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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Date of Report: April 10, 2000 Date of Earliest Event Reported: April 7, 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)
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Item 5. Other Events
On April 7, 2000, Merrimac Industries, Inc. ("Merrimac") entered into a
stock purchase and exclusivity agreement with Ericsson Microelectronics, A.B.
("Ericsson") and Ericsson Holding International, B.V. ("EHI") pursuant to which
Merrimac sold to EHI 375,000 newly issued shares of Merrimac common stock,
representing approximately 17.5% of Merrimac's outstanding common stock after
giving effect to the sale, for an aggregate purchase price of $3,375,000 in
cash. The stock purchase and exclusivity agreement also provides that Merrimac
will design, develop and produce exclusively for Ericsson Multi-Mix(TM) products
that incorporate active RF power transistors for use in wireless base station
applications, television transmitters and certain other applications that are
intended for Bluetooth transceivers.
In connection with EHI's purchase of Merrimac common stock, Merrimac and
EHI also entered into a registration rights agreement which provides EHI with
two demand registrations at any time following April 7, 2002.
Reference is hereby made to Merrimac's press release dated April 10, 2000
which is attached hereto as Exhibit 1 and incorporated herein by reference.
In addition, on April 7, 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 EHI to
purchase Merrimac common stock pursuant to the stock purchase and exclusivity
agreement without 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. 2 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 April 10, 2000.
2 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 Rights Agent.
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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
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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
Sequentially
Exhibit Numbered
Page
- ------- ------------
1. Press Release of Merrimac dated April 10,
2000.
2. 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 Rights Agent.
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<PAGE>
Apri1 10, 2000
Ericsson Invests in Merrimac Industries For Access to New Multilayer
Microtechnology
Ericsson and Merrimac Industries, Inc. have made an agreement in which Ericsson
has purchased 375,000 newly issued shares of Merrimac common stock, representing
approximately 17.5% of Merrimac's outstanding common stock, at a price of $9.00
per share. This agreement gives Ericsson Microelectronics priority access to
Merrimac's patent-pending Multi-Mix(TM) Microtechnology, a new, innovative
process for microwave, multilayer integrated circuits and modules to be used in
present and future mobile telecom applications.
The Multi-Mix(TM) design consists of fusion bonded multilayer structures, which
permits manufacture of components and subsystems at a fraction of the size and
weight of conventional microstrip and stripline products. Ericsson intends to
employ the promising Multi-Mix(TM) technology in present and future RF
applications, including RF Power. Ericsson is investigating the possibility of
employing Multi-Mix(TM) technology for Bluetooth transceivers.
Mason N. Carter, Chairman and CEO of Merrimac, commented: "This commitment by
Ericsson is recognition of the unique capabilities of Multi-Mix(TM)
Microtechnology for the rapidly growing wireless telecommunications market.
Since Multi-Mix(TM) packaging is versatile and allows for out-of-the-box
thinking for a broad variety of solutions, our relationship with Ericsson will
foster creative co-development of wireless technologies.
"We have been increasing capacity and have implemented significant operational
efficiencies. We are now planning to further expand Multi-Mix(TM) processes to
accommodate higher volumes of components, assemblies and Micro-Multifunction
Modules (MMFM(TM)) that we expect this relationship will generate."
Bo Andersson, Vice President and General Manager of Ericsson Microelectronics
AB, commented: "We believe that by combining Ericsson Microelectronics'
state-of-the-art wafer processing and wireless know-how with Multi-Mix(TM)
technology, we will be able to provide our customers with even more consistent
and more functional RF components and modules. Potential applications include
our HIT(TM)(High Impedance Technology) product lines as well as our
industry-leading Bluetooth transceivers.
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"By forming this close partnership with Merrimac we expect to speed our time to
market with new and higher value products that will further demonstrate our
leadership in the microelectronics industry."
Merrimac Industries, Inc. and its subsidiary Filtran Microcircuits Inc., with
locations in West Caldwell, NJ, San Jose, Costa Rica and Ottawa, Ontario, Canada
have approximately 200 co-workers in the design and manufacture of signal
processing components, gold plating of high frequency microstrip, bonded
stripline and thick metal-backed Teflon (PTFE) micro-circuitry and subsystems
providing Total Integrated Packaging Solutions for wireless applications.
Merrimac (MRM) is listed on the American Stock Exchange. Please visit Merrimac's
website at: http://www.merrimacind.com
Ericsson is the leading provider in the new telecoms world, with communications
solutions that combine telecom and datacom technologies with the freedom of
mobility for the user. With more than 100,000 employees in 140 countries,
Ericsson simplifies communications for its customers -- network operators,
service providers, enterprises and consumers -- the world over. Please visit
Ericsson's Press Room at: http://www.ericsson.se/pressroom
FOR FURTHER INFORMATION, PLEASE CONTACT
Kathy Egan, Vice President Communications, Ericsson Inc.
Phone: +1 212-685-4030; E-mail: [email protected]
Tom Moller, Vice President and General Manager, Ericsson Inc., Microelectronics,
Phone: + 1 408-776-0612; E-mail: [email protected]
Bengt Callmer, Director of Communications, Ericsson Microelectronics AB,
Phone: + 46 8 757-4689; E-mail: [email protected]
Mason N. Carter, Chairman and CEO, Merrimac Industries, Inc.
Phone: +1 973-575-1300, ext. 202; E-mail: [email protected]
About Ericsson Microelectronics
Ericsson Microelectronics is a supplier of world class microelectronic
components for wireless applications, broadband communications, fixed access and
communication via fiber optics. The product portfolio also includes miniaturised
DC/DC power modules for distributed power architectures. Ericsson
Microelectronics, with its global design, development, manufacturing and sales
network, is a leading supplier of products to meet the increasing speed,
bandwidth and mobility requirements in the New Telecoms World.
<PAGE>
About Merrimac
Merrimac Industries Inc. is a leader in the design and manufacture of
RF/Microwave components, assemblies and MMFM(TM) (Micro-Multifunction Modules)
serving the wireless telecommunications industry worldwide with enabling
technologies for critical commercial applications. Merrimac is focused on
providing Total Integrated Packaging Solutions with Multi-Mix(TM)
Microtechnology a leading edge competency providing value to our customers
through miniaturization and integration. The Multi-Mix(TM) process for
microwave, multilayer integrated circuits and Micro-Multifunction Modules
(MMFM)(TM) is a patent-pending method developed at Merrimac Industries based on
fluoropolymer composite substrates. The fusion bonding of multilayer structures
provides a homogeneous dielectric medium for superior electrical performance at
microwave frequencies. The bonded layers may incorporate embedded semiconductor
devices, MMICs, etched resistors, passive circuit elements and plated-through
via holes to form a 3-D subsystem enclosure that requires no further packaging.
Multi-Mix(TM) Microtechnology is ISO-9001 certified.
This press release contains statements relating to future results of Merrimac
(including certain projections and business trends) that are "forward-looking
statements" as defined in the Private Securities Litigation Reform Act of 1995.
Actual results may differ materially from those projected as a result of certain
risks and uncertainties. These risks and uncertainties include, but are not
limited to: general economic and industry conditions; slower than anticipated
penetration into the satellite communications, defense and wireless markets; the
risk that the benefits expected from the acquisition of Filtran Microcircuits
Inc. are not realized; the ability to protect proprietary information and
technology; competitive products and pricing pressures; risks relating to
governmental regulatory actions in communications and defense programs; and
inventory risks due to technological innovation, as well as other risks and
uncertainties, including but not limited to those detailed from time to time in
Merrimac's Securities and Exchange Commission filings. These forward-looking
statements are made only as of the date hereof, and Merrimac undertakes no
obligation to update or revise the forward-looking statements, whether as a
result of new information, future events or otherwise.
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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 between Ericsson 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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