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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
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(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
Merrimac Industries, Inc.
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(Name of Registrant as Specified In Its Charter)
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Merrimac Industries, Inc.
41 Fairfield Place
West Caldwell, NJ 07006-6287
Mason N. Carter January 4, 2001
Chairman of the Board
IMPORTANT REMINDER
Dear Fellow Shareholder:
On December 19, 2000, we sent you important proxy materials relating to our
Special Meeting of Shareholders to be held at the Company's offices at 41
Fairfield Place, West Caldwell, New Jersey on January 23, 2001 at 10:00 a.m.
local time. Whether or not you plan to attend the meeting, please take the time
to vote your shares today.
At the meeting, you are being asked to approve a proposal to reincorporate the
Company from New Jersey to Delaware by merging the Company into a Delaware
subsidiary to be named Merrimac Industries, Inc. when the merger becomes
effective. After careful consideration and with the advice of the Company's
counsel and investment bankers, your Board of Directors unanimously recommends
that shareholders approve this proposal.
As a result of the reincorporation merger, the Company would have the authority
to issue 21 million shares of capital stock, of which up to 1 million shares may
be preferred stock. The Company is currently authorized to issue 5 million
shares of common stock. The Board of Directors believes that, given the current
size of the Company and its business, it would be appropriate and desirable that
the Company have the greater financial flexibility afforded by this increase in
authorized capital stock.
This proposal requires the approval of 80% of the outstanding shares entitled to
vote at the meeting. A non-vote or an abstention will have the same effect as a
vote AGAINST the proposal. Regardless of the number of shares you hold, every
vote counts.
Please follow the enclosed instructions and vote by telephone or internet
today! You may also return the enclosed voting instruction form in the envelope
provided. Should you have any questions, please contact Mackenzie Partners,
Inc., our proxy solicitor, at (800) 322-2885.
Very truly yours,
/s/ Mason N. Carter
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Mason N. Carter
Chairman of the Board
