UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Merrimac Industries, Inc.
(Name of Issuer)
Common Stock, $.50 par value
(Title of Class of Securities)
59026210
(CUSIP Number)
Thomas C. Meriam, Esq.
Chadbourne & Parke LLP
30 Rockefeller Plaza
New York, NY 10112
(212) 408-5100
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 7, 1995
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|
Check the following box if a fee is being paid with the statement |X|. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 59026210 Page 2 of 3 Pages
---- ------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles F. Huber II
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 114,500 shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH
9 SOLE DISPOSITIVE POWER
REPORTING
114,500 shares
PERSON
10 SHARED DISPOSITIVE POWER
WITH
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
114,500 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF
THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 59026210 Page 3 of 3 Pages
---- ------
Item 1. Security and Issuer
This statement relates to the common stock, $.50 per share par
value (the "Common Stock") of Merrimac Industries, Inc., a New Jersey
Corporation ("Merrimac" or the "Issuer"), the principal executive offices of
which are located at 41 Fairfield Place, West Caldwell, New Jersey 07006.
Item 2. Identity and Background
This statement is being filed by Mr. Charles F. Huber II
(hereinafter referred to as the "Reporting Person"). The Reporting Person's
business address is c/o William D. Witter, Inc., One Citicorp Center, 153 East
53rd Street, New York, New York 10022. The present principal occupation of the
Reporting Person is as managing director of William D. Witter, Inc., an
investment banking organization. Such employment is principally conducted at
William D. Witter, Inc., One Citicorp Center, 153 East 53rd Street, New York,
New York 10022. The Reporting Person is also the Chairman of the Board and a
director of Merrimac.
The Reporting Person has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations and similar
misdemeanors).
The Reporting Person has not, during the last five years, been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction resulting in his being subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
The Reporting Person is a citizen of the United States of
America.
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Person has acquired shares of Common Stock from
time to time in open market transactions. In all cases, the Common Stock was
purchased with funds obtained from the Reporting Person's personal funds. The
aggregate cost of purchases made since January 1, 1995 was approximately
$326,000.
Item 4. Purpose of Transaction
The Reporting Person has acquired and continues to hold the
shares of Common Stock solely for investment purposes. The Reporting Person may,
subject to his relationship with Merrimac, his evaluation of Merrimac's business
and business prospects, and upon future developments, including, but not limited
to, availability of funds, market performance of the Common Stock, general
economic conditions, and other factors, acquire additional shares of Common
Stock from time to time, through open market and/or privately negotiated
transactions, as he may determine in his judgment. The Reporting Person may also
at any time determine to dispose of a portion or all of the Common Stock owned
by him. The Reporting Person currently has no intention of seeking control of
the Issuer, nor does he have any plans or proposals with respect to any
extraordinary corporate transaction involving the Issuer or any sale of its
assets or any change in its Board of Directors, management, capitalization,
dividend policy, charter or by-laws, or any other change in its business or
corporate structure or with respect to the delisting or deregistration of any of
its securities including, without limitation, those matters described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
The Reporting Person beneficially owns an aggregate of 114,500
shares of Common Stock, comprising approximately 6.7% of the outstanding shares
of Common Stock (the Issuer's Form 10-Q for the quarterly period ended June 17,
1995 indicated that 1,713,293 shares of Common Stock were issued and
outstanding). Of these 114,500 shares, 4,500 shares are deemed to be
beneficially owned because the Reporting Person may acquire them within 60 days
by exercising stock options.
The Reporting Person purchased 5,000 shares of Common Stock on
September 7, 1995 at a price of $10.50 per share on The American Stock Exchange,
Inc. The Reporting Person has effected no other transactions in the Common Stock
during the 60 days preceding the date hereof.
The Reporting Person has the sole power to vote or to direct
the vote and the sole power to dispose or to direct the disposition of all the
shares of Common Stock. No other person is known to have the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, the Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Except as described below there are no contracts,
arrangements, understandings or relationships between the Reporting Person and
any other person with respect to securities of Merrimac. The Reporting Person,
in his capacity as a director of the Issuer, receives stock options to purchase
1,500 shares of Common Stock each year. He currently has 4,500 unexercised
options, all of which are included herein as beneficially owned because he may
acquire the underlying shares of common stock within 60 days by exercising the
stock options.
Item 7. Material to be filed as Exhibits
None.
SIGNATURE
After reasonable 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.
Date: September 18, 1995
/s/ Charles F. Huber
Name: Charles F. Huber II
