UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 4 TO
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
METROLOGIC INSTRUMENTS, INC.
(Name of Subject Company (Issuer) and Name of Filing Person (Offeror))
Options to Purchase Common Stock, Par Value $0.01 Per Share (Title of Class of Securities)
Not Applicable
(CUSIP Number of Class of Securities)
C. Harry Knowles
Interim Chief Executive Officer
90 Coles Road
Blackwood, NJ 08012
(856) 228-8100
(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)
Copies to:
Justin P. Klein, Esq. Ballard Spahr Andrews & Ingersoll, LLP 1735 Market Street Philadelphia, PA 19103 Tel: (215) 665-8500 | Larry W. Sonsini, Esq. John A. Fore, Esq. Robert T. Ishii, Esq. Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, CA 94304 Tel: (650) 493-9300 |
CALCULATION OF FILING FEE
| Transaction Valuation | Amount of Filing Fee | |||
$5,325,366* | $ | 570 | * | |
| * | Calculated solely for the purpose of estimating the filing fee. This amount is based upon the aggregate purchase price payable for options to purchase shares of Common Stock being solicited in this offer. |
| x | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid: $39,497
Form or Registration No.: Schedule 14A
Filing Party: Metrologic Instruments, Inc.
Date Filed: October 5, 2006
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
¨ third-party tender offer subject to Rule 14d-1.
x issuer tender offer subject to Rule 13e-4.
¨ going-private transaction subject to Rule 13e-3.
¨ amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: x
This Amendment No. 4 amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”) filed by Metrologic Instruments, Inc., a New Jersey corporation (“Metrologic” or the “Company”), with the Securities and Exchange Commission (the “SEC”) on November 21, 2006, as amended and supplemented by Amendment No. 1 to the Schedule TO filed by the Company on November 29, 2006, Amendment No. 2 to the Schedule TO filed by the Company on December 18, 2006 and Amendment No. 3 to the Schedule TO filed by the Company on December 19, 2006, relating to the offer by the Company to purchase outstanding options to purchase shares of its Common Stock, par value $0.01 per share, on the terms and subject to the conditions described in the Offer to Purchase from Eligible Employees All Outstanding Eligible Options to Purchase Common Stock for Cash dated November 21, 2006 (the “Offer to Purchase”). This Amendment No. 4 is made to report that the Offer to Purchase expired at 5:00 p.m., Eastern time, on December 21, 2006. This Amendment No. 4 is also filed in satisfaction of the reporting requirements of Rule 13e-4(c)(4) promulgated under the Securities Exchange Act of 1934, as amended.
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| Item 4. | Terms of the Transaction. |
The Offer to Purchase expired at 5:00 p.m., Eastern time, on December 21, 2006. We have accepted for cancellation options to purchase 318,133 shares of the Company’s common stock and will pay an aggregate purchase price of $5,141,801.
| Item 12. | Exhibits. |
Item 12 of the Schedule TO is hereby amended and supplemented to add the following exhibits:
| Exhibit Number | Description | |
| (a)(1)(H) | Press Release dated December 20, 2006 (incorporated by reference to Exhibit (a)(5) of the Rule 13E-3 Transaction Statement on Schedule 13E-3, filed by Metrologic with the Securities and Exchange Commission on December 21, 2006) | |
| (a)(1)(I) | Press Release dated December 21, 2006 (incorporated by reference to Exhibit (a)(6) of the Rule 13E-3 Transaction Statement on Schedule 13E-3, filed by Metrologic with the Securities and Exchange Commission on December 21, 2006) | |
| (b)(1) | First Lien Credit Agreement, dated as of December 21, 2006, among Meteor Holding Corporation, Metrologic Instruments, Inc., the Initial Lenders named therein, the Initial Issuing Bank named therein and the Swing Line Bank named therein, Morgan Stanley & Co. Incorporated, as collateral agent, Morgan Stanley Senior Funding, Inc., as administrative agent, and CIT Lending Services Corporation, as Documentation Agent (incorporated by reference to Exhibit (b)(2) of the Rule 13E-3 Transaction Statement on Schedule 13E-3, filed by Metrologic with the Securities and Exchange Commission on December 21, 2006) | |
| (b)(2) | Second Lien Credit Agreement, dated as of December 21, 2006, among Meteor Holding Corporation, Metrologic Instruments, Inc., the Initial Lenders named therein, Morgan Stanley & Co. Incorporated, as collateral agent, Morgan Stanley Senior Funding, Inc., as administrative agent, and CIT Lending Services Corporation, as Documentation Agent (incorporated by reference to Exhibit (b)(3) of the Rule 13E-3 Transaction Statement on Schedule 13E-3, filed by Metrologic with the Securities and Exchange Commission on December 21, 2006) | |
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| METROLOGIC INSTRUMENTS, INC. |
/S/ C. HARRY KNOWLES |
| C. Harry Knowles |
| Chairman and Interim Chief Executive Officer |
Date: December 22, 2006
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INDEX TO EXHIBITS
| Exhibit Number | Description | |
| (a)(1)(A) | Offer to Purchase from Eligible Employees All Outstanding Eligible Options to Purchase Common Stock for Cash, dated November 21, 2006* | |
| (a)(1)(B) | Election Form* | |
| (a)(1)(C) | Withdrawal Form* | |
| (a)(1)(D) | Letter to Eligible Employees, dated November 21, 2006* | |
| (a)(1)(E) | Form of Confirmation E-Mails* | |
| (a)(1)(F) | Form of Reminder E-Mails* | |
| (a)(1)(G) | Press Release Announcing Extension of Tender Offer Period* | |
| (a)(1)(H) | Press Release dated December 20, 2006 (incorporated by reference to Exhibit (a)(5) of the Rule 13E-3 Transaction Statement on Schedule 13E-3, filed by Metrologic with the Securities and Exchange Commission on December 21, 2006) | |
| (a)(1)(I) | Press Release dated December 21, 2006 (incorporated by reference to Exhibit (a)(6) of the Rule 13E-3 Transaction Statement on Schedule 13E-3, filed by Metrologic with the Securities and Exchange Commission on December 21, 2006) | |
| (a)(2) | Not applicable | |
| (a)(3) | Not applicable | |
| (a)(4) | Not applicable | |
| (a)(5) | Not applicable | |
| (b) | Debt Commitment Letter by and between Meteor Holding Corporation and Morgan Stanley Senior Funding, Inc. dated September 12, 2006 (incorporated herein by reference to Exhibit 99.4 to the Schedule 13D filed on September 22, 2006 by Meteor Holding Corporation, FP-Metrologic, LLC, Francisco Partners II, L.P., Francisco Partners Parallel Fund II, L.P., Francisco Partners GP II, L.P. and Francisco Partners GP II Management, LLC)* | |
| (b)(1) | First Lien Credit Agreement, dated as of December 21, 2006, among Meteor Holding Corporation, Metrologic Instruments, Inc., the Initial Lenders named therein, the Initial Issuing Bank named therein and the Swing Line Bank named therein, Morgan Stanley & Co. Incorporated, as collateral agent, Morgan Stanley Senior Funding, Inc., as administrative agent, and CIT Lending Services Corporation, as Documentation Agent (incorporated by reference to Exhibit (b)(2) of the Rule 13E-3 Transaction Statement on Schedule 13E-3, filed by Metrologic with the Securities and Exchange Commission on December 21, 2006) | |
| (b)(2) | Second Lien Credit Agreement, dated as of December 21, 2006, among Meteor Holding Corporation, Metrologic Instruments, Inc., the Initial Lenders named therein, Morgan Stanley & Co. Incorporated, as collateral agent, Morgan Stanley Senior Funding, Inc., as administrative agent, and CIT Lending Services Corporation, as Documentation Agent (incorporated by reference to Exhibit (b)(3) of the Rule 13E-3 Transaction Statement on Schedule 13E-3, filed by Metrologic with the Securities and Exchange Commission on December 21, 2006) | |
| (d)(1) | Metrologic Instruments, Inc. 1994 Incentive Plan (incorporated herein by reference to Exhibit 99 to the Registrant’s Registration Statement on Form S-8 (Reg. No. 33-89376)) | |
| (d)(2) | First Amendment to Metrologic Instruments, Inc. 1994 Incentive Plan dated July 1, 1997 (incorporated herein by reference to Exhibit 10 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1997) | |
| (d)(3) | Metrologic Instruments, Inc. 2004 Equity Incentive Plan (incorporated herein by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-8 dated December 3, 2004) | |
| (d)(4) | Definitive Proxy Statement on Schedule 14A (incorporated herein by reference, filed with the Securities and Exchange Commission on November 28, 2006) | |
| (d)(5) | Agreement and Plan of Merger, dated as of September 12, 2006, between Metrologic Instruments, Inc., Meteor Holding Corporation and Meteor Merger Corporation (incorporated herein by reference to Annex A to the Proxy Statement) | |
| (d)(6) | Contribution and Voting Agreement, dated as of September 12, 2006, among Meteor Holding Corporation, C. Harry Knowles, Janet H. Knowles and certain related family trusts and charitable entities (incorporated herein by reference to Annex C-1 to the Proxy Statement) | |
| (d)(7) | Contribution and Voting Agreement, dated as of September 12, 2006, among Meteor Holding Corporation, Elliott Associates, L.P. and Elliott International, L.P. (incorporated herein by reference to Annex C-2 to the Proxy Statement) | |
| (g) | Not applicable | |
| (h) | Not applicable | |
* Previously filed
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