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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1
MERRIMAC INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
New Jersey 22-1642321
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
41 Fairfield Place
West Caldwell, New Jersey 07006-6287
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on which
Title of each class to be so registered each Class is to be registered
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Common Share Purchase Rights American Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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<PAGE>
This Amendment No. 1 amends the Registrant's registration statement on
Form 8-A dated March 16, 1999 in connection with the Registrant's listing of the
Common Share Purchase Rights on the American Stock Exchange.
This Amendment No. 1 is being filed to amend and restate Item 1 to this
Registration Statement and include as an exhibit to this Registration Statement
Amendment No. 1 dated as of June 9, 1999 to the Rights Agreement dated as of
March 9, 1999 between the Registrant and ChaseMellon Shareholder Services,
L.L.C. Except as amended hereby, there are no other changes to this Registration
Statement.
Item 1. Description of Registrant's Securities to be Registered
Item 1 of this Registration Statement is hereby amended and restated in
its entirety as follows:
On March 5, 1999, the Board of Directors of Merrimac Industries, Inc.,
a New Jersey Corporation (the "Company"), declared a dividend of one common
share purchase right (a "Right") for each outstanding share of common stock, par
value $.50 per share (the "Common Stock"), of the Company. The dividend was paid
on March 19, 1999 (the "Record Date") to the shareholders of record as of the
close of business on that date.
Prior to the Distribution Date (as defined below), the Rights will be
evidenced by the certificates for and will be transferred with the Common Stock
and the registered holders of the Common Stock will be deemed to be the
registered holders of the Rights. After the Distribution Date, the rights agent
will mail separate certificates evidencing the Rights to each record holder of
the Common Stock as of the close of business on the Distribution Date (unless
the Rights were earlier redeemed or exchanged), and thereafter the Rights will
be transferable separately from the Common Stock. The "Distribution Date"
generally means the earlier of (i) the close of business on the 10th day after
the date of the first public announcement that a person (other than the Company
or any of its subsidiaries or any employee benefit plan of the Company or any
such subsidiary or, in certain circumstances, William D. Witter, Inc., together
with its affiliates and associates) has acquired beneficial ownership of 10% or
more of the outstanding shares of Common Stock (an "Acquiring Person"), (ii) the
close of the business on the 10th business day (or such later day as may be
designated before any person has become an Acquiring Person by the Board of
Directors) after the date of the commencement of, or the announcement of an
intention to commence, a tender or exchange offer by any person which would, if
consummated, result in such person becoming an Acquiring Person.
Prior to the Distribution Date, the Rights will not be exercisable.
After the Distribution Date (but before any person has become an Acquiring
Person), each Right will be exercisable to purchase, for $25.00 (the "Purchase
Price"), one share of Common Stock. The terms and conditions of the Rights are
set forth in a Rights Agreement dated as of March 9, 1999 as amended by
Amendment No. 1 to the Rights Agreement dated as of June 9, 1999 ("Amendment No.
1"), between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights
Agent (the "Rights Agreement").
If any person has become an Acquiring Person (but before the occurrence
of any of the events described in the second succeeding paragraph), each Right
(other than Rights beneficially owned by the Acquiring Person and certain
affiliated persons) will entitle the holder to purchase after the Distribution
Date, for the Purchase Price, a number of shares of Common Stock having a market
value of twice the Purchase Price.
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At any time after any person has become an Acquiring Person (but before
any person becomes the beneficial owner of 50% or more of the outstanding shares
of Common Stock or the occurrence of any of the events described in the next
paragraph), the Board of Directors may exchange all or part of the Rights (other
than Rights beneficially owned by an Acquiring Person and certain affiliated
persons) for shares of Common Stock at an exchange ratio of one share of Common
Stock for each Right, subject to adjustment.
If, after any person has become an Acquiring Person, (1) the Company is
involved in a merger or other business combination in which the Company is not
the surviving corporation or its Common Stock is exchanged for other securities
or assets or (2) the Company and/or one or more of its subsidiaries sell or
otherwise transfer assets or earning power aggregating more than 50% of the
assets or earning power of the Company and its subsidiaries, taken as a whole,
then each Right (other than Rights beneficially owned by the Acquiring Person
and certain affiliated persons) will entitle the holder to purchase after the
Distribution Date, for the Purchase Price, a number of shares of common stock of
the other party to such business combination or sale (or in certain
circumstances, an affiliate) having a market value of twice the Purchase Price.
The Board of Directors may redeem all of the Rights at a price of $0.01
per Right at any time before any person has become an Acquiring Person.
The Rights will expire on March 19, 2009, unless earlier exchanged or
redeemed.
For so long as the Rights are redeemable, the Rights Agreement may be
amended in any respect. At any time when the Rights are no longer redeemable,
the Rights Agreement may be amended in any respect that does not adversely
affect the holders of Rights (other than any Acquiring Person and certain
affiliated persons), or cause the Rights again to become redeemable.
Until a Rights holder exercises his or her Rights, such Rights holder
will have no rights as a shareholder of the Company, including the right to vote
and to receive dividends.
The Rights Agreement includes antidilution provisions designed to
prevent efforts to diminish the effectiveness of the Rights.
As of June 7, 1999, there were 1,739,786 shares of Common Stock
outstanding and 757,676 shares of Common Stock reserved for issuance under the
Company's stock option plans. Each outstanding share of Common Stock on the
Record Date received one Right. Shares of Common Stock issued after the Record
Date and prior to the Distribution Date will be issued with a Right attached so
that all shares of Common Stock outstanding prior to the Distribution Date will
have Rights attached.
The Rights have certain anti-takeover effects. The Rights may cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Board of Directors, except pursuant to an offer
conditioned on a substantial number of the Rights being acquired. The Rights
should not interfere with any merger or other business combination approved by
the Board of Directors since the Rights may be redeemed by the Company as
described above.
While the dividend of the Rights will not be taxable to shareholders or
to the Company, shareholders or the Company may, depending upon the
circumstances, recognize taxable income in the event that the Rights become
exercisable as set forth above.
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<PAGE>
The foregoing description of the Rights Agreement is qualified in its
entirety by reference to the full text of the Rights Agreement, which is
attached as Exhibit 1 to the Company's Current Report on Form 8-K filed with the
Securities and Exchange Commission on March 9, 1999 and incorporated herein by
reference, and Amendment No. 1 attached hereto as Exhibit 1(a) and incorporated
herein by reference.
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<PAGE>
Item 2. Exhibits
Item 2 of this Registration Statement is hereby amended by adding the
following new exhibit:
1(a) Amendment No. 1 dated as of June 9, 1999 to the Rights Agreement dated
as of March 9, 1999 between Merrimac Industries, Inc. and ChaseMellon
Shareholder Services, L.L.C., as Right Agent.
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<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.
MERRIMAC INDUSTRIES, INC.
By /s/ Robert V.Condon
Name: Robert V. Condon
Title: Vice President, Finance
and Chief Financial Officer
Dated: June 9, 1999
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EXHIBIT INDEX
Sequentially
Numbered
Exhibit Page
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1 Rights Agreement dated as of March 9, 1999 between
Merrimac Industries, Inc. and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent, which includes the
Form of Right Certificate as Exhibit A and the Summary of
Terms of the Rights Agreement as Exhibit B, incorporated
by reference to Exhibit 1 to the Company's Current Report
on Form 8-K filed on March 9, 1999.
1(a) Amendment No. 1 dated as of June 9, 1999 to the Rights
Agreement dated as of March 9, 1999 between Merrimac
Industries, Inc. and ChaseMellon Shareholder Services,
L.L.C., as Right Agent.
Exhibit 1(a)
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Amendment No. 1 dated as of June 9, 1999 ("Amendment No. 1") to the
Rights Agreement dated as of March 9, 1999 (the "Rights Agreement") between
Merrimac Industries, Inc., a New Jersey corporation (the "Company"), and
ChaseMellon Shareholder Services, L.L.C., a New Jersey limited liability
company, as Rights Agent (the "Rights Agent").
WHEREAS, the Company and the Rights Agent entered into the Rights
Agreement; and
WHEREAS, the Board of Directors of the Company, in accordance with
Section 27 of the Rights Agreement, deems it desirable and in the best interests
of the Company and its shareholders to amend the Rights Agreement as set forth
herein;
NOW, THEREFORE, in consideration of the premises and mutual
agreements herein set forth, the parties hereby agree as follows:
Section 1. Certain Definitions.
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(a) For purposes of this Amendment No. 1, capitalized terms
used herein and not otherwise defined shall have the meanings indicated in the
Rights Agreement. Each reference to "hereof", "herein" and "hereby" and each
other similar reference and each reference to "this Agreement" and each other
similar reference contained in the Rights Agreement shall refer to the Rights
Agreement as amended hereby.
(b) Section 1(i) of the Rights Agreement is hereby amended and
restated in its entirety as follows:
"(i) "Exempt Person" shall mean (i) the Company, any Subsidiary of the
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Company, any employee benefit plan of the Company or any Subsidiary of the
Company, or any entity holding Common Shares for or pursuant to the terms of any
such plan and (ii) William D. Witter, Inc., a New York corporation registered as
an investment advisor under the Investment Advisers Act of 1940 ("Witter,
Inc."), and its Affiliates and Associates (other than Charles F. Huber, II);
provided, that Witter, Inc., together with its Affiliates and Associates (other
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than Charles F. Huber, II), are not the Beneficial Owners of more than 15% of
the Common Shares of the Company then outstanding."
Section 2. Benefits of this Agreement. Nothing in this Amendment No. 1
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shall be construed to give to any Person other than the Company, the Rights
Agent and the registered holders of the Rights any legal or equitable right,
remedy or claim under this Amendment No. 1; but this Amendment No. 1 shall be
for the sole and exclusive benefit of the Company, the Rights Agent and the
registered holders of the Rights.
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Section 3. Severability. If any term, provision or restriction of this
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Amendment No. 1 is held by a court of competent jurisdiction or other authority
to be invalid, void or unenforceable, the remainder of the terms, provisions and
restrictions of this Amendment No. 1 shall remain in full force and effect and
shall in no way be affected, impaired or invalidated.
Section 4. Governing Law. This Amendment No. 1 shall be deemed
to be a contract made under the laws of the State of New Jersey and for all
purposes shall be governed by and construed in accordance with the laws of such
State applicable to contracts to be made and performed entirely within such
State; provided, however, that all provisions regarding the rights, duties and
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obligations of the Rights Agent shall be governed by and construed in accordance
with the laws of the State of New York applicable to contracts made and to be
performed entirely within such State.
Section 5. Counterparts. This Amendment No. 1 may be executed in any
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number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.
Section 6. Descriptive Headings. Descriptive headings of the several
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Sections of this Amendment No. 1 are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.
Section 7. Rights Agreement as Amended. This Amendment No. 1 shall be
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effective as of the date hereof and, except as set forth herein, the Rights
Agreement shall remain in full force and effect and be otherwise unaffected
hereby.
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to be duly executed and attested, all as of the day and year first above
written.
MERRIMAC INDUSTRIES, INC.
By /s/ Robert V. Condon
Name: Robert V. Condon
Title: Vice-President, Finance
and Chief Financial Officer
CHASEMELLON SHAREHOLDER
SERVICES, L.L.C., as Rights
Agent
By /s/ Yvonne Benn
Name: Yvonne Benn
Title: Relationship Manager
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