitution and with discretionary authority to vote as designated on the
reverse side) to represent and vote at the Annual Meeting of Shareholders of
Metrologic Instruments, Inc. to be held at the Company's corporate headquarters
located at 90 Coles Road, Blackwood, New Jersey 08012 on June 24, 1999 at 3:30
P.M., or at any adjournments or postponements thereof, the shares of stock of
the Company which the undersigned would be entitled to vote if then personally
present, as indicated herein, and in their discretion upon such other business
as may come before the Annual Meeting, all as set forth in the notice of the
meeting and in the proxy statement furnished herewith.
This proxy is solicited by the Board of Directors. The Board recommends a vote
FOR the directors nominated and FOR the ratification of Ernst & Young LLP as
the Company's independent auditors for fiscal 1999.
THE SHARES REPRESENTED HEREBY WILL BE VOTED IN ACCORDANCE WITH THE
SPECIFICATIONS MADE ON THE REVERSE SIDE OR, IF NO SPECIFICATIONS ARE MADE, THEY
WILL BE VOTED FOR THE ELECTION OF THE DIRECTORS NOMINATED AND FOR THE
RATIFICATION OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR
FISCAL 1999.
(PLEASE FILL IN, SIGN AND DATE ON REVERSE SIDE)
X Please mark your votes as in this example.
1. Election of Janet H. Knowles FOR WITHHELD
as director with term expiring in 2002. _____ _____
Election of Thomas E. Mills IV FOR WITHHELD
as director with term expiring in 2002. _____ _____
2. Ratification of Ernst & Young LLP FOR AGAINST ABSTAIN
as independent auditors. _____ _____ _____
SIGNATURE(S)_____________________________________ DATE__________________, 1999
SIGNATURE(S)_____________________________________ DATE__________________, 1999
NOTE: Please sign exactly as name appears herein. Joint owners should
each sign. When signing as a corporate officer, attorney,
executor, administrator, trustee or guardian, please give full
title as such.
