8-K

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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: October 27, 2000  Date of Earliest Event
                           Reported: October 26, 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





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          (Former name or former address, if changed since last report)




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Item 5.  Other Events

         On October 26, 2000, Merrimac Industries, Inc. ("Merrimac") entered
into subscription agreements for common stock and warrants with each of three
groups of investors including (i) investors led by Adam Smith Investment
Partners, L.P. and certain of its affiliates (the "Adam Smith Investors"), (ii)
Ericsson Holding International, B.V. ("EHI") and (iii) three members of the
board of directors of Merrimac (the "Director Investors"). Pursuant to the
subscription agreements, Merrimac sold to the investors units at a price of
$12.80 per unit, each unit consisting of one share of common stock of the
Company and one three-year warrant to purchase one additional share of common
stock of the Company with an exercise price of $21.25 ("Units"). Pursuant to the
subscription agreements, the Adam Smith Investors purchased 240,000 Units, EHI
purchased 100,000 Units and the Director Investors purchased 20,000 Units, the
common stock portion of which representing approximately 14% of the outstanding
stock of the Company after giving effect to the sales, for an aggregate purchase
price of $4,608,000 in cash.

         In connection with the purchase by the Adam Smith Investors and EHI of
Merrimac common stock and warrants, Merrimac, the Adam Smith Investors and EHI
also entered into registration rights agreements which provide the Adam Smith
Investors and EHI each with two demand registrations at any time following
October 26, 2002.

         Reference is hereby made to Merrimac's press release dated
October 27, 2000 which is attached hereto as Exhibit 1 and incorporated herein
by reference.

         In addition, on October 26, 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 the
Adam Smith Investors and EHI to purchase Merrimac common stock pursuant to the
subscription agreements for common stock and warrants without Adam Smith
Investment Partners, L.P. and 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. 3 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 October 27, 2000.

2        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 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
                                               ---------------------------------
                                               Name:  Robert V. Condon
                                               Title: Vice President, Finance
                                                      and Chief Financial
                                                      Officer

Dated:  October 27, 2000




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                                  EXHIBIT INDEX


                                                                    Sequentially
Exhibit                                                             Numbered
- -------                                                             --------
                                                                    Page
                                                                    -----

1               Press Release of Merrimac dated October 27, 2000.

2               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 Rights Agent.




                                        4

EX-1

                                                                       Exhibit 1


                                                                October 27, 2000

                MERRIMAC COMPLETES $4.6 MILLION PRIVATE PLACEMENT

West Caldwell, NJ (October 27, 2000) .... Merrimac Industries, Inc. (AMEX: MRM),
a leader in the design and manufacture of RF Microwave components, assemblies
and Micro-Multifunction Modules (MMFMTM), announced today that it has closed a
private placement of common shares and warrants for aggregate cash proceeds of
$4.6 million. The Company issued to the investors 360,000 units at a price of
$12.80 per unit, each unit consisting of a share of common stock and a
three-year, non-redeemable detachable warrant to purchase an additional share of
common stock exercisable at a price of $21.25.

According to the announcement by Merrimac Chairman and CEO Mason N. Carter, the
funds will be used for working capital and to finance the continued growth of
operations resulting from the increased demand for telecommunications
components.

The investors included Adam Smith Investment Partners, L.P., a New York-based
investment firm and certain of its affiliates, Ericsson Microelectronics A.B.
and three members of the Board of Directors of Merrimac Industries, Inc.

Orin Hirschman, a principal of Adam Smith, stated, "Mason Carter and the new
management team have done a solid job growing Merrimac's military business and
moving the company into commercial segments. Merrimac's success with its
proprietary Multi-Mix(TM) packaging technology has resulted in components,
assemblies and multifunction modules for wireless infrastructure solutions. We
are especially excited about investing in Merrimac alongside Ericsson, which is
quickly emerging as the worldwide leader in providing high speed 3G wireless
infrastructure products."

Carter stated, "Developing strategic partnerships is a top priority for
Merrimac. We are pleased to work with Adam Smith and build a relationship with
an investment firm that specializes in emerging technology companies. Their
technology-related experience is an important advantage to Merrimac as we
continue to grow our markets."

Carter added, "The additional equity purchased by Ericsson is a further
indication of the confidence in Multi-Mix(TM) Microtechnology as an enabling
technology with broad application. Our growing partnership is leading to
creative wireless infrastructure solutions." Carter also noted: "The purchase by
certain members of our Board of Directors is another indication of the
confidence and commitment in our strategy and ability to execute."








About Merrimac

Merrimac Industries, Inc. is a leader in the design and manufacture of RF
Microwave components, assemblies and Micro-Multifunction Modules (MMFM(TM))
serving the wireless telecommunications industry worldwide with enabling
technologies for critical commercial applications. Merrimac is focused on
providing Total Integrated Packaging Solutions(TM) 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 MMFM(TM) is a patented method
developed at Merrimac Industries based on fluoropolymer composite substrates.
The fusion bonding of multilayer structures provides a homogenous 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. The Multi-Mix(TM) Microtechnology
Group is ISO 9001 certified.

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 240 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, MMFM(TM) and
subsystems. Merrimac (MRM) is listed on the American Stock Exchange.

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.

Note: Merrimac Industries, Inc. news releases are available in fax form by
calling Company News On-Call. Dial (800) 758-5804, ext. 567525. These news
releases are also available on the Internet at: http://www.prnewswire.com .




                                       2

EX-2

                                                                       Exhibit 2


                       AMENDMENT NO. 3 TO RIGHTS AGREEMENT

         Amendment No. 3 dated as of October 26, 2000 ("Amendment No. 3") to the
Rights Agreement dated as of March 9, 1999, as amended on June 9, 1999 and April
7, 2000 (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. 3, 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, (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, or Common
Shares converted from warrants purchased, from the Company pursuant to a letter
agreement dated as of April 7, 2000, and a Subscription Agreement for Common
Stock and Warrants dated as of October 26, 2000 among Ericsson and the Company
and (iv) Adam Smith Investment Partners, L.P., a Delaware limited partnership
("Adam Smith"), and its Affiliates and








Associates; provided that Adam Smith,together with its Affiliates and
Associates, are the Beneficial Owners of only Common Shares purchased, or Common
Shares converted from warrants purchased, from the Company pursuant to a
Subscription Agreement for Common Stock and Warrants dated as of October 26,
2000 among the Company, Adam Smith, Adam Smith Ltd. B.V., a British Virgin
Islands corporation, and other investors executing the same.

         Section 2. Benefits of this Agreement. Nothing in this Amendment No. 3
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. 3, but this Amendment No. 3 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. 3 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. 3 shall remain in full force and effect and
shall in no way be affected, impaired or invalidated.

         Section 4. Governing Law. This Amendment No. 3 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. 3 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. 3 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. 3 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. 3
to be duly executed and attested, all as of the day and year first above
written.


                                         MERRIMAC INDUSTRIEs, Inc.



                                         By  /s/ Robert V. Condon
                                         ---------------------------------------
                                             Name:   Robert V. Condon
                                             Title:  Vice President, Finance and
                                                     Chief Financial Officer




                                         CHASEMELLON SHAREHOLDER
                                          SERVICES, L.L.C., as Rights
                                          Agent



                                         By  /s/ Yvonne D. Benn
                                         ---------------------------------------
                                             Name:  Yvonne D. Benn
                                             Title: Relationship Manager