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UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION ------------------------
Washington, D.C. 20549 OMB Number: 3235-0145
Expires: November 30,
1999
Estimated average burden
hours per response 14.90
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SCHEDULE 13G
Under the Securities Exchange Act of 1934*
Merrimac Industries, Inc., 41 Fairfield Place, West Caldwell, New Jersey 07006
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
59026200
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(CUSIP Number)
April 9, 2000
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(Date of Event Which Requires Filing of this Statement)
Check the following box to designate the rule pursuant to which the Schedule is
filed:
[_] Rule 13d-1(b)
X Rule 13d-1(c)
[_] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act
of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB control number.
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CUSIP NO. 59026200
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ericsson Holding International B.V., a Netherlands corporation
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
--------------------------------------------------------------------
(b)
--------------------------------------------------------------------
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION Netherlands
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5 SOLE VOTING POWER 375,000 (for entire Group)
-----------------------------------------------------------
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -----------------------------------------------------------
EACH
REPORTING 7 SOLE DISPOSITIVE POWER 375,000 (for Entire Group)
PERSON
WITH -----------------------------------------------------------
8 SHARED DISPOSITIVE POWER
- ------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 375,000
- ------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 17.5%
- ------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) FOR ALL REPORTING PERSONS:
CO
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CUSIP NO. 59026200
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ericsson Cables Holdings A.B., a Swedish corporation
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
--------------------------------------------------------------------
(b)
--------------------------------------------------------------------
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION Sweden
- ------------------------------------------------------------------------------
5 SOLE VOTING POWER 375,000 (for entire Group)
-----------------------------------------------------------
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -----------------------------------------------------------
EACH
REPORTING 7 SOLE DISPOSITIVE POWER 375,000 (for Entire Group)
PERSON
WITH -----------------------------------------------------------
8 SHARED DISPOSITIVE POWER
- ------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 375,000
- ------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 17.5%
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12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) FOR ALL REPORTING PERSONS:
CO
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CUSIP NO. 59026200
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Telefonaktiebolaget L.M. Ericsson, A.B., a Swedish corporation
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
--------------------------------------------------------------------
(b)
--------------------------------------------------------------------
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION Sweden
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5 SOLE VOTING POWER 375,000
-----------------------------------------------------------
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -----------------------------------------------------------
EACH
REPORTING 7 SOLE DISPOSITIVE POWER 375,000
PERSON
WITH -----------------------------------------------------------
8 SHARED DISPOSITIVE POWER
- ------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 375,000
- ------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
- ------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 17.5%
- ------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) FOR ALL REPORTING PERSONS:
CO
- ------------------------------------------------------------------------------
<PAGE>
INSTRUCTIONS FOR SCHEDULE 13G
Instructions for Cover Page
(1) Names and l.R.S. Identification Numbers of Reporting Persons--Furnish the
full legal name of each person for whom the report is filed--i.e., each
person required to sign the schedule itself--including each member of a
group. Do not include the name of a person required to be identified in the
report but who is not a reporting person. Reporting persons that are
entities are also requested to furnish their I.R.S. identification numbers,
although disclosure of such numbers is voluntary, not mandatory (see
"SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G" below).
(2) If any of the shares beneficially owned by a reporting person are held as a
member of a group and that membership is expressly affirmed, please check
row 2(a). If the reporting person disclaims membership in a group or
describes a relationship with other persons but does not affirm the
existence of a group, please check row 2(b) [unless it is a joint filing
pursuant to Rule 13d-l(k)(1) in which case it may not be necessary to check
row 2(b)].
(3) The third row is for SEC internal use; please leave blank.
(4) Citizenship or Place of Organization--Furnish citizenship if the named
reporting person is a natural person. Otherwise, furnish place of
organization.
(5) (9), (11) Aggregate Amount Beneficially Owned By Each Reporting Person,
Etc.--Rows (5) through (9) inclusive, and (11) are to be completed in
accordance with the provisions of Item 4 of Schedule 13G. All percentages
are to be rounded off to the nearest tenth (one place after decimal point).
(10) Check if the aggregate amount reported as beneficially owned in row (9)
does not include shares as to which beneficial ownership is disclaimed
pursuant to Rule 13d-4 (17 CFR 240.13d-4) under the Securities Exchange Act
of 1934.
(12) Type of Reporting Person--Please classify each "reporting person" according
to the following breakdown (see Item 3 of Schedule 13G) and place the
appropriate symbol on the form:
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Category Symbol
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Broker Dealer BD
Bank BK
Insurance Company IC
Investment Company IV
Investment Adviser IA
Employee Benefit Plan, Pension Fund, or Endowment Fund EP
Parent Holding Company/Control Person HC
Savings Association SA
Church Plan CP
Corporation CO
Partnership PN
Individual IN
Other OO
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Notes:
Attach as many copies of the second part of the cover page as are needed, one
reporting person per page.
Filing persons may, in order to avoid unnecessary duplication, answer items on
the schedules (Schedule 13D, 13G or 14D-1) by appropriate cross references to an
item or items on the cover page(s). This approach may only be used where the
cover page item or items provide all the disclosure required by the schedule
item. Moreover, such a use of a cover page item will result in the item becoming
a part of the schedule and accordingly being considered as "filed" for purposes
of Section 18 of the Securities Exchange Act or otherwise subject to the
liabilities of that section of the Act.
Reporting persons may comply with their cover page filing requirements by
filing either completed copies of the blank forms available from the Commission,
printed or typed facsimiles, or computer printed facsimiles, provided the
documents filed have identical formats to the forms prescribed in the
Commission's regulations and meet existing Securities Exchange Act rules as to
such matters as clarity and size (Securities Exchange Act Rule 12b-12).
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SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G
Under Sections 13(d), 13(g), and 23 of the Securities Exchange Act of 1934 and
the rules and regulations thereunder, the Commission is authorized to solicit
the information required to be supplied by this schedule by certain security
holders of certain issuers.
Disclosure of the information specified in this schedule is mandatory, except
for I.R.S. identification numbers, disclosure of which is voluntary. The
information will be used for the primary purpose of determining and disclosing
the holdings of certain beneficial owners of certain equity securities. This
statement will be made a matter of public record. Therefore, any information
given will be available for inspection by any member of the public.
Because of the public nature of the information, the Commission can use it for
a variety of purposes, including referral to other governmental authorities or
securities self-regulatory organizations for investigatory purposes or in
connection with litigation involving the Federal securities laws or other civil,
criminal or regulatory statutes or provisions. I.R.S. identification numbers, if
furnished, will assist the Commission in identifying security holders and,
therefore, in promptly processing statements of beneficial ownership of
securities.
Failure to disclose the information requested by this schedule, except for
l.R.S. identification numbers, may result in civil or criminal action against
the persons involved for violation of the Federal securities laws and rules
promulgated thereunder.
GENERAL INSTRUCTIONS
A. Statements filed pursuant to Rule 13a-l(b) containing the information
required by this schedule shall be filed not later than February 14
following the calendar year covered by the statement or within the time
specified in Rules 13d-l(b)(2) and 13d-2(c). Statements filed pursuant to
Rule 13d-1(c) shall be filed within the time specified in Rules 13d-1(c),
13d-2(b) and 13d-2(d). Statements filed pursuant to Rule 13a-l(d) shall be
filed not later than February 14 following the calendar year covered by the
statement pursuant to Rules 13a-l(d) and 13d-2(b).
B. Information contained in a form which is required to be filed by rules under
section 13(f) (15 U.S.C. 78m(f)) for the same calendar year as that covered
by a statement on this schedule may be incorporated by reference in response
to any of the items of this schedule. If such information is incorporated by
reference in this schedule, copies of the relevant pages of such form shall
be filed as an exhibit to this schedule.
C. The item numbers and captions of the items shall be included but the text of
the items is to be omitted. The answers to the items shall be so prepared as
to indicate clearly the coverage of the items without referring to the text
of the items. Answer every item. If an item is inapplicable or the answer is
in the negative, so state.
Item 1.
(a) Name of Issuer: Merrimac Industries, Inc.
(b) Address of Issuer's Principal Executive Offices: 41 Fairfield Place,
West Caldwell, New Jersey 07006
Item 2.
(a) Name of Person Filing: Ericsson Holding International, B.V., a
Netherlands corporation
Address of Principal Business Offices or, if none, Residence: Ericsson
Straat #2, P.O. Box 8, NL-5120 AA, Rijen, Netherlands
Citizenship: Netherlands
(b) Name of Person Filing: Ericsson Cables Holding, A.B., a Swedish
corporation
Address of Principal Business Offices or, if none, Residence:
Cabelvagen 1, SE-82482, Hudiksvall, Sweden
Citizenship: Sweden
(c) Name of Person Filing: Telefonaktiebolaget LM Ericsson, a Swedish
corporation
Address of Principal Business Offices or, if none, Residence:
Telefonvagen 30, SE - 12625 Stockholm, Sweden
Citizenship: Sweden
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number of Issuer: 59026200
<PAGE>
Item 3. If this statement is filed pursuant to (S)(S)240.13d-1(b) or 240.13d-
2(b) or (c), check whether the person filing is a:
(a) [_] Broker or dealer registered under section 15 of the Act (15 U.S.C.
70o)
(b) [_] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c)
(c) [_] Insurance company as defined in section 3(a)(19) of the Act (15
U.S.C. 78c)
(d) [_] Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8)
(e) [_] An investment adviser in accordance with (S)240.13d-1(b)(1)(ii)(E)
(f) [_] An employee benefit plan or endowment fund in accordance with
(S)240.13d-1(b)(1)(ii)(F)
(g) [_] A parent holding company or control person in accordance with
(S)240.13d-1(b)(1)(ii)(G)
(h) [_] A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813)
(i) [_] A church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3)
(j) [_] Group, in accordance with (S)240.13d-1(b)(1)(ii)(J)
Item 4. Ownership
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount Beneficially Owned: 375,000.
---------
(b) Percent of Class: 17.5%.
-----
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 375,000.
-------
(ii) Shared power to vote or to direct the vote: .
--------------
(iii) Sole power to dispose or to direct the disposition of: 375,000.
-------
(iv) Shared power to dispose or to direct the disposition of: .
-------
Instruction: For computations regarding securities which represent a right to
acquire an underlying security see (S)240.13d-3(d)(1).
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more that five
percent of the class of securities, check the following .
Instruction: Dissolution of a group requires a response to this item.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund his not required.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company
If a parent holding company has filed this schedule, pursuant to Rule 13d-
1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the
identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-
1(d), attach an exhibit stating the identification of the relevant subsidiary.
Item 8. Identification and Classification of Members of the Group
<PAGE>
If a group has filed this schedule pursuant to (S)240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and Item 3
classification of each member group. If a group has filed this schedule pursuant
to (S)240.13d-1(c) or (S)240.13d-1(d), attach an exhibit stating the identity of
each member of the group.
Item 9. Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.
Item 10. Certification
(a) The following certifications shall be included if the statement is
filed pursuant to (S)240.13d-1(b):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in
the ordinary course of business and were not acquired and are not held
for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any transaction
having that purpose or effect.
(b) The following certification shall be included if the statement is
filed pursuant to (S)240.13d-1(c):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that that information set forth in this statement is true, complete and correct.
April 18, 2000
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Date
/s/ Lawrence F. Lyles,
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Signature
Lawrence F. Lyles
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Name/Title
VICE PRESIDENT, ERICSSON INC.
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Title
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ATTORNEY-IN-FACT
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power or attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
NOTE: including all exhibits. See (S)240.13d-7 for other parties for whom
copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)
<PAGE>
TABLE OF EXHIBITS
EXHIBIT A. Authorization for Mr. Lawrence F. Lyles to execute Schedule 13G for
Telefonaktiebolaget LM Ericsson and for other Reporting Persons.
<PAGE>
Exhibit A
POWER OF ATTORNEY
We, the undersigned Telefonaktiebolaget LM Ericsson (publ) ("Ericsson") having
our registered office at Telefonplan, S-126 25 Stockholm, Sweden, do hereby
authorize Mr. Lawrence F. Lyles to on our behalf make a filing to the U.S.
Securities and Exchange Commission following the acquisition on April 9, 2000,
by Ericsson's wholly owned subsidiary Ericsson Holding International B.V., of
375,000 shares of common stock in Merrimac Industries Inc.
This power of attorney is valid until May 31st, 2000.
Stockholm, April 19, 2000
TELEFONAKTIEBOLAGET LM ERICSSON (publ)
/SGD/ CARL OLOF BLOMQVIT /SGD/ MANS EKELOF
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Carl Olof Blomqvit Mans Ekelof
Senior Vice President Vice President
General Counsel Assistant General Counsel
