8-K 1 mer8k22101.txt FORM 8-K ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ------------ Date of Report: February 21, 2001 Date of Earliest Event Reported: February 21, 2001 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) Item 5. Other Events On February 21, 2001, Merrimac amended the Rights Agreement dated as of March 9, 1999, as amended (the "Rights Agreement"), between Merrimac and Mellon Investor Services, L.L.C. (f.k.a. ChaseMellon Shareholder Services, L.L.C.), as rights agent, in order to ensure that the rights afforded to shares of Merrimac's common stock under the Rights Agreement will continue to be afforded to shares of its common stock after its reincorporation merger with and into Merrimac-Delaware, Inc. a Delaware corporation and wholly-owned subsidiary of Merrimac, expected to be consummated on February 22, 2001. The reincorporation merger is being undertaken for the purpose of reincorporating Merrimac in the state of Delaware. The foregoing description of the amendment to the Rights Agreement is qualified in its entirety by reference to the full text of Amendment No. 4 to the Rights Agreement, which is attached hereto as Exhibit 1(d) and incorporated herein by reference. Item 7. Exhibits 1(d) Amendment No. 4 dated as of February 21, 2001 to the Rights Agreement dated as of March 9, 1999, as amended, between Merrimac Industries, Inc. and Mellon Investor Services, L.L.C. (f.k.a. ChaseMellon Shareholder Services, L.L.C.), as Rights Agent. 2 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: February 21, 2001 3 EXHIBIT INDEX Sequentially Exhibit Numbered Page ------- ------------- 1(d) Amendment No. 4 dated as of February 21, 2001 to the Rights Agreement dated as of March 9, 1999, as amended, between Merrimac Industries, Inc. and Mellon Investor Services, L.L.C. (f.k.a. ChaseMellon Shareholder Services, L.L.C.), as Rights Agent. 4