UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)1
Merrimac Industries, Inc.
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(Name of Issuer)
Common Stock, $.50 par value
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(Title of Class of Securities)
59026210
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(CUSIP Number)
Thomas C. Meriam, Esq.
Chadbourne & Parke LLP
30 Rockefeller Plaza
New York, NY 10112
(212) 408-5100
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 24, 1997
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(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 |_|
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.
1 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).
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CUSIP No. 59026210 13D Page 2 of 5 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, OV
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 of America
NUMBER OF 7 SOLE VOTING POWER
SHARES 156,000 shares of Common Stock, $.50 par value
("Common Stock"), see Item 5, Interest in
Securities of the Issuer
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY - 0 -
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 156,000 shares of Common Stock, $.50 par value
("Common Stock"), see Item 5, Interest in
Securities of the Issuer
PERSON 10 SHARED DISPOSITIVE POWER
WITH - 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
156,000 shares of Common Stock, $.50 par value ("Common Stock"),
see Item 5, Interest in Securities of the Issuer
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.98% See Item 5, Interest in Securities of the Issuer
14 TYPE OF REPORTING PERSON*
IN
SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 59026210 13D Page 3 of 5 Pages
This Amendment No. 1 (the "Amendment") amends the Schedule 13D filed on
September 18, 1995 (the "Schedule 13D") by Charles F. Huber II (the "Reporting
Person"). Except as specifically amended hereby, the Schedule 13D remains in
full force and effect.
Defined terms herein shall have the meaning specified in the Schedule
13D, except as otherwise provided herein.
Item 2. Identity and Background.
Item 2 is hereby amended by deleting the last line of the first
paragraph thereof and by adding the following sentence at the end thereof:
The Reporting Person resigned his positions as Chairman of the Board
and as a director of Merrimac on July 24, 1997.
Item 3. Source and Amount of Funds or Other Considerations.
Item 3 is hereby amended by adding the following paragraphs.
The Reporting Person has acquired shares of Common Stock from time to
time in open market transactions since the filing of the Schedule 13D.
In all cases, the Common Stock was purchased with either the Reporting
Person's personal funds or on margin through the Reporting Person's broker,
Prudential Securities Incorporated.
<PAGE>
Item 5. Interest in the Securities of the Issuer.
Item 5 is hereby amended by adding the following paragraphs.
The Reporting Person was granted options to acquire 1,500 shares,
20,000 shares and 1,500 shares of Common Stock on April 25, 1996, September 5,
1996 and May 12, 1997, respectively.
The Reporting Person beneficially owns an aggregate of 156,000 shares
of Common Stock, comprising approximately 9.98% of the outstanding shares of
Common Stock (based upon Merrimac's most recent Quarterly Report on Form 10-QSB
stating that as of August 1, 1997, 1,537,496 shares of Common Stock are
outstanding). Of these 156,000 shares, 26,000 shares are deemed to be
beneficially owned because the Reporting Person may acquire them within 60 days
by exercising stock options.
The Reporting Person has made open market purchases aggregating 20,000
shares of Common Stock on the American Stock Exchange, Inc. since the filing of
the Schedule 13D. In addition, the Reporting Person exercised an outstanding
option to purchase 1,500 shares of the Company's Common Stock. The Reporting
Person has not made any purchases in the last 60 days.
Except as set forth in Item 5, 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
<PAGE>
all the shares of Common Stock reported herein as owned by him. 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, such Common Stock.
SIGNATURE
After reasonable inquiry and the best of my knowledge and belief, I
certify that the information set forth in the statement is true, complete and
correct.
Date: September 10, 1997
/s/ Charles F. Huber II
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Charles F. Huber II
