==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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:
Title of each class Name of each exchange on
to be so registered which each Class is to be registered
Common Stock Purchase Rights American Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
==============================================================================
<PAGE>
Item 1. Description of Registrant's Securities to be Registered
On March 5, 1999, the Board of Directors of Merrimac Industries, Inc.
(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 is payable 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) 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 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.
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 March 16, 1999, there were 1,729,464 shares of Common Stock
outstanding and 763,567 shares of Common Stock reserved for issuance under the
Company's stock option plans. Each outstanding share of Common Stock on the
Record Date will receive 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.
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.
Item 2. Exhibits
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 herein by reference to Exhibit 1 to the
Company's Current Report on Form 8-K filed on March 9, 1999.
<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: March 16, 1999
<PAGE>
EXHIBIT INDEX
Exhibit Sequentially
Numbered Page
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 herein by reference to Exhibit 1
to the Company's Current Report on Form 8-K
filed on March 9, 1999.
