MERRIMAC INDUSTRIES INC
8-K, 1997-04-16
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934




                         April 16, 1997 (April 11, 1997)
- ------------------------------------------------------------------------------
                Date of Report (Date of earliest event reported)



                            MERRIMAC INDUSTRIES, INC.
- ------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



        New Jersey                  0-11201                   22-1642321
- ---------------------------------------------------------------------------
 (State or other jurisdiction     (Commission                (IRS Employer
      of incorporation)            File Number)            Identification No.)



   41 Fairfield Place, West Caldwell, New Jersey              07006-6287
- ---------------------------------------------------------------------------
   (Address of principal executive offices)                   (Zip Code)



Registrant's telephone number, including area code      (201) 575-1300
                                                     ----------------------

<PAGE>

                    INFORMATION TO BE INCLUDED IN THE REPORT




Item 4.  Changes in Registrant's Certifying Accountant.
- ------   ---------------------------------------------

         (a)(1)(i)  The Registrant  dismissed the  accounting  firm of J. H. 
 Cohn LLP,  formerly J. H. Cohn & Company ("J. H. Cohn"),  on April 11, 1997. J.
H.  Cohn was  previously  engaged  as the  principal  accountant  to  audit  the
Registrant's financial statements.

               (ii)  There have been no adverse  opinions,  disclaimers  of 
 opinion  or  modifications  as  to  uncertainty,   audit  scope  or  accounting
principles  regarding  the reports of J. H. Cohn on the  Registrant's  financial
statements  within the two most recent  fiscal years or the  subsequent  interim
period.

               (iii)  The decision to change  accountants  was recommended by 
 the  Audit  Committee  of the  Board of  Directors  of the  Registrant  and was
approved by the Board of Directors of the Registrant.

               (iv)  There  were no  disagreements  with J. H.  Cohn on any  
 matter of accounting principles or practices, financial statement disclosure or
auditing  scope or  procedure  within the two most recent  fiscal  years and the
subsequent interim period preceding J. H. Cohn's dismissal.

         (b)  The Registrant engaged the accounting  firm of Arthur Andersen LLP
on April 11,  1997,  as the  principal  accountants  to audit  the  Registrant's
financial statements.

         (c)  The Registrant has furnished J. H. Cohn with the  disclosures  the
Registrant  is making in this Form 8-K and has  requested  J. H. Cohn to furnish
the Registrant with a letter addressed to the Securities and Exchange Commission
(the "SEC") stating  whether J. H. Cohn agrees with the  statements  made by the
Registrant  above,  and if not, stating the respects in which it does not agree.
Such letter is filed as an exhibit in this Form 8-K.


Item 7.  Exhibits.
- ------   --------

         (c)   Exhibits.
               --------

               16.  Letter from J. H. Cohn LLP to SEC regarding Form 8-K
statements.

<PAGE>


                                    SIGNATURE
                                    ---------


         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended,  the Registrant has duly caused this Current Report to be signed on its
behalf by the undersigned thereunto duly authorized.


                                            MERRIMAC INDUSTRIES, INC.
                                            --------------------------
                                                  (Registrant)


                                            By   /s/ Robert V. Condon
                                               --------------------------------
                                                Robert V. Condon
                                                Vice President, Finance and
                                                Chief Financial Officer;
                                                Secretary and Treasurer


Date:  April 16, 1997

<PAGE>

                                  EXHIBIT INDEX



                                                           Sequentially
Exhibit                                                    Numbered Page
- -------                                                    -------------


   16.    Letter from J. H. Cohn LLP to SEC
          regarding Form 8-K Statements.




                                                                Exhibit 16

                                              April 15, 1997



Securities and Exchange Commission
450 Fifth Street
Washington, D.C.  20549

                  Re:      Merrimac Industries, Inc.
                           (File No. 0-11201)

Gentlemen:

         We were previously the principal  accountants for Merrimac  Industries,
Inc.  (the  "Company")  and on March 21, 1997 we  reported  on the  consolidated
financial  statements  of the Company as of December  28, 1996 and  December 30,
1995 and for each of the three years in the period ended  December 28, 1996.  On
April  11,  1997  we were  informed  that we  were  dismissed  as the  principal
accountants  for the Company.  We have read the  Company's  statements  included
pursuant to Item 4 in its Form 8-K Current  Report dated April 17, 1997.  At the
request  of the  Company,  we hereby  state  that we agree  with the  statements
included in Item 4(a)(1)(i), (ii) and (iv) that relate to our firm.

                                              Very truly yours,



                                              J. H. COHN LLP



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