UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A
Amendment #1
Annual Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2001 Commission file number 0-24712
METROLOGIC INSTRUMENTS, INC.
A New Jersey Corporation
I.R.S. Employer Identification No. 22-1866172
90 Coles Road
Blackwood, New Jersey 08012
856-228-8100
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock,
Par Value $.01 Per Share
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [ X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ X ]
The aggregate market value of the voting stock held by non-affiliates
of the Registrant as of April 12, 2002 was $18,862,362 calculated by excluding
all shares held by executive officers, directors and 5% stockholders of the
Registrant without conceding that all such persons are "affiliates" of the
Registrant for purposes of the federal securities laws.
As of April 26, 2002 there were 5,465,605 shares of Common Stock outstanding.
Index
Page
PART III
Item 10. Directors and Executive Officers of the Registrant 3
Item 11. Executive Compensation 4
Item 12. Security Ownership of Certain Beneficial Owners and Management 8
Item 13. Certain Relationships and Related Transactions 9
INTRODUCTION
This amendment on Form 10-K/A (the "Amendment") amends the Registrant's Annual
Report on Form10-K filed by the Registrant on April 16, 2002, and is being
filed solely to include in Registrant's Annual Report on Form 10-K the
information required by Part III of Form 10-K. This Amendment does not amend or
alter the information set forth in Parts I, II, or IV of Registrant's Annual
Report on Form 10-K filed on April 16, 2002 and, accordingly, this information
is not included in the Amendment.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
C. Harry Knowles Mr. Knowles, 73, is the founder of the Company and has
been Chairman of the Board of Directors since the
Company's inception. Mr. Knowles has served as Chief
Executive Officer since 1985. Mr. Knowles served as
President of the Company from its inception through 1982
and from 1985 until February 2000. 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. Mr.
Knowles' current term as a director expires in 2003.
Thomas E. Mills IV Mr. Mills, 42, became a director of the Company in March
1999, became President of the Company in February 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.
Richard C. Close Mr. Close, 59, became a director of the Company in
September 1999. He is a private investor and also
provides consulting and transition management for
companies in the midst of merger and acquisition
activities. From January 1997 until August 2000, Mr. Close
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 2004.
Janet H. Knowles Mrs. Knowles, 60, 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. Mrs. Knowles' current term as a director
expires in 2002.
John H. Mathias Mr. Mathias, 55, became a director of the Company in
September 1999. Since 1981 Mr. Mathias has been Chairman
and Chief Executive Officer of The JPM Company, 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 2004.
<page>
Stanton L. Meltzer Mr. Meltzer, 63, has been a director of the Company since
1987. Mr. Meltzer, a graduate of Wharton School of the
University of Pennsylvania, 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. He has chaired conferences,
lectured and taught courses to accountants throughout the
United States for the American Institute of Certified
Public Accountants and other professional organizations.
Mr. Meltzer's current term as a director expires in 2003.
Hsu Jau Nan Mr. Hsu, 58, became a director of the Company in September
1999. Mr. Hsu is a major owner and managing director of
several companies in Taiwan, Singapore, and China which,
in the aggregate, employ 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, 53, became a director of the Company in
December 1997. Mr. Rulon-Miller joined Janney Montgomery
Scott Inc. in 1979 and currently serves as Senior Vice
President and 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 2004.
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.
ITEM 11. EXECUTIVE COMPENSATION
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 2001, charged fees of
approximately $73,438 for tax consulting services performed for the Company.
William Rulon-Miller, a member of the Compensation Committee,
serves as Senior Vice President and Co-Director of Investment Banking at Janney
Montgomery Scott, which, in January 2001, charged fees of approximately
$199,627 for investment banking services in connection with the acquisition of
Adaptive Optics Associates, Inc.
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 $500 for each committee meeting attended. In
addition, directors are eligible to receive options to purchase the Company's
Common Stock, at the discretion of the Incentive Committee, under the Company's
Incentive Plan.
EXECUTIVE COMPENSATION
Summary of Cash and Certain Other Compensation
The following table summarizes the compensation earned for services
rendered during each of the last three fiscal years with respect to the
Company's Chief Executive Officer and the Company's four other most highly
compensated executive officers.
SUMMARY COMPENSATION TABLE
Annual Compensation
------------------------------------- Long-Term
Compensation Awards
-------------------
All
Other
Other Securities Compen-
Principal Fiscal Annual Underlying sation
Position Year Salary($) Bonus($) Compensation Options(#) ($)(1)
- -------- ---- --------- -------- ------------ ---------- -------
C. Harry Knowles 2001 $350,000 - - - $6,300
Chairman of the 2000 275,000(2)$250,000 - - 1,847
Board and Chief 1999 200,000 200,000 - - 3,743
Executive Officer
Thomas E. Mills IV 2001 250,000 - - - 6,300
President, Chief 2000 215,000(3) 250,000 - 8,000 1,847
Operating Officer 1999 180,000 230,000 - 20,000 3,743
and Chief Financial
Officer
Dale M. Fischer 2001 157,400 122,420 - - 6,300
Vice President, 2000 155,000 148,362 - 8,000 1,847
International Sales 1999 150,000 200,954 - 14,000 3,743
Benny A. Noens 2001 162,500 326,140 $8,478(4) - 6,300
Vice President, 2000 155,000 161,435 7,034(4) - 1,847
European Sales and 1999 150,000 297,545 8,963(4) 8,000 3,743
Managing Director,
Metrologic Instruments
GmbH
Kevin P. Woznicki(5) 2001 162,220 210,130 - - 6,300
Vice President, 2000 155,000 382,794 - 8,000 1,847
Sales, The Americas 1999 150,000 450,788 - 10,000 3,743
(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) Represents base salary of $200,000 through June 2000 and $350,000
thereafter.
(3) Represents base salary of $180,000 through June 2000 and $250,000
thereafter.
(4) Mr. Noens' other annual compensation includes certain foreign housing
costs incurred by the Company on behalf of Mr. Noens.
(5) In March 2002, Mr. Woznicki resigned his position with the Company.
STOCK OPTION GRANTS
There were no options granted pursuant to the Company's Incentive Plan
to any named officers during the fiscal year ended December 31, 2001
FISCAL YEAR - END OPTION INFORMATION
The following table sets forth information with respect to the number
of shares covered by exercisable and unexercisable options held by the
executive officers of the Company named in the Summary Compensation Table on
December 31, 2001 and the value of such unexercised options on December 31,
2001. No stock options were exercised by any of such executive officers during
2001.
VALUE OF OPTIONS HELD AT DECEMBER 31, 2001
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options at 12/31/01 Options at 12/31/01($)(1)
--------------------------- ----------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ------------- ----------- -------------
C. Harry Knowles - - - -
Thomas E. Mills IV 65,000 8,000 0 0
Dale M. Fischer 51,400 5,600 0 0
Benny A. Noens 34,800 3,200 0 0
Kevin P. Woznicki 46,000 4,000 0 0
(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, 2001 of $7.15 per share,
less the exercise price.
EMPLOYMENT CONTRACTS
On January 8, 2001, the Company entered into employment contracts with
each of C. Harry Knowles, Chairman of the Board of Directors and Chief
Executive Officer of the Company and Thomas E. Mills IV, President, Chief
Operating Officer and Chief Financial Officer of the Company. The terms and
conditions of these contracts provide that Messrs. Knowles and Mills are to
receive an annual base salary of $350,000 and $250,000, respectively, for the
year ending December 31, 2001. The initial term of the each of Messrs. Knowles
and Mills contracts expires on December 31, 2002 and provide for one-year
renewal periods thereafter. The employment contracts provide for a severance
payment of an amount equal to 12 months of the executive's base salary in the
event the executive terminates his employment for "Good Reason" (diminution in
the executive's responsibilities by the Company or failure of the Company to
pay the executive his compensation) or if the Company terminates the executive
without cause. Additionally, in the event of a change-in-control of the
Company, and the subsequent termination or diminution in the executive's
responsibilities, each of Messers. Knowles and Mills will be entitled to a
payment of an amount equal to two times the executive's base salary annualized
over the two-year period leading up to termination. Under the terms of the
employment contracts a "change-in-control" occurs if:
o Any person, entity, or group (with certain exceptions) becomes
the beneficial owner of 20% or more of the outstanding shares
of the Company's common stock;
o There is a change in a majority of the Board of Directors
other than by election or nomination by a vote of the
majority of directors comprising the Incumbent Board;
o Upon consummation of, or approval by the Company's
shareholders of, a reorganization, merger, consolidation or
sale that results in the Company's shareholders owning less
than 50% of the combined voting power of the surviving
corporation following the transaction; or
o Upon consummation of, or approval by the Company's
shareholders of a liquidation or dissolution of the Company
or the sale of all or substantially all of the assets of the
Company.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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, 2002 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 above; 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 3,323,000 60.8%
Janet H. Knowles 3,323,000(2) 60.8%
Richard C. Close 9,000(3) *
John H. Mathias 6,500(4) *
Stanton L. Meltzer 24,833(5) *
Thomas E. Mills IV 69,755(6)(7) 1.2%
Hsu Jau Nan 8,000(8) *
William Rulon-Miller 14,200(9) *
Dale M. Fischer 62,230(10)(11) 1.1%
Benny A. Noens 37,336(12) *
Kevin Woznicki 47,000(13) *
All executive officers
and directors as a
group (15 persons) 3,674,983 63.7%
- -----------------
*Less than 1%.
(1) Based on 5,465,605 shares outstanding as of April 25, 2002. 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
3,323,000 shares owned by Mr. Knowles.
(3) Includes currently exercisable options to purchase 9,000 shares of
Common Stock.
(4) Includes currently exercisable options to purchase 6,000 shares of
Common Stock.
(5) Includes currently exercisable options to purchase 1,500 shares of
Common Stock.
(6) Includes an aggregate of 300 shares held by Mr. Mills' children.
(7) Includes currently exercisable options to purchase 65,000 shares of
Common Stock.
(8) Includes currently exercisable options to purchase 8,000 shares of
Common Stock.
(9) Includes currently exercisable options to purchase 11,500 shares of
Common Stock.
(10) Includes currently exercisable options to purchase 51,400 shares of
Common Stock.
(11) Includes 1,000 shares held in a trust of which Mr. Fischer is a
trustee and a beneficiary.
(12) Includes currently exercisable options to purchase 34,800 shares of
Common Stock.
(13) Includes currently exercisable options to purchase 46,000 shares of
Common Stock.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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 2001, the Company
paid Mr. and Mrs. Knowles an aggregate of approximately $869,201 under the
lease agreement for rent payments.
Janet H. Knowles, a director and officer of the Company, borrowed
$75,000 from the Company under a promissory note to be repaid on or about
August 31, 2002.
The accounting firm in which Stanton L. Meltzer, a director
and shareholder of the Company, is a principal, charged fees of approximately
$73,438 during 2001 for tax consulting services performed for the Company.
The investment banking company of Janney Montgomery Scott in which
William Rulon-Miller serves as Senior Vice President and Co-Director of
Investment Banking charged fees of $199,627 in connection with the acquisition
of Adaptive Optics Associates, Inc.
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%. Payments made
to Mr. Knowles in 2001 amounted to approximately $113,383 including
approximately $8,796 in interest. The amounts paid in 2001 represent the final
payment of the seven-year note.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
by the undersigned thereunto duly authorized.
METROLOGIC INSTRUMENTS, INC.
By:/s/ C. Harry Knowles
C. Harry Knowles
Chief Executive Officer
(Principal Executive Officer)
Dated: April 30, 2002
Pursuant to the requirements of the Securities Exchange Act of 1934,
the report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
/s/ C. Harry Knowles Chairman of the Board, President April 30, 2002
C. Harry Knowles and Chief Executive Officer
(Principal Executive Officer)
/s/ Thomas E. Mills IV Director, President, April 30, 2002
Thomas E. Mills IV Chief Operating Officer, Chief Financial
Officer and Vice President Finance
(Principal Financial Officer and
Principal Accounting Officer)
/s/ Richard Close Director April 30, 2002
Richard Close
/s/ Janet H. Knowles Director, Vice President, April 30, 2002
Janet H. Knowles Administration, Secretary
and Treasurer
/s/ John H. Mathias Director April 30, 2002
John H. Mathias
/s/ Stanton L. Meltzer Director April 30, 2002
Stanton L. Meltzer
/s/ William Rulon-Miller Director April 30, 2002
William Rulon-Miller