================================================================================
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
--------------
Date of Report: October 27, 2000 Date of Earliest Event
Reported: October 26, 2000
MERRIMAC INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
New Jersey 0-11201 22-1642321
(State of incorporation (Commission File No.) (I.R.S. Employer
or organization) Identification No.)
41 Fairfield Place
West Caldwell, New Jersey 07006-6287
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code: (973) 575-1300
------------------------------------------------
(Former name or former address, if changed since last report)
================================================================================
<PAGE>
Item 5. Other Events
On October 26, 2000, Merrimac Industries, Inc. ("Merrimac") entered
into subscription agreements for common stock and warrants with each of three
groups of investors including (i) investors led by Adam Smith Investment
Partners, L.P. and certain of its affiliates (the "Adam Smith Investors"), (ii)
Ericsson Holding International, B.V. ("EHI") and (iii) three members of the
board of directors of Merrimac (the "Director Investors"). Pursuant to the
subscription agreements, Merrimac sold to the investors units at a price of
$12.80 per unit, each unit consisting of one share of common stock of the
Company and one three-year warrant to purchase one additional share of common
stock of the Company with an exercise price of $21.25 ("Units"). Pursuant to the
subscription agreements, the Adam Smith Investors purchased 240,000 Units, EHI
purchased 100,000 Units and the Director Investors purchased 20,000 Units, the
common stock portion of which representing approximately 14% of the outstanding
stock of the Company after giving effect to the sales, for an aggregate purchase
price of $4,608,000 in cash.
In connection with the purchase by the Adam Smith Investors and EHI of
Merrimac common stock and warrants, Merrimac, the Adam Smith Investors and EHI
also entered into registration rights agreements which provide the Adam Smith
Investors and EHI each with two demand registrations at any time following
October 26, 2002.
Reference is hereby made to Merrimac's press release dated
October 27, 2000 which is attached hereto as Exhibit 1 and incorporated herein
by reference.
In addition, on October 26, 2000, Merrimac amended the Rights Agreement
dated as of March 9, 1999, as amended (the "Rights Agreement"), between Merrimac
and ChaseMellon Shareholder Services, L.L.C., as rights agent, to permit the
Adam Smith Investors and EHI to purchase Merrimac common stock pursuant to the
subscription agreements for common stock and warrants without Adam Smith
Investment Partners, L.P. and EHI becoming an "Acquiring Person" within the
meaning of the Rights Agreement.
The foregoing description of the amendment to the Rights Agreement is
qualified in its entirety by reference to the full text of Amendment No. 3 to
the Rights Agreement, which is attached hereto as Exhibit 2 and incorporated
herein by reference.
Item 7. Exhibits
1 Press Release of Merrimac dated October 27, 2000.
2 Amendment No. 3 dated as of October 26, 2000 to the Rights Agreement
dated as of March 9, 1999, as amended, between Merrimac Industries,
Inc. and ChaseMellon Shareholder Services, L.L.C., as Rights Agent.
2
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
MERRIMAC INDUSTRIES, INC.
By /s/ Robert V. Condon
---------------------------------
Name: Robert V. Condon
Title: Vice President, Finance
and Chief Financial
Officer
Dated: October 27, 2000
3
<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit Numbered
------- --------
Page
-----
1 Press Release of Merrimac dated October 27, 2000.
2 Amendment No. 3 dated as of October 26, 2000
to the Rights Agreement dated as of
March 9, 1999, as amended, between Merrimac
Industries, Inc. and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent.
4
