-----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, DqBcdPUZPO2RIUamlD7haPsIEpdAt9gCwO1x4OM/v3Wy34+WFLpSTDUBGZ61KVze oSJ6Zf4wDwYaA/+unAXgCw== 0000893838-99-000298.txt : 19991108 0000893838-99-000298.hdr.sgml : 19991108 ACCESSION NUMBER: 0000893838-99-000298 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991105 ITEM INFORMATION: FILED AS OF DATE: 19991105 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: 99741821 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 UNITED STATES 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 November 5, 1999 (November 5, 1999) --------------------------------------------------------------------------- Date of Report (Date of earliest event reported) MERRIMAC INDUSTRIES, INC. --------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) New Jersey 0-11201 22-1642321 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 41 Fairfield Place, West Caldwell, New Jersey 07006-6287 --------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (973) 575-1300 ---------------------- INFORMATION TO BE INCLUDED IN THE REPORT Item 5. Other Events. - ------ ------------ Registrant's press release dated November 5, 1999 is filed herewith as Exhibit 20 and is incorporated herein by reference. Item 7. Financial Statements and Exhibits. - ------ --------------------------------- (c) Exhibits. -------- 20. Press Release of Registrant dated November 5, 1999. SIGNATURE --------- Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized. MERRIMAC INDUSTRIES, INC. ------------------------- (Registrant) By /s/ Robert V. Condon ------------------------- Robert V. Condon Vice President, Finance and Chief Financial Officer Date: November 5, 1999 EXHIBIT INDEX Sequentially Exhibit Numbered Page - ------- ------------- 20. Press Release of Registrant dated November 5, 1999. EX-1 2 PRESS RELEASE OF REGISTRANT DATED 11/05/99 Exhibit 20 Merrimac Reports Third Quarter and Nine Months 1999 Results West Caldwell, N.J., November 5, 1999: Merrimac Industries, Inc. today announced results for the third quarter and nine months of 1999. Third quarter 1999 sales of $5,328,000 increased 4% compared to third quarter sales of the prior year of $5,121,000. Net income for the third quarter of 1999 was $110,000 or a decrease of $138,000 compared to 1998. Diluted net income per share was $.06 compared to the diluted per share amount of $.14 reported for the third quarter of the prior year. For the first nine months of 1999 sales of $15,192,000 decreased 8% compared to the prior year's nine-month sales of $16,487,000. Net income decreased to $405,000 compared to $1,084,000 reported in the first nine months of 1998, and diluted net income per share decreased to $.23 compared to diluted net income per share of $.59 reported in the first nine months of the prior year. Orders received during the third quarter of 1999 were $4.4 million. The backlog at the end of the third quarter of 1999 was $8.0 million, which includes $600,000 at recently acquired Filtran Microcircuits Inc., an increase of $1.8 million or 29% over year-end 1998. Chairman and CEO Mason N. Carter commented: "Our third quarter performance met our expectations, and year-to-date we are ahead of our order and profit plan in this transition year. Operating performance reflects the team effort and positive changes that we have implemented to our infrastructure. Record marks have been achieved for on-time delivery and inventory management, while late backlog has been virtually eliminated. Our research and development expenses were $577,000 for the third quarter and $1,524,000 for the nine-month period, which are more than double those of the year before. "Market development of Multi-Mix Microtechnology overall is positive with significant activity in wireless telecommunications including PCS and cellular applications, broadband applications, point-to-multipoint such as LMDS, point-to-point infrastructure backbone, and wireless LAN. This unique, proprietary technology is recognized for its ubiquitous application in wireless base stations. We consistently identify new applications for Multi-Mix solutions, which some customers have dubbed 'an ASIC for RF/Microwave'. "Recently, Factory Mutual Research awarded the prestigious ISO 9001 Certification to our Multi-Mix Microtechnology Group manufacturing facility. This Certification is the recognized standard for quality by our industry worldwide. It provides assurance to our customers of our commitment to provide world class Multi-Mix products and services." 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; 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. 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 220 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, micro-multifunction modules (MMFM ) and subsystems providing Total Integrated Packaging Solutions for high-performance, mission-critical applications in communications, defense, and aerospace markets. Merrimac (MRM) is listed on the American Stock Exchange. Contact: Mason N. Carter Fax: (973) 882-5989 Chairman and CEO Email: mnc@merrimacind.com Phone: (973) 575-1300, ext. 202 Internet: http://www.merrimacind.com 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. Merrimac Industries, Inc. Summary of Consolidated Statements of Operations (Unaudited)
Quarter Ended October 2 October 3 1999 1998 ----------------------------------- Net sales $5,328,000 $5,121,000 Gross profit 2,634,000 2,269,000 Selling, general and administrative expenses 1,821,000 1,675,000 Research and development 577,000 282,000 Interest and other expense (income), net 66,000 (37,000) Income before income taxes 170,000 349,000 Provision for income taxes 60,000 101,000 Net income 110,000 248,000 Net income per common share - basic $.06 $.14 Net income per common share - diluted $.06 $.14 Weighted average number of shares outstanding - basic 1,741,000 1,783,000 Weighted average number of shares outstanding - diluted 1,772,000 1,806,000
Nine Months Ended October 2 October 3 1999 1998 ----------------------------------- Net sales $15,192,000 $16,487,000 Gross profit 7,345,000 7,386,000 Selling, general and administrative expenses 5,053,000 5,033,000 Research and development 1,524,000 746,000 Interest and other expense (income), net 145,000 (66,000) Income before income taxes 623,000 1,673,000 Provision for income taxes 218,000 589,000 Net income 405,000 1,084,000 Net income per common share - basic $.23 $.62 Net income per common share - diluted $.23 $.59 Weighted average number of shares outstanding - basic 1,750,000 1,759,000 Weighted average number of shares outstanding - diluted 1,776,000 1,831,000
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