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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. 3
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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
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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. 3 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. 3 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. 3 dated as of October
26, 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, Ericsson Holding International, B.V.,
together with its affiliates and associates and Adam Smith Investment Partners,
L.P. 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 amended by Amendment No. 2 to the Rights Agreement dated as of April
7, 2000 ("Amendment No. 2"), and as amended by Amendment No. 3 to the Rights
Agreement dated as of October 26, 2000 ("Amendment No. 3") 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:
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<PAGE>
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 ("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, Amendment No. 2 which is attached as Exhibit
1(b) to the Company's Current Report on Form 8-K filed with the SEC on April 10,
2000 and incorporated herein by reference and Amendment No. 3 attached hereto as
Exhibit 1(c) and incorporated herein by reference.
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<PAGE>
Item 2. Exhibits
Item 2 of this Registration Statement is hereby amended by adding the
following new exhibit:
1(c) 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
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: October 27, 2000
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EXHIBIT INDEX
Exhibit Sequentially
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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 1 to the Company's Current Report on
Form 8-K 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, incorporated by reference to
Exhibit 1(b) to the Company's Current Report
on Form 8-K filed on April 10, 2000.
1(c) Amendment No. 3 dated as of October 26, 2000
to the Rights Agreement as of March 9, 1999,
as amended, between Merrimac Industries, Inc.
and ChaseMellon Shareholder Services, L.L.C.,
as Rights Agent.
