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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Check the appropriate box:
- ----- Preliminary Proxy Statement
- ----- Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2)0
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- ----- 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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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
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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:_________________________________________
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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 22, 2000
The 2000 Annual Meeting of Shareholders (the "Annual Meeting") of
Metrologic Instruments, Inc., a New Jersey corporation (the "Company"), will be
held on Thursday, June 22, 2000, 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 2003;
2. To ratify the appointment of Ernst & Young LLP as the
Company's independent auditors for the fiscal year ending December 31, 2000; 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 25,
2000 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
June 7, 2000
<PAGE>
PROXY STATEMENT
METROLOGIC INSTRUMENTS, INC. June 7, 2000
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 2000 Annual Meeting of Shareholders (the "Annual Meeting") to
be held on June 22, 2000, and any adjournments or postponements thereof. Copies
of this Proxy Statement and the accompanying proxy are first being sent to
shareholders on or about June 7, 2000.
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 25, 2000 (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 5,434,948 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 2000 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 2000 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 2003 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 2003
C. Harry Knowles Mr. Knowles, 71, 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 from 1985 until 1999.
He has served as 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 also served as a Managing Director of
Metrologic Instruments GmbH. 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.
Stanton L. Meltzer Mr. Meltzer, 61, 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.
The foregoing director nominees will be elected by a plurality of
votes cast. The Board of Directors recommends a vote "FOR" the election of Mr.
Knowles and Mr. Meltzer.
Board of Directors
The following persons represent the remaining members of the Board of
Directors with terms expiring after 2000:
Richard C. Close Mr. Close, 57, became a director of the Company on
September 30, 1999 when he was appointed by the Board of
Directors to fill a vacancy created by the increase in the
size of the Board from five to eight members. Since 1997
Mr. Close has served as President and General Manager of
Polaroid Graphics Imaging LLC. Polaroid Graphics Imaging
LLC was formerly a division of Polaroid Corporation, and
is now a privately held independent company. Mr. Close
served as President and Chief Executive Officer of
Computer Identics Corporation from 1993 until 1997. Mr.
Close has a Bachelor of Science in Electrical Engineering
from Vanderbilt University. Mr. Close's current term as a
director expires in 2001.
Janet H. Knowles Mrs. Knowles, 58, 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
Chief Executive Officer and Chairman of the Board of
Directors of the Company. Ms. Knowles' current term as a
director expires in 2002.
<PAGE>
John H. Mathias Mr. Mathias, 53, became a director of the Company on
September 30, 1999 when he was appointed by the Board of
Directors to fill a vacancy created by the increase in the
size of the Board from five to eight members. Since 1981
Mr. Mathias has been Chairman and Chief Executive Officer
of The JPM Co., a publicly traded company that
manufactures wire and cable assemblies at various
locations throughout the world. Mr. Mathias has a
Bachelor of Science in Business Administration and a
Masters in Mathematics, both from Bucknell University.
Mr. Mathias' current term as a director expires in 2001.
Thomas E. Mills IV Mr. Mills, 40, became a director of the Company on March
25, 1999, became President of the Company on February 9,
2000, and has served as the Company's Chief Operating
Officer since April 1998, and as Chief Financial Officer
since May 1994. From April 1998 to February 2000, Mr.
Mills served as the Company's Executive Vice President and
from June 1995 to April 1998 as the Company's Vice
President, Finance. 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. Mr. Mills' current term as a director expires
in 2002.
Hsu Jau Nan Mr. Hsu, 55, became a director of the Company on September
30, 1999 when he was appointed by the Board of
Directors to fill a vacancy created by the increase in the
size of the Board from five to eight members. Mr. Hsu is
a major owner and managing director of several large
companies in Taiwan, Singapore, and China, which employee
over 5,000 people. From 1973 to 1983, Mr. Hsu was an
Engineering Manager for General Electric's television
operations. Mr. Hsu has an Electrical Engineering degree
from National Taipei University of Technology. Mr. Hsu's
current term as a director expires in 2002.
William Rulon-Miller Mr. Rulon-Miller, 51, 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. He is currently on the Board of Directors of 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 Board of Directors held three meetings in
1999. The Audit Committee met three times during 1999. The Compensation
Committee met three times during 1999. The Incentive Committee met five times
during 1999.
The Audit Committee is comprised of Mr. Mathias, 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. Close, 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,
Mr. Mills, and Mr. Hsu. The Incentive Committee administers the Company's
Incentive Plan and the Employee Stock Purchase Plan.
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 1999, incurred expenses of
approximately $42,000 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 25, 2000 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 60.77%
Janet H. Knowles 3,303,000(2) 60.77%
Richard Close 2,000(3) *
John Mathias 2,500(3) *
Stanton L. Meltzer 205,832(4) 3.79%
Thomas E. Mills IV 48,755(5)(6) *
Hsu Jau Nan 4,000(7) *
William Rulon-Miller 9,200(8) *
Dale M. Fischer 45,982(9)(10) *
Benny A. Noens 30,136(11) *
Kevin P. Woznicki 30,000(12) *
Bradley, Foster & Sargent, Inc. 293,562(13) 5.40%
Wellington Management Co. 328,400(14) 6.04%
All executive officers and
directors as a group (15 persons) 3,767,880(15) 66.39%
- -----------------
*Less than 1%.
(1) Based on 5,434,948 shares outstanding as of April 25, 2000. 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 currently exercisable options to purchase 2,000 shares of
Common Stock.
(4) 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.
(5) Includes an aggregate of 300 shares held by Mr. Mills' children.
(6) Includes currently exercisable options to purchase 45,000 shares of
Common Stock.
(7) Includes currently exercisable options to purchase 4,000 shares of
Common Stock.
(8) Includes currently exercisable options to purchase 6,500 shares of
Common Stock.
(9) Includes currently exercisable options to purchase 37,800 shares of
Common Stock.
(10) Includes 1,000 shares held in a trust of which Mr. Fischer is a
trustee and a beneficiary.
(11) Includes currently exercisable options to purchase 27,600 shares of
Common Stock.
(12) Represents currently exercisable options to purchase 30,000 shares of
Common Stock.
(13) According to the Schedule 13G filed with the Commission by Bradley,
Foster & Sargent, Inc. for the year ended December 31, 1999, the
business address of Bradley, Foster & Sargent, Inc. is 185 Asylum
Street, Hartford, CT 06103. Additionally, Bradley, Foster & Sargent,
Inc. reported shared voting power with respect to 293,562 shares of
Common Stock.
(14) According to the Schedule 13G filed with the Commission by Wellington
Management Co. for the year ended December 31, 1999, 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 273,400 shares of Common Stock, and shared
dispositive power with respect to 328,400 shares of Common Stock.
(15) Includes currently exercisable options to purchase an aggregate of
240,420 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 1999 $200,000 $200,000 - - $ 3,743
Chairman of the 1998 200,000 200,000 - - 4,369
Board and Chief 1997 200,000 200,000 - - 5,247
Executive Officer
Thomas E. Mills IV (2) 1999 180,000 230,000 - 20,000 3,743
President, Chief 1998 180,000 175,000 - 35,000 4,369
Operating Officer 1997 140,000 150,000 - - 5,247
and Chief Financial
Officer
Dale M. Fischer 1999 150,000 200,954 - 14,000 3,743
Vice President, 1998 140,000 158,449 - 25,000 4,369
International Sales 1997 140,000 100,000 - - 5,247
Benny A. Noens 1999 150,000 297,545 $ 8,963(3) 8,000 3,743
Vice President, 1998 150,000 113,513 7,643(3) 20,000 4,369
European Sales 1997 150,000 173,445 7,442(3) - 5,247
and Managing
Director, Metrologic
Instruments, GmbH
Kevin P. Woznicki 1999 150,000 450,788 - 10,000 3,743
Vice President, 1998 140,000 272,818 - 20,000 4,369
North American 1997 140,000 115,938 - - 5,247
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 February 9, 2000, Mr. Mills became the Company's President and
continues to serve as Chief Operating Officer and Chief Financial
Officer.
(3) Mr. Noens' other annual compensation includes certain foreign housing
costs incurred by the Company on behalf of Mr. Noens.
<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, 1999 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 1999 ($/share) Date 5% 10%
- -------------------------------------------------------------------------------
C. Harry Knowles 0 - - - - -
Thomas E. Mills IV 20,000 7.0% $10.31 (1) $135,868 $338,486
Dale M. Fischer 14,000 4.9% 10.31 (1) 95,108 236,940
Benny A. Noens 8,000 2.8% 10.31 (1) 547,347 135,394
Kevin P. Woznicki 10,000 3.5% 10.31 (1) 67,934 169,243
(1) Options are exercisable as follows subject to certain conditions: 20%
on each October 21, 1999, 2000, 2001, 2002 and 2003. Options expire
ten years from the date of grant.
Fiscal Year - End Option Information
The following table sets forth information with respect to the number
of shares covered by exercisable and unexercisable options held on December 31,
1999 by the executive officers of the Company named in the Summary Compensation
Table and the value of such unexercised options on December 31, 1999. No stock
options were exercised by any of such executive officers during 1999.
VALUE OF OPTIONS HELD AT DECEMBER 31, 1999
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options at 12/31/99 Options at 12/31/99($)(1)
---------------------------- ---------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ------------- ----------- -------------
C. Harry Knowles 0 0 -- --
Thomas E. Mills IV 38,000 39,000 $69,380 $69,770
Dale M. Fischer 32,800 28,200 62,792 50,318
Benny A. Noens 23,600 20,400 43,344 32,936
Kevin P. Woznicki 26,000 24,000 45,820 42,280
(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, 1999 of $13.50 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 1999, 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 1999 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 and Chief Operating 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 are subject to certain conditions.
Chief Executive Officer Compensation
On April 20, 2000, the Compensation Committee met to approve and ratify
the compensation of the Chief Executive Officer for the 1999 fiscal year. The
Compensation Committee determined that for fiscal year 1999, 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 ratified 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 1999. These
achievements included overall sales growth of 22% and net income growth of 9%.
The Chief Executive Officer achieved several accomplishments in 1999, including
(i) continued development of holographic industrial tunnels, which incorporate
high-speed scanning of bar codes with tracking, dimensioning, weighing and
sorting technologies, (ii) the introduction to the market of the new
HoloTrak(TM) industrial scanners such as the Company's new C Series scanners,
(iii) substantial development of new point of sale products some of which were
released for sale early in 2000, and (iv) the implementation of a new Year 2000
compliant 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.
<PAGE>
This report of the compensation committee shall not be deemed incor-
porated by reference by any general statement incorporating by reference this
proxy statement into any filing under the Securities Act or under the Exchange
Act except to the extent that Metrologic specifically incorporate this
information by reference, and shall not otherwise be deemed filed under the
Securities Act and the Exchange Act and shall not be deemed soliciting material.
Respectfully submitted,
Compensation Committee: Incentive Committee:
Richard Close C. Harry Knowles
Stanton L. Meltzer Janet H. Knowles
William Rulon-Miller Thomas E. Mills IV
Hsu Jau Nan
<PAGE>
STOCK PERFORMANCE GRAPH
The graph set forth below compares the cumulative total return on the
Company's common stock for the last five years with the cumulative total return
on the S&P Composite 500 Stock Index and the Media General Industry Group 815 -
Computer Peripherals ("MG Index") over the same period.
Beginning with this Proxy Statement for the 2000 Annual Meeting of
Shareholders, Metrologic will be replacing a peer group consisting of certain
manufacturers of bar code equipment or auto-identification equipment with the
Media General Industry Group 815-Computer Peripherals. Management has
determined that the MG Index will provide a more accurate comparison with
Metrologic's cumulative total shareholder return.
Company Fiscal Year Ending December 31,
1994 1995 1996 1997 1998 1999
---------------------------------------------------
Metrologic
Instruments, Inc. 100.00 65.57 106.56 82.79 77.05 88.52
MG Index 100.00 92.90 92.56 109.66 136.92 273.44
S&P Composite 100.00 137.58 169.17 225.61 290.09 351.13
Peer Group 100.00 152.10 127.86 171.30 301.88 463.41
<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 and Chief Executive
Officer of the Company, and Janet H. Knowles, Vice President, Administration,
Secretary, Treasurer and a director of the Company. During 1999, the Company
paid Mr. and Mrs. Knowles an aggregate of approximately $796,000 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, incurred expenses of approximately
$42,000 during 1999 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 of record in September 1994, 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%. The aggregate principal
amount of the notes outstanding is $223,000. Of this $223,000, approximately
$209,000 is payable to Mr. Knowles. Payments made to Mr. Knowles in 1999
amounted to approximately $131,000 including approximately $26,000 in interest.
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, 2000. Services
provided to the Company and its subsidiaries by Ernst & Young LLP for the
fiscal year ended December 31, 1999 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, 2000 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
2000 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(a) BENEFICIAL OWNERSHIP REPORTING 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. All officers, directors and
10% owners filed reports for transactions required by Section 16(a) of the
Securities Exchange Act of 1934. Messrs. Sawitsky and Schmdit each had one and
Mr. Fischer had three, untimely filings due to processing delays with the
Company's Employee Stock Purchase Plan.
<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 2000 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 2001 Annual
Meeting of Shareholders must also be received in writing by the Company on or
before January 27, 2001. The inclusion of any proposal in the proxy material
will be subject to the applicable rules of the Commission. If any shareholder
wishes to present a proposal to the 2001 Annual Meeting of Shareholders that is
not included in the Company's proxy statement for that meeting and fails to
submit that proposal to the Secretary of the Company on or before March 18,
2001, then the Company will be allowed to use its discretionary voting
authority when the proposal is raised at the Annual Meeting, without any
discussion of the matter in its proxy statement.
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, 1999,
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 Thomas E. Mills IV 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 22, 2000 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 2000.
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 2000.
(PLEASE FILL IN, SIGN AND DATE ON REVERSE SIDE)
<PAGE>
X Please mark your votes as in this example.
1. Election of C. Harry Knowles FOR WITHHELD
as director with term expiring in 2003. _____ _____
Election of Stanton L. Meltzer FOR WITHHELD
as director with term expiring in 2003. _____ _____
2. Ratification of Ernst & Young LLP FOR AGAINST ABSTAIN
as independent auditors. _____ _____ _____
SIGNATURE(S)_____________________________________ DATE__________________, 2000
SIGNATURE(S)_____________________________________ DATE__________________, 2000
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.
