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
March 1, 1999 (March 1, 1999)
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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 March 1, 1999 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 March 1, 1999.
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
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Robert V. Condon
Vice President, Finance and
Chief Financial Officer
Date: March 1, 1999
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EXHIBIT INDEX
Sequentially
Exhibit Numbered Page
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20. Press Release of Registrant dated
March 1, 1999.
Exhibit 20
Merrimac Acquires Filtran Microcircuits Inc.
West Caldwell, N.J., March 1, 1999: Merrimac Industries, Inc. ("Merrimac")
(Amex: MRM) announces that it has completed the previously announced acquisition
of Filtran Microcircuits Inc. ("Filtran") of Ottawa, Ontario, Canada, a leading
manufacturer of microwave micro circuitry, in a $4.7 million cash transaction.
Chairman and CEO Mason N. Carter commented: "This is an important strategic
acquisition for Merrimac which will allow Merrimac to incorporate Filtran's
world class competency in fine line etching into our state of the art
Multi-Mix(TM) Microtechnology. Multi-Mix(TM), which provides high frequency
solutions, mostly in the form of total integrated packages, will benefit from
the close working relationship with Filtran. This acquisition should accelerate
our penetration into the satellite communications, defense and particularly
wireless markets. Micro circuitry is essential as customers demand smaller,
lighter and less costly solutions at higher frequencies as packaging shrinks and
the need for Multi-Mix(TM) type solutions increases. Growth prospects for both
businesses have greatly increased with this combination.
"Filtran was carefully chosen for their strategic match with us and its
significant growth prospects within its served market segments. Approximately
40% of Filtran's business is derived from wireless applications and is growing
at a rate in excess of 30 % per year during the last three years. Filtran's
abilities are clearly recognized as `best in class'. Filtran will continue to
operate as a stand-alone subsidiary based in Ottawa, Ontario under the continued
leadership of CEO Craig Sutton and President Dr. K. Ramachandran. Both of these
men have shown their ability to create a business with extraordinary competency,
growth and vision."
Filtran's sales for their most recent fiscal year ended November 30, 1998 was
approximately $3.2 million (or $4.9 million Canadian) and their three-year
revenue growth rate was approximately 20%.
Mr. Carter continued: "Multi-Mix(TM) Microtechnology allows Merrimac and its
customers to utilize a modular approach to sub-assembly design based upon
standard platforms. This coupled with the development of our On-Line
Co-Design(TM) Internet Design System, that was featured last week at the
Wireless Symposium in San Jose, California, will permit greater added value to
key accounts and strengthen the working relationships with microwave designers.
Filtran is expected to play an integral role in this design concept with certain
advanced processing technologies. Filtran will also 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 and its gold-plated, wire-bondable circuitry will be necessary for
future circuit structures." Filtran (www.filtranmicro.com) produces microstrip,
bonded stripline and thick metal-backed Teflon (PTFE) circuits for satellite,
aerospace, telecommunications, including LMDS (local multipoint distribution
system), automotive adaptive cruise control, 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 microcircuits 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.
Certain statements in this news release are forward-looking statements based on
current management expectations and are subject to risks and uncertainties.
Factors that could cause future results to differ from these expectations
include general economic and industry conditions, competitive products and
pricing pressures, risks relating to governmental regulatory actions in
communications and defense programs, and inventory risks due to technological
innovation. Additional factors to which the Company's performance is subject are
described in the Company's reports filed from time to time with the Securities
and Exchange Commission.
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, Internet: http://www.merrimacind.com
ext. 202
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.
