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 (Date of earliest event reported): February 28, 2002
-----------------
MERRIMAC INDUSTRIES, INC.
-------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-11201 22-1642321
-------- ------- ----------
(State of incorporation (Commission File Number) (IRS Employer
or organization) Identification Number)
41 Fairfield Place, West Caldwell, New Jersey 07006
--------------------------------------------- -----
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (973) 575-1300
--------------
ITEM 5. OTHER EVENTS
On February 28, 2002, Merrimac Industries, Inc. (the "Company")
entered into a subscription agreement (the "Subscription Agreement") for
common stock with DuPont Chemical and Energy Operations, Inc., ("DCEO") a
subsidiary of E.I. DuPont de Nemours and Company ("DuPont"). Pursuant to the
Subscription Agreement, the Company sold to DCEO 528,413 shares of common
stock, par value $0.01 per share (the "Common Stock") at a price of $10.00 per
share of Common Stock. Pursuant to the Subscription Agreement, DCEO purchased
approximately 16.6% of the outstanding Common Stock of the Company after
giving effect to the sale, for an aggregate purchase price of $5,284,130 in
cash.
In connection with the purchase by DCEO of the Company's Common
Stock, the Company, DCEO and Dupont also entered into a registration rights
agreement (the "Registration Rights Agreement").
Reference is hereby made to the Company's press release dated
February 28, 2002 which is attached hereto as Exhibit 99.1 and incorporated
herein by reference.
In addition, on February 28, 2002, the Company amended the Rights
Agreement dated as of March 9, 1999, as amended (the "Rights Agreement"),
between the Company and Mellon Investor Services LLC (f.k.a. ChaseMellon
Shareholder Services, L.L.C.), as rights agent, to permit DCEO and DuPont to
purchase the Company's Common Stock pursuant to the Subscription Agreement
without DCEO and DuPont becoming an "Acquiring Person" within the meaning of
the Rights Agreement.
In addition, on February 28, 2002, the Company's board of directors
appointed David B. Miller to the Company's board of directors. David B. Miller
is Vice President and General Manager of DuPont Electronic Technologies.
The foregoing description of the Subscription Agreement is qualified
in its entirety by reference to the full text of the Subscription Agreement,
which is attached hereto as Exhibit 99.2 and incorporated herein by reference.
The foregoing description of the Registration Rights Agreement is
qualified in its entirety by reference to the full text of the Registration
Rights Agreement, which is attached hereto as Exhibit 99.3 and incorporated
herein by reference.
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 99.4 and
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS
(c) Exhibits:
2
99.1 Press Release issued by Merrimac Industries, Inc., dated February 28,
2002.
99.2 Subscription Agreement, dated as of February 28, 2002 between Merrimac
Industries, Inc., and DuPont Chemical and Energy Operations, Inc., a
subsidiary of E.I. DuPont de Nemours and Company.
99.3 Registration Rights Agreement, dated as of February 28, 2002 between
Merrimac Industries, Inc., and DuPont Chemical and Energy Operations,
Inc., a subsidiary of E.I. DuPont de Nemours and Company.
99.4 Amendment No. 5, dated February 28, 2002, to the Rights Agreement,
between Merrimac Industries, Inc. and Mellon Investor Services LLC
(f.k.a. ChaseMellon Shareholder Services, L.L.C.), as Rights Agent.
99.5 Press Release issued by Merrimac Industries, Inc. dated March 5, 2002.
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
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
Date: March 6, 2002
4