4//SEC Filing
KNOWLES C HARRY 4
Accession 0001179110-06-024294
CIK 0000815910other
Filed
Dec 25, 7:00 PM ET
Accepted
Dec 26, 5:09 PM ET
Size
25.6 KB
Accession
0001179110-06-024294
Insider Transaction Report
Form 4
KNOWLES C HARRY
Director10% Owner
Transactions
- Disposition to Issuer
Common Stock
2006-12-21$18.50/sh−1,974,198$36,522,663→ 0 total - Disposition to Issuer
Common Stock
2006-12-21$18.50/sh−4,049,460$74,915,010→ 0 total(indirect: By Foundation) - Other
Common Stock
2006-12-21−1,501,732→ 0 total - Disposition to Issuer
Non-Qualified Stock Option
2006-12-21−17,700→ 0 total(indirect: By Spouse)Exercise: $20.16From: 2006-12-21Exp: 2016-02-22→ Common Stock (17,700 underlying) - Disposition to Issuer
Common Stock
2006-12-21$18.50/sh−203,891$3,771,984→ 0 total(indirect: By Trust) - 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
Common Stock
2006-12-21$18.50/sh−648,650$12,000,025→ 0 total(indirect: By Foundation) - Disposition to Issuer
warrant
2006-12-21$15.03/sh−195,000$2,930,850→ 0 totalExercise: $3.47From: 2003-01-31Exp: 2013-01-31→ Common Stock (195,000 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)
Footnotes (5)
- [F1]In connection with the merger of Meteor Merger Corp. with and into the Issuer, shares of the Issuer's common stock were converted into the right to receive $18.50 per share in cash, without interest.
- [F2]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.
- [F3]Prior to 12/21/06, such option became 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.
- [F4]Prior to 12/21/06, such option became 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.
- [F5]In connection with the merger of Meteor Merger Corporation with and into the Issuer, such shares of the Issuer's common stock were contributed to Meteor Holding Corporation in exchange for 25,004 shares of junior preferred stock and 11,112,819 shares of common stock of Meteor Holding Corporation and Meteor Holding Corporation became the sole shareholder of the Issuer.
Documents
Issuer
METROLOGIC INSTRUMENTS INC
CIK 0000815910
Entity typeother
Related Parties
1- filerCIK 0000939465
Filing Metadata
- Form type
- 4
- Filed
- Dec 25, 7:00 PM ET
- Accepted
- Dec 26, 5:09 PM ET
- Size
- 25.6 KB