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
December 16, 1998 (December 16, 1998)
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Date of Report (Date of earliest event reported)
MERRIMAC INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
New Jersey 0-11201 22-1642321
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
41 Fairfield Place, West Caldwell, New Jersey 07006-6287
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (973) 575-1300
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 5. Other Events.
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Registrant's press release dated December 16, 1998 is filed herewith as
Exhibit 20 and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits.
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20. Press Release of Registrant dated December 16, 1998.
SIGNATURE
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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.
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(Registrant)
By /s/ Robert V. Condon
Robert V. Condon
Vice President, Finance and
Chief Financial Officer
Date: December 16, 1998
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EXHIBIT INDEX
Sequentially
Exhibit Numbered Page
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20. Press Release of Registrant dated
December 16, 1998.
Exhibit 20
Merrimac Enters Into Stock Purchase Agreement With
Filtran Microcircuits Inc.
West Caldwell, N.J., December 16, 1998: Merrimac Industries, Inc. (Amex: MRM)
announces that it has entered into a stock purchase agreement to acquire Filtran
Microcircuits Inc. ("Filtran") of Ottawa, Ontario, Canada, a leading
manufacturer of microwave micro circuitry. The cost of the acquisition to
Merrimac should be approximately $4.7 million. The transaction is subject to
satisfactory completion of due diligence by Merrimac, customary conditions and
is anticipated to be completed in January 1999.
Chairman and CEO Mason N. Carter commented: "A leading source for the
manufacture of micro circuitry, Filtran is a strategic fit for our `Goal of
Profitable Growth'. Their core competency is providing precise solutions to fine
line micro circuitry applications. Filtran's performance is clearly recognized
as best in class.
"Filtran has significant growth prospects within its served market segments and
well-established key account customer base. Merrimac will benefit from applying
their expertise in many of our focused market segments and product developments
including high frequency applications and our proprietary Multi-Mix(TM)
Microtechnology.
"Multi-Mix(TM) Microtechnology allows Merrimac and its customers to configure a
modular approach to sub-assembly design. The development of our On-Line
Co-Design(TM) Internet Design System will permit greater added value to key
accounts and strengthen the working relationships with microwave designers.
Filtran can play an integral role in this design concept with certain advanced
processing technologies. Filtran will allow Merrimac to offer an extended
product line into higher frequencies with its 1 mil +/- 0.2 mils capability.
Filtran is an industry leader in gold plating of high frequency circuitry. This
gold-plated, wire-bondable circuitry will be necessary for future circuit
structures."
Filtran produces microstrip, bonded stripline and thick metal-backed Teflon
(PTFE) circuits for satellite, aerospace, telecommunications, automotive,
navigation and defense applications worldwide. They are an innovative,
technically strong group, which includes some of the most creative scientists in
the microwave circuit industry. Serving its diverse clientele since 1983,
Filtran has earned a reputation for producing technically intricate circuits and
superior quality workmanship.
In mission-critical applications like aerospace, air traffic control and search
and rescue, microwave circuitry must be reliable. Filtran delivers the precision
and performance that is required. Their stringent program of in-process controls
results in high yields on the most complex circuits.
Mr. Carter went on to state: "Filtran will continue to operate independently led
by CEO Craig Sutton and President Dr. K. Ramachandran." Mr. Sutton then
commented: "Filtran's advanced circuit technologies complement Merrimac's RF and
microwave expertise. I am especially excited to participate in the development
and growth of their Multi-Mix(TM) Microtechnology. I see plenty of benefit to
our mutual customers - not only in the capabilities offered, but also in the
ease of use of the On-line Co-Design(TM) approach. Filtran is well positioned to
offer expertise in the design for manufacture, fabrication and assembly of
microwave components. Working together, our two companies are definitely
stronger."
Merrimac Industries, Inc., with locations in West Caldwell, NJ and San Jose,
Costa Rica, has approximately 160 co-workers in the design and manufacture of
signal processing components, micro-multifunction modules (MMFM(TM)) and
subsystems providing Total Integrated Packaging Solutions for high-performance,
mission-critical applications in communications, defense, and aerospace markets.
Merrimac (MRM) is listed on the American Stock Exchange.
Contact: Mason N. Carter Fax: (973) 882-5989
Chairman and CEO Email: [email protected]
Phone: (973) 575-1300, ext. 202 Internet: http://www.merrimacind.com
Note: Merrimac Industries, Inc. news releases are available in fax form by
calling Company News On-Call. Dial (800) 758-5804, ext. 567525. These news
releases are also available on the Internet at: http://www.prnewswire.com.
