-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VsajMgBOw69+vUT2YIt9MmLp1yaGJPd5xC0Qa008SGH1KiAzaju7VzI+qpk7no7G jUiQ6PAj0sJnXFv+3zpUqA== 0000893838-01-500062.txt : 20010224 0000893838-01-500062.hdr.sgml : 20010224 ACCESSION NUMBER: 0000893838-01-500062 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010222 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MERRIMAC INDUSTRIES INC CENTRAL INDEX KEY: 0000706864 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 221642321 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-09970 FILM NUMBER: 1552355 BUSINESS ADDRESS: STREET 1: 41 FAIRFIELD PL CITY: W CALDWELL STATE: NJ ZIP: 07006-0986 BUSINESS PHONE: 9735751300 MAIL ADDRESS: STREET 1: 41 FAIRFIELD PLACE CITY: WEST CALDWELL STATE: NJ ZIP: 07007-0986 8-K 1 mer8k22201.txt FROM 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 22, 2001 Date of Earliest Event Reported: February 21, 2001 MERRIMAC INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware 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 22, 2001, Merrimac Industries, Inc. issued a press release announcing that the Reincorporation, which was approved at the February 21, 2001 Special Meeting of Shareholders, was completed, and the Company, which had been incorporated in New Jersey, was reincorporated in Delaware. A copy of the February 22, 2001 press release is attached hereto as Exhibit 99.1. Item 7. Exhibits 99.1 Press Release issued by Merrimac Industries, Inc. on February 22, 2001 announcing the completion of the reincorporation of the Company in Delaware, which reincorporation had been approved by the Shareholders at the Special Meeting of Shareholders held on February 21, 2001. 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 22, 2001 3 EXHIBIT INDEX Sequentially Exhibit Numbered Page - ------- ------------- 99.1 Press Release issued by Merrimac Industries, Inc. on February 22, 2001 announcing the completion of the reincorporation of the Company in Delaware, which reincorporation had been approved by the Shareholders at the Special Meeting of Shareholders held on February 21, 2001. 4 EX-99 2 mer8k22201x991.txt EXHIBIT 99.1 Exhibit 99.1 News Release FOR RELEASE February 22, 2001 Contact: Allen & Caron Inc Merrimac Industries, Inc. Michael Mason (investors) Mason N. Carter, Chairman & CEO 212-691-8087 973-575-1300, ext. 202 michaelm@allencaron.com mnc@merrimacind.com Allen & Caron Inc Merrimac Industries, Inc. Kari Rinkeviczie (media) Erika A. Barsness, Investor Relations 616-647-0780 973-575-1300, ext. 200 kari@allencaron.com eab@merrimacind.com SHAREHOLDERS APPROVE DELAWARE REINCORPORATION WEST CALDWELL, NJ (February 22, 2001) .... Merrimac Industries, Inc. (AMEX: MRM), a leader in the design and manufacture of RF Microwave components, assemblies and Micro-Multifunction (MMFM(R)) Modules, announced today that its Reincorporation, which was approved at the February 21, 2001 Special Meeting of Shareholders, was completed and the Company which had been incorporated in New Jersey is now incorporated in Delaware. The Special Meeting had originally been called for January 23, but had been adjourned to allow additional time for Shareholders to cast their votes. Chairman and CEO, Mason N. Carter commented, "We are pleased with the overwhelming support that this proposal has received. Now Merrimac can move forward as a Delaware corporation with all the entitlements afforded by being incorporated in that state." The reincorporation in Delaware permits the Company to operate under the highly developed and predictable Delaware corporate legal system. The reincorporation also provides the Company with additional capital stock which the Company can use for acquisitions and other business opportunities that may arise in the future, for greater financial flexibility in raising new capital, and for the possibility of future stock dividends and stock splits should the Board of Directors determine such action is warranted. The Company has no current contracts, commitments, plans or intention to issue any of the increased authorized capital stock and, in particular to issue any preferred stock that is convertible into common stock that would dilute existing shareholders. About Merrimac Merrimac Industries Inc. is a leader in the design and manufacture of RF Microwave components, assemblies and Micro-Multifunction (MMFM(R)) Modules serving the wireless telecommunications industry worldwide with enabling technologies for commercial applications. Merrimac is focused on providing Total Integrated Packaging Solutions(TM) with Multi-Mix(R) Microtechnology, a leading edge competency providing value to our customers through miniaturization and integration. The Multi-Mix(R) process for microwave, multilayer integrated MMFM(R) circuits is a patented method developed at Merrimac Industries based on fluoropolymer composite substrates. The fusion bonding of multilayer structures provides a homogeneous 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 three-dimensional subsystem enclosure that requires no further packaging. Merrimac Industries, Inc. 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 260 co-workers dedicated to the design and manufacture of signal processing components, gold plating of high frequency microstrip, bonded stripline and thick metal-backed Teflon (PTFE) micro-circuitry and subsystems providing Total Integrated Packaging Solutions(TM) wireless applications. Merrimac (MRM) is listed on the American Stock Exchange. For more information about Merrimac Industries, visit its home page at www.merrimacind.com For additional investor relations information, visit the Allen & Caron Inc website at www.allencaron.com 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 . -----END PRIVACY-ENHANCED MESSAGE-----