SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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. 2
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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
Title of each class to be so registered which each Class is to be registered
Common Share Purchase Rights American Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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This Amendment No. 2 amends the Registration Statement on Form 8-A/A dated
June 9, 1999 (the "Registration Statement") of Merrimac Industries, Inc. (the
"Company") made in connection with the Company's listing of the Common Share
Purchase Rights on the American Stock Exchange.
This Amendment No. 2 is being filed to amend and restate the second, third
and last paragraphs of Item 1 to the Registration Statement, and include as an
exhibit to the Registration Statement Amendment No. 2 dated as of April 7, 2000
to the Rights Agreement dated as of March 9, 1999, as amended, between the
Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent. Except as
amended hereby, there are no other changes to this Registration Statement.
Item 1. Description of Registrant's Securities to be Registered
The second and third paragraphs of Item 1 of the Registration Statement
are hereby amended and restated in its entirety as follows:
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, and Ericsson Holding International, B.V.,
together with its affiliates and associates) has acquired beneficial ownership
of 10% or more of the outstanding shares of Common Stock (an "Acquiring Person")
or (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"), and as
further amended by Amendment No. 2 to the Rights Agreement dated as of April 7,
2000 ("Amendment No. 2"), between the Company and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent (the "Rights Agreement").
The last paragraph of Item 1 of the Registration Statement is hereby
amended and restated in its entirety as follows:
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
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("SEC") on March 9, 1999 and incorporated herein by reference, Amendment No. 1
which is attached as Exhibit 1 to the Company's Current Report on Form 8-K filed
with the SEC on June 9, 1999 and incorporated herein by reference and Amendment
No. 2 attached hereto as Exhibit 1(b) and incorporated herein by reference.
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Item 2. Exhibits
Item 2 of this Registration Statement is hereby amended by adding the
following new exhibit:
1(b) Amendment No. 2 dated as of April 7, 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 Right Agent.
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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
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Name: Robert V. Condon
Title: Vice President, Finance
and Chief Financial Officer
Dated: April 10, 2000
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EXHIBIT INDEX
Exhibit Sequentially
- ------- Numbered 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
Right 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, incorporated by reference to
Exhibit 2 to the Company's Current Report on
Form 8-K filed on filed on June 9, 1999.
1(b) Amendment No. 2 dated as of April 7, 2000 to
the Rights Agreement as of March 9, 1999, as
amended, between Merrimac Industries, Inc.
and ChaseMellon Shareholder Services,
L.L.C., as Right Agent.
<PAGE>
EXHIBIT 1(b)
AMENDMENT NO. 2 TO RIGHTS AGREEMENT
Amendment No. 2 dated as of April 7, 2000 ("Amendment No. 2") to
the Rights Agreement dated as of March 9, 1999, as amended on June 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.
(a) For purposes of this Amendment No. 2, 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 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, (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 than Charles F. Huber, II), are not the Beneficial Owners
of more than 15% of the Common Shares of the Company then outstanding, and
(iii) Ericsson Holding International, B.V., a Netherlands corporation
("Ericsson"), and its Affiliates and Associates; provided, that Ericsson,
together with its Affiliates and Associates, are the Beneficial Owners of only
Common Shares purchased from the Company pursuant to a letter agreement dated as
of April 7, 2000 among Ericsson, Ericsson Microelectronics, A.B., a Swedish
corporation, and the Company.
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Section 2. Benefits of this Agreement. Nothing in this Amendment
No. 2 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. 2, but this Amendment No. 2
shall be for the sole and exclusive benefit of the Company, the Rights Agent and
the registered holders of the Rights.
Section 3. Severability. If any term, provision or restriction of
this Amendment No. 2 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. 2 shall remain in full force
and effect and shall in no way be affected, impaired or invalidated.
Section 4. Governing Law. This Amendment No. 2 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
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. 2 may be executed in
any 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 Sections of this Amendment No. 2 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. 2 shall
be 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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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 2 to be duly executed and attested, all as of the day and year first above
written.
MERRIMAC INDUSTRIES, INC.
By /s/ Mason N. Carter
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Name: Mason N. Carter
Title: Chairman and Chief Executive
Officer
CHASEMELLON SHAREHOLDER
SERVICES, L.L.C., as Rights
Agent
By /s/ Yvonne D. Benn
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Name: Yvonne D. Benn
Title: Relationship Manager
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