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
-------
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.
------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
X
- ----- No fee required
- ----- Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------
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):
-------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------
5) Total fee paid:
-------------------------------------------------------------------
____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:_____________________________________________________
90 COLES ROAD
BLACKWOOD, NEW JERSEY 08012
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, JUNE 25, 1998
The 1998 Annual Meeting of Shareholders (the "Annual Meeting") of
Metrologic Instruments, Inc., a New Jersey corporation (the "Company"), will be
held on Thursday, June 25, 1998, 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 one Class I director to hold office until the Annual
Meeting of Shareholders in 2001;
2. To ratify the appointment of Ernst & Young LLP as the Company's
independent auditors for the fiscal year ending December 31, 1998; 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 28,
1998 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, 1998
PROXY STATEMENT
METROLOGIC INSTRUMENTS, INC. May 27, 1998
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 1998 Annual Meeting of Shareholders (the "Annual Meeting") to
be held on June 25, 1998, 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, 1998.
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 28, 1998 (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 5,390,808 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 nominee 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 1998 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 1998 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, one person
will be elected to the Board of Directors to serve until the 2001 Annual
Meeting of Shareholders or his or her successor is elected and qualified.
The persons named in the enclosed proxy will vote for the election of
the nominee named below unless authority to vote is withheld. In the event that
the nominee is unable to serve, the persons named in the proxy will vote for
such substitute nominee as they, in their discretion, shall determine. The
Board of Directors has no reason to believe that the nominee named herein will
be unable to serve.
Nominee for Term Expiring in 2001
William Rulon-Miller
Mr. Rulon-Miller, 49, 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 has been involved with financings, ranging from $2.0
million to over $1.0 billion, and has raised over $10.0 billion in capital
through public and private offerings of debt, equity and hybrid securities. In
addition, he has significant experience in mergers and acquisitions and other
financial advisory roles on behalf of corporate clients. He has served and
continues to serve on the Boards of Directors of numerous publicly held and
private corporations and is currently on the Board of Directors of Intelligent
Electronics, Inc., 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.
The Board of Directors recommends a vote "FOR" the election of
Mr. Rulon-Miller.
Board of Directors
The following persons represent the remaining members of the Board of
Directors with terms expiring after 1998:
C. Harry Knowles Mr. Knowles, 69, 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.
Janet H. Knowles Mrs. Knowles, 56, 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. Mrs. Knowles' current term as a director
expires in 1999.
Stanton L. Meltzer Mr. Meltzer, 59, 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.
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 met once during 1997.
Although the Compensation Committee and Incentive Committee did not meet during
1997, both committees have met once as of the Record Date.
The Audit Committee is comprised of Mr. Meltzer and, effective December
12, 1997, 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, effective
December 12, 1997, 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 one meeting in 1997.
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 1997, received approximately
$75,000 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.
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 28, 1998 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 61.27%
Janet H. Knowles 3,303,000(2) 61.27%
Stanton L. Meltzer 205,332(3) 3.81%
William Rulon-Miller 2,200(4) *
Dale M. Fischer 31,583(5)(6) *
Thomas E. Mills IV 30,484(7)(8) *
Benny A. Noens 12,264(9) *
William G. Smeader 29,480(5) *
Kevin P. Woznicki 12,000(10) *
Wellington Management Co. 447,600(11) 8.30%
All executive officers and
directors as a group (11 persons) 3,655,687(12) 66.23%
- -----------------
* Less than 1%.
(1) Based on 5,390,808 shares outstanding as of April 28, 1998.
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 2,000 shares of
Common Stock.
(5) Includes currently exercisable options to purchase 25,000 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 27,000 shares of
Common Stock.
(9) Includes currently exercisable options to purchase 10,000 shares of
Common Stock.
(10) Represents currently exercisable options to purchase 12,000 shares of
Common Stock.
(11) According to the Schedule 13G filed with the Commission by Wellington
Management Co. for the year ended December 31, 1997, 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 409,600 shares of Common Stock, and shared
dispositive power with respect to 447,600 shares of Common Stock.
(12) Includes currently exercisable options to purchase an aggregate of
128,800 shares of Common Stock.
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 five 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($)
C. Harry Knowles 1997 $200,000 $200,000 - - $ 5,247
Chairman of the 1996 200,000 200,000 - - 4,213
Board, President, 1995 200,000 200,000 - - 4,683
and Chief Executive
Officer
Thomas E. Mills IV 1997 140,000(2)150,000 - - 5,247
Executive Vice 1996 140,000 100,000 - 10,000 4,213
President and Chief 1995 131,923(2) 25,000 - - 4,683
Operating Officer
and Chief Financial
Officer
Dale M. Fischer 1997 140,000 100,000 - - 5,247
Vice President, 1996 140,000 143,367 - 10,000 4,213
International Sales 1995 140,000 109,167 - - 4,683
Benny A. Noens 1997 150,000 173,445 $ 7,442(4) - 5,247
Vice President, 1996 150,000 110,671 7,049(4) 10,000 4,213
European Sales 1995 149,440(3) 60,442 71,782(4) - 4,683
and Managing
Director, Metrologic
Instruments, GmbH
William G. Smeader 1997 140,000 100,000 - - 5,247
Vice President, 1996 140,000 60,000 - 10,000 4,213
Manufacturing 1995 131,923(5) 25,000 - - 4,683
Kevin P. Woznicki 1997 140,000 115,938 - - 5,247
Vice President, 1996 136,539(6) 60,000 - 20,000 5,553
North American 1995 55,000(6) 16,250 - - -
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 June 1, 1995, Mr. Mills became the Company's Vice President,
Finance and Mr. Mills' annual base salary was increased from $120,000
to $140,000. On April 22, 1998, Mr. Mills became the Company's
Executive Vice President, Chief Operating Officer and will continue to
serve as Chief Financial Officer.
(3) On January 1, 1995, Mr. Noens' annual base salary was increased to
$150,000.
(4) Mr. Noens' other annual compensation includes taxes paid in Germany on
Mr. Noens' behalf under an expatriate tax equalization agreement with
the Company. A portion of such income tax payments is related to
income earned in 1994. Also includes certain foreign housing costs
incurred by the Company on behalf of Mr. Noens.
(5) On June 1, 1995, Mr. Smeader's annual base salary was increased from
$120,000 to $140,000.
(6) Mr. Woznicki became the Company's Director of Marketing on August 1,
1995. 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. From August 1, 1995 to
April 30, 1996, Mr. Woznicki's annual salary was $130,000. On May 1,
1996 Mr. Woznicki's base salary was increased to $140,000.
Stock Grants
There were no options granted pursuant to the Company's Incentive Plan
to any named officers during the fiscal year ended December 31, 1997.
Fiscal Year - End Option Information
The following table sets forth information with respect to the
exercise of stock options during the 1997 fiscal year by each of the executive
officers of the Company named in the Summary Compensation Table, the number of
shares covered by exercisable and unexercisable options held by such executive
officers on December 31, 1997 and the value of such unexercised options on
December 31, 1997.
VALUE OF OPTIONS HELD AT DECEMBER 31, 1997
Number
of Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Shares Value Options at Options at
Acquired on Realized 12/31/97 (#) 12/31/97 ($)(2)
Exer- Unexer- Exer- Unexer-
Name Exercise (#) ($)(1) cisable cisable cisable cisable
C. Harry Knowles -- -- -- -- -- --
Dale M. Fischer -- -- 20,000 10,000 $31,080 $14,020
Thomas E. Mills IV -- -- 20,000 10,000 31,080 14,020
Benny A. Noens 14,000 $41,153 6,000 10,000 9,020 14,020
William G. Smeader -- -- 20,000 10,000 31,080 14,020
Kevin P. Woznicki -- -- 8,000 12,000 10,000 15,000
(1) Represents market value of underlying securities on date of exercise less
the exercise price.
(2) 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 fiscal end of $12.63 per share, less the
exercise price.
REPORT OF THE COMPENSATION 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 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
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 of the Board has the authority to grant awards
under the 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
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 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 1997 sales for such executive
officer's area of responsibility exceeded pre-agreed sales targets for such
area, and for the other executive officers, the bonus for each such officer,
including the Chief Executive Officer, 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. 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 the exercise price.
Chief Executive Officer Compensation
On March 18, 1998, the Compensation Committee met to approve and ratify
the compensation of the Chief Executive Officer for the 1997 fiscal year.The
Compensation Committee determined that for fiscal year 1997, a substantial
portion of the Chief Executive Officer's compensation should be in the form of
a 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 1997. These achievements
included overall sales growth of 14%. The Chief Executive Officer managed
several accomplishments in 1997, including the introduction of the second
generation of HoloTrak(R) industrial holographic bar code scanners, the
execution of various brand label agreements for sales of HoloTrak products, the
establishment of an Asian sales, service, and distribution office location in
Singapore, and the execution of a joint venture agreement providing for the
formation of Metrologic do Brasil Ltda headquartered in Sao Paulo, Brazil.
The Company has continued to improve its technological position with
an increase in its patent portfolio and several technological developments,
which include holographic optical elements (HOE's) for use in future point of
sale products, and the design of a high speed holographic scanner tunnel
system.
Manufacturing capacity enhancements have increased the number of units
produced annually by approximately 40%.
Signed and respectfully submitted.
Stanton L. Meltzer
William Rulon-Miller
STOCK PERFORMANCE GRAPH
[graphic omitted - the following table represents the graphic data]
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, 1997, 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; Eltron International
Inc.; Percon, Inc.; PSC Inc.; Robotic Vision Systems Inc.; ScanSource, Inc.;
Symbol Technologies, Inc.; Telxon Corporation; Zebra Technologies Corporation.
Company September 29, Fiscal Year Ending December 31,
1994 1994 1995 1996 1997
Metrologic Instruments, Inc. 100.00 141.86 93.02 151.16 117.44
Peer Group 100.00 109.16 159.70 134.73 177.26
Broad Market 100.00 99.98 137.56 169.15 225.58
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
1997, the Company paid Mr. and Mrs. Knowles an aggregate of approximately
$729,000 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 $75,000
during 1997 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 $446,000, approximately $418,300 is payable to Mr. Knowles. Payments made to
Mr. Knowles in 1997 amounted to approximately $151,000 including approximately
$46,000 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, 1998. Services
provided to the Company and its subsidiaries by Ernst & Young LLP for the
fiscal year ended December 31, 1997 included the audit of the Company's
consolidated financial statements, timely interim reviews with limited
procedures of quarterly reports, third party review services related to filings
with the Securities and Exchange Commission and consultation on various tax
matters. 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, 1998 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
1998 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. To the Company's knowledge,
based solely on review of copies of such reports furnished to the Company and
written representations that no other reports were required to be filed during
the 1997 fiscal year, all Section 16(a) filing requirements applicable to its
directors, executive officers and 10% owners were satisfied.
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 1999 Annual
Meeting of Shareholders must also be received in writing by the Company on or
before January 28, 1999. 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, 1997,
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
METROLOGIC INSTRUMENTS, INC.
PROXY
The undersigned hereby appoints C. Harry Knowles and Stanton L. Meltzer 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 25, 1998 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 director nominated and FOR the ratification of Ernst & Young LLP as the
Company's independent auditors for fiscal 1998.
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 DIRECTOR NOMINATED AND FOR THE
RATIFICATION OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR
FISCAL 1998.
(PLEASE FILL IN, SIGN AND DATE ON REVERSE SIDE)
X Please mark your votes as in this example.
1. Election of William Rulon-Miller FOR WITHHELD
as director with term expiring in 2001. _____ _____
2. Ratification of Ernst & Young LLP FOR AGAINST ABSTAIN
as independent auditors. _____ _____ _____
SIGNATURE(S)____________________________________ DATE__________________, 1998
SIGNATURE(S)____________________________________ DATE__________________, 1998
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.