4//SEC Filing
CLOSE RICHARD C 4
Accession 0001179110-06-024269
CIK 0000815910other
Filed
Dec 25, 7:00 PM ET
Accepted
Dec 26, 3:16 PM ET
Size
14.2 KB
Accession
0001179110-06-024269
Insider Transaction Report
Form 4
CLOSE RICHARD C
Director
Transactions
- Disposition to Issuer
Non-Qualified Stock Option
2006-12-21$17.02/sh−20,171$343,310→ 0 totalExercise: $1.48From: 2006-09-09Exp: 2012-09-09→ Common Stock (20,171 underlying) - Disposition to Issuer
Non-Qualified Stock Option
2006-12-21−17,700→ 0 totalExercise: $20.16From: 2006-12-21Exp: 2016-02-22→ Common Stock (17,700 underlying) - Disposition to Issuer
Non-Qualified Stock Option
2006-12-21−7,500→ 0 totalExercise: $20.30From: 2006-12-21Exp: 2014-12-02→ Common Stock (7,500 underlying) - Disposition to Issuer
Non-Qualified Stock Option
2006-12-21$15.43/sh−4,833$74,573→ 0 totalExercise: $3.07From: 2005-05-10Exp: 2011-05-10→ Common Stock (4,833 underlying)
Footnotes (4)
- [F1]These options were tendered by the Reporting Person to the Issuer in connection with the Offer to Purchase from Eligible Employees All Outstanding Eligible Options to Purchase Common Stock for Cash (such Offer, an exhibit to the Schedule TO initially filed by the Issuer with the Commission on 11/21/06), which Offer expired on 12/21/06. All tendered options were cancelled and the Issuer paid to the Reporting Person with respect to all of the options tendered a cash amount equal to the following, less any applicable tax withholdings: the aggregate spread value of all such options tendered by such holder, with the spread value for such option being equal to the product of (x) the excess, if any, of U.S.$18.50 per share over the per share exercise price of such option multiplied by (y) the number of shares of the Issuer's common stock issuable upon the exercise of such option.
- [F2]Prior to 12/21/06, such option would become vested and exercisable with respect to 1/4 of the shares underlying such option on 12/2/05 and would become vested and exercisable with respect to the remaining shares underlying such option in equal installments on each one-year anniversary of 12/2/05 until 12/2/08, at which time such option would be fully vested and exercisable.
- [F3]Immediately prior to the effective time of the merger of Meteor Merger Corp. with and into the Issuer, the options became fully vested and were cancelled. In exchange for cancellation of the options, the Issuer paid to the Reporting Person either (i) $1 for each grant of options, if the exercise price of the options was equal to or greater than the merger consideration of $18.50 or (ii) an amount equal to the excess of the merger consideration ($18.50) over the exercise price multiplied by the number of shares of common stock subject to the option, less any required wihholding, if the exercise price of the option was less than the merger consideration of $18.50.
- [F4]Prior to 12/21/06, such option would become vested and exercisable with respect to 1/5 of the shares underlying such option on 2/22/06 and would become vested and exercisable with respect to the remaining shares underlying such option in equal installments on each one-year anniversary of 2/22/06 until 2/22/10, at which time such option would be fully vested and exercisable.
Documents
Issuer
METROLOGIC INSTRUMENTS INC
CIK 0000815910
Entity typeother
Related Parties
1- filerCIK 0001097517
Filing Metadata
- Form type
- 4
- Filed
- Dec 25, 7:00 PM ET
- Accepted
- Dec 26, 3:16 PM ET
- Size
- 14.2 KB