SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
MERRIMAC INDUSTRIES. INC.
- -------------------------
(Name of Registrant as Specified In Its Charter)
MERRIMAC INDUSTRIES, INC.
- --------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing /fee (Check the appropriate box):
(X) $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2).
( ) $500 per each party to the controversy pursuant to Exchange
Act Rule 14-a-6(i)(3).
( ) Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11
1) Title of each class of securities to which transaction applies:
____________________________________________________________
2) Aggregate number of securities to which transaction applies:
____________________________________________________________
3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act 0-11:1
____________________________________________________________
4) Proposed maximum aggregate value of transaction:
___________________________________________________________
1 Set forth the amount on which the filing fee is calculated and state how it
was determined.
( ) Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:_________________________________________
2) Form, Schedule or Registration Statement No:____________________
3) Filing Party:___________________________________________________
4) Date Filed:_____________________________________________________
MERRIMAC INDUSTRIES, INC.
41 Fairfield Place
West Caldwell, NJ 07006-6287
March 18, 1996
Charles F. Huber II
Chairman of the Board
Dear Fellow Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders of
the Company to be held at The Princeton Club of New York (Telephone:
212-596-1200), 4th Floor-Room 407, 15 West 43rd Street (off of 5th Avenue), New
York, NY 10036 , on Thursday, April 25, 1996 at 5:30 pm. We look forward to the
Annual Meeting as an opportunity to meet you and to receive your comments and
suggestions.
Additional information about the Meeting and the various matters upon which
shareholders will act is found in the formal Notice of the Meeting and Proxy
Statement on the following pages. The Annual Report to Shareholders for 1995,
including financial statements, accompanies this Proxy Statement but does not
constitute a part of the proxy solicitation material.
Since it is important that your shares be represented at the Meeting, we
urge you to indicate on the enclosed proxy card your choice with respect to the
matters to be voted upon at the Meeting, sign and date the card and return it
promptly in the enclosed envelope. Please do this even if you plan to attend the
Meeting, as the return of a signed proxy will not limit your right to vote in
person but will assure that your vote will be counted in the event your plans
for personal attendance should change.
Sincerely,
/s/ Charles F. Huber II
-----------------------
Charles F. Huber II
MERRIMAC INDUSTRIES, INC.
__________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 25, 1996
To The Shareholders of
Merrimac Industries, Inc.
The Annual Meeting of Shareholders of Merrimac Industries, Inc. (the
"Company") will be held at The Princeton Club of New York (Telephone:
212-596-1200), 4th Floor-Room 407, 15 West 43rd Street, New York, NY 10036 , on
Thursday, April 26, 1996, at 5:30 pm. Eastern Daylight Time, for the following
purposes:
(1) to elect a Board of five Directors to serve until the next Annual
Meeting of Shareholders and until their successors are duly elected
and qualified;
(2) to ratify and approve the action of the Board of Directors in
appointing J.H. Cohn & Company as independent auditors for the current
fiscal year; and
(3) to transact such other business as may properly come before the
Meeting.
Holders of Common Stock of record at the close of business on March 8, 1996
are entitled to notice of and to vote at the Meeting.
By Order of the Board of Directors,
JOHN J. ANTONICH
Secretary
West Caldwell, New Jersey
March 18, 1996
PLEASE FILL IN, DATE, SIGN AND MAIL PROMPTLY THE ACCOMPANYING PROXY IN THE
RETURN ENVELOPE FURNISHED FOR THAT PURPOSE, WHETHER OR NOT YOU PLAN TO ATTEND
THE 1996 ANNUAL MEETING.
MERRIMAC INDUSTRIES, INC.
41 Fairfield Place
West Caldwell, New Jersey 07006-6287
PROXY STATEMENT
General Information
The Board of Directors of Merrimac Industries, Inc. (the "Company")
solicits all holders of Common Stock to vote by marking, signing, dating and
returning their proxies to be voted at the Annual Meeting of Shareholders (the
"Meeting") for the purposes stated in the Notice of Meeting. Sending in a signed
proxy will not affect a shareholder's right to attend the Meeting and vote in
person. A proxy may be revoked at any time before it is exercised, and such
right is not limited by or subject to compliance with any specified formal
procedure. Presence at the Meeting does not of itself revoke the proxy. If a
shareholder wishes to give a proxy to someone other than the Company's
designees, he or she may cross out the names appearing on the enclosed proxy,
insert the name of such other person, and sign and give the card to that person
for use at the Meeting.
The Proxy Statement and the accompanying form of proxy are being mailed to
shareholders on or about March 18, 1996.
The cost of solicitation will be paid by the Company. In addition to the
use of the mails, proxies may be solicited by employees of the Company by
telephone, telegraph, fascimile or in person. The Company expects to pay
compensation for the solicitation of proxies, plus expenses to Corporate
Investor Communications (CIC) to supply brokers and other persons with proxy
materials for forwarding to beneficial holders of Common Stock. The Company
expects to pay CIC a fee of approximately $2,500.00 for its services. The
Company will also reimburse such brokers and other persons for expenses related
to such forwarding.
Each holder of Common Stock of record at the close of business on March 8,
1996, is entitled to one vote for each share of Common Stock then held. At the
close of business on that date, there were outstanding and entitled to vote
1,585,240 shares of Common Stock.
Under Securities and Exchange Commission rules, boxes and a designated
blank space are provided on the proxy card for shareholders to mark if they wish
either to vote "for," "against" or "abstain" on one or more of the proposals, or
to withhold authority to vote for one or more of the Company's nominees for
Director. New Jersey law and the Company's By-laws require the presence of a
quorum for the Meeting. A quorum is defined as a majority of the votes entitled
to be cast at the Meeting. Votes withheld from Director nominees and abstentions
will be counted in determining whether a quorum has been reached. Broker-dealer
non-votes, which are discussed in the second paragraph below, are not counted
for quorum purposes.
Assuming a quorum has been reached, a determination must be made as to the
results of the vote on each matter submitted for shareholder approval: (1) the
election of Directors; and (2) the ratification of the appointment of auditors.
The selection of the Company's auditors must be approved by a majority of the
votes cast at the Meeting. Director nominees must receive a plurality of the
votes cast at the Meeting, which means that a vote withheld from a particular
nominee or nominees will not affect the outcome of the Meeting.
Abstentions are not counted in determining the number of votes cast in
connection with the selection of auditors.
Like abstentions, broker-dealer "non-votes" on "non-routine" matters are
not counted in calculating the number of votes cast. The American Stock Exchange
has advised the Company that the election of Directors and selection of auditors
are considered "routine" items upon which broker-dealers holding shares in
street name for their customers may vote, in their discretion, on behalf of any
customers who do not furnish voting instructions within 10 days of the
shareholders' meeting.
Shareholder Proposals for the 1997 Annual Meeting
In order to be included in the proxy statement and proxy card relating to
the 1997 Annual Meeting of Shareholders, shareholder proposals must be received
by the Secretary of the Company at the above address no later than November 18,
1996.
1. ELECTION OF DIRECTORS
Nominees
At the Meeting it is proposed to elect five Directors, each to hold office
until the next Annual Meeting of Shareholders and until his successor is duly
elected and qualified. The persons named in the enclosed form of proxy will vote
such proxy for the election to the Board of Charles F. Huber II, Eugene W.
Niemiec, Arthur A. Oliner, Mason N. Carter and Reynold K. Green. All of the
nominees have been previously elected by the shareholders except Mr. green.
Voting
At the close of business on March 8, 1996, the Company had outstanding and
entitled to vote 975,439 shares of Common Stock (exclusive of 1,585,240 shares
held by the Company as treasury shares), each of which is entitled to one vote.
Directors are elected by a plurality of the votes cast.
Information About the Board of Directors
The following table sets forth certain information as of March 8, 1996,
with respect to each director and nominee:
Name and Other Positions Director
With Merrimac Age Since
------------- --- --------
Charles F. Huber II ...................... 66 1985
Chairman of the Board
Eugene W. Niemiec ........................ 56 1990
President, Chief Executive Officer
Treasurer, Chief Financial Officer
Chief Operating Officer
John J. Antonich ......................... 62 1995 (1)
Vice President, Secretary
and Controller
Arthur A. Oliner ......................... 74 1961
Mason N. Carter .......................... 50 1995
Reynold K. Green ......................... 37 --
Vice President Manufacturing
(1) Mr. Antonich is not seeking Re-election to the Board. He will however,
continue to serve as an officer of the Company.
Business Experience of Directors During Past Five Years
Mr. Huber, on September 9, 1994, was elected Chairman of Merrimac
Industries, Inc. In addition, he is currently Chairman of Transnational
Industries, Inc., a manufacturing company, Chadds Ford, Pennsylvania; Treasurer
and Director of Pannebaker, a custom cabinet company, McAllisterville,
Pennsylvania; and Director, vice President, Secretary and Treasurer of
Prodo-Pak, Corp. a manufacturing of Packaging machinery, Garfield, New Jersey.
He has been a Managing Director of William D. Witter, Inc., an investment
banking organization, New York, New York, since 1981, where he specializes in
Leveraged Buy-outs.
Mr. Niemiec, effective September 9, 1994, was elected to the additional
offices of Chief Executive Officer, Chief Financial Officer and Treasurer. He
ceased being Chief Financial Officer as of March 4, 1996. He continues to hold
the offices of President and Chief Operating Officer of the Company which he has
held since January 1, 1990.
Dr. Oliner is Professor Emeritus of Electrophysics at Polytechnic
University at Brooklyn, New York, was Head of its Electrical Engineering
Department for 8 years, and was Director of its Microwave Research Institute
from 1967 to 1982. He is currently an engineering consultant.
Mr. Carter is currently President of the Products and Systems Group of
Datatec Industries, Inc., Fairfield, New Jersey, a leading provider of computer
network implementation services, since 1994. He has been President and CEO of
Kentile, Inc., Chicago, Illinois, a provider of resilient flooring from 1992 to
1994. From 1987 to 1992, he was President and CEO of Metex Corp., Edison, New
Jersey, a provider of industrial and automotive products. He was a Director of
United Capital Corp., Great Neck, New York from 1989 to 1994.
Mr. Antonich has been Vice President, Secretary and Controller of the
Company since prior to 1990.
Mr. Green, is currently the Vice President of Merrimac's Manufacturing
Operations. Over the past 5 years, Mr. Green has held the positions of Director
of Manufacturing, National Sales Manager and Director of Quality Control and
High Reliability Services at Merrimac Industries.
The Board of Directors has a Stock Option Committee, Stock Purchase Plan
Committee, Audit Committee, Compensation Committee, Product Development
Committee and Nominating Committee.
The Stock Option Committee, which currently consists of Messrs. Carter,
Huber and Oliner, administers the Company's 1993 Stock Option Plan and 1985
Stock Purchase Plan.
The Stock Purchase Plan Committee, which currently consists of Messrs.
Carter, Huber and Oliner, administers the Stock Purchase Plans of the Company.
None of the committee members is currently eligible to participate in the Plan.
Messrs. Carter, Huber and Oliner currently serve on the Audit Committee,
which was established in April 1983. The function of the Audit Committee is to
review the Company's annual audit with the Company's independent accountants.
During fiscal 1995 the Audit Committee met once.
Messrs. Carter, Huber and Oliner, non-employee Directors, currently serve
on the Compensation Committee, which was established in April 1985. The
Committee reviews compensation of all executive officers of the Company. The
Committee determines compensation levels based on individual performance and
responsibility, as well as overall corporate performance. The predominant
components of executive compensation have been base salary and stock option
grants. When corporate goals are achieved executive officers as well as other
key employees are awarded bonuses. During fiscal 1995 the compensation committee
met three times.
Messrs. Carter, Oliner and Niemiec currently serve on the Product
Development Committee, which was established in April 1985.
Messrs. Huber, Niemiec and Oliner currently serve on the Nominating
Committee, which was established in December 1994. Shareholders wishing to
recommend persons for consideration by the Nominating Committee as nominees for
election to the Company's Board of Directors, can do so by writing to the
Secretary of the Company at 41 Fairfield Place, West Caldwell, New Jersey 07006,
giving each persons name, biographical data and qualifications. Any such
recommendation should be accompanied by a written statement from the person
recommended indicating his or her consent to be considered as a nominee, and if
nominated and elected, to serve as a Director. During fiscal 1995 the nominating
committe met twice.
During the fiscal year ended December 30, 1995, the Board of Directors held
twelve meetings including two by telephone conference call. Each Director during
this period attended 75% or more of the aggregate of the total number of
meetings of the Board and committees on which he served.
EXECUTIVE COMPENSATION
The following table sets forth a summary for the last three (3) fiscal
years of the cash and non-cash compensation awarded to, earned by, or paid to,
the Chief Executive Officer of the Company and each of the other most highly
compensated executive officers whose individual remuneration exceeded $100,000
for the last fiscal year.
SUMMARY COMPENSATION TABLE
Long-Term
Compensation
Annual Compensation Awards
--------------------------------------------------
Securities All Other
Underlying Compensation
Name and Principle Positions Year Salary($) Bonus($) Options/SAR ($)(1)
in January 1994
- -----------------------------------------------------------------------------------------------------------
Eugene W. Niemiec ................... 1995 160,179 30,000 15,000 13,365
President, Treasurer, ............ 1994 130,426 7,869 13,478
Chief Executive Officer .......... 1993 131,144 7,869 2,000 7,539
Chief Financial Officer
Chief Operating Officer
John Z. Blahosky .................... 1995 141,096 15,000 15,000 12,225
Executive Vice President ......... 1994 117,512 7,145 12,255
1993 119,080 7,145 1,500 6,845
Brian R. Dornan ..................... 1995 99,566 15,000 7,500 8,640
Group Vice President Manufacturing 1994 83,159 5,017 8,594
.................................. 1993 83,616 5,017 1,000 4,806
(1) Includes amounts contributed by the Company to the accounts of the
named executive officers pursuant to the Company's Savings and Investment Plan
and the Company's Profit Sharing Plan.
The following table sets forth information concerning individual grants of
stock options made during fiscal 1995 to each of the named executive officers.
Option/SAR Grants in Last Fiscal Year
Individual Grants
- --------------------------------------------------------------------------------
Number of Securities % of Total Exercise
Underlying Options/SARs Price
Options/SARs Granted to Employees or base Expiration
Name Granted (#) in fiscal Year ($/Sh) Date
- --------------------------------------------------------------------------------
Eugene W. Niemiec 15,000 16.2% 9.00 2-2-95
John Z. Blahosky 15,000 16.2% 9.00 2-2-95
Brian R. Dornan 7,500 8.1% 9.00 2-2-95
The following table sets forth information concerning each exercise of
stock options during fiscal 1995 by each of the named executive officers and the
fiscal year-end value of unexercised options.
Aggregated Option/SAR Exercises in Last Fiscal Year
and FY-End Option/SAR Values
Number of
Securities Value of
Underlying Unexercised +
Unexercised In-the-Money
Options/SARs Options/SARs
Shares at FY-End FY-End
Acquired on Value Exercisable/(1) Exercisable/(1)
Name ............. Exercise Realized Unexercisable(2)* Unexercisable(2)
- --------------------------------------------------------------------------------
Eugene W. Niemiec 2,000 $11,000 2,000(1) $ 250(1)
1,500(2) 30,000(2)
John Z. Blahosky -0- -0- 1,500(1) 187(1)
15,000(2) 30,000(2)
Brian Dornan -0- -0- 4,000(1) 14,125(1)
7,500(2) 15,000(2)
+ Amounts represent difference between the aggregate exercise price of
the options and a $ 11 market price of the underlying common stock on
December 30, 1995
* The vesting of unexercised options accelerates upon any
change-in-control of the company.
Employment Contracts and Termination of
Employment and Change-in-Control Arrangements
The Company has no employment agreements or change-in-control arrangements
with any of its employees.
COMPENSATION OF DIRECTORS
Directors who are not employees of the Company are paid a monthly fee of
$1,000 and $500 for each meeting of the Board of Directors attended. The
Directors are also reimbursed reasonable travel expenses incurred in attending
Directors meetings. In addition, pursuant to the 1993 Stock Option Plan, each
non-employee Director is granted an immediately exercisable option to purchase
1,500 shares of the Company's common stock on the date he is elected to the
Board of Directors, and on each date that he is re-elected as a Director of the
Company. In connection with the active role that Mr. Huber Chairman of the Board
has performed in the affairs of the Company the board has approved the payment
of a $50,000 annual fee.
SHARE OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN SHAREHOLDERS
The following table sets forth, as of March 8, 1996, information
concerning ownership of common Stock by (i) persons known to the Company who are
beneficial owners of more than five percent of the Company's Common Stock (ii)
each Director and Director nominee of the Company, and (iii) all
Directors/nominees and executive officers of the Company as a group.
Amount and
Nature of
Beneficial Own-
Name and Address of ership (direct Percent of
Beneficial Owners except as noted) Class
William D. Witter, Inc ............. 131,783 8.31%
One Citicorp Center
153 East 53rd Street
New York, NY 10022
Arthur A. Oliner ................... 161,426 (1) 10.15%
11 Dawes Road
Lexington, MA 02173
Charles F. Huber II ................ 114,500 (2) 7.20%
c/o William D. Witter, Inc.
One Citicorp Center
153 East 53rd Street
New York, NY 10022
Kennedy Capital ................ 98,700 6.23%
Management, Inc.
425 N. New Ballas Rd.,
Suite 181
St. Louis, Mo 63141
Eugene W. Niemiec .................. 21,549 (3) 1.34%
c/o Merrimac Industries, Inc.
41 Fairfield Place
West Caldwell, NJ 07006
John J. Antonich ................... 21,629 (4) 1.36%
c/o Merrimac Industries, Inc.
41 Fairfield Place
West Caldwell, NJ 07006
Mason N. Carter .................... 4,500 (5) .28%
c/o Datatec Industries Inc.
23 Madison Road
Fairfield, NJ, 07004
Reynold K. Green ................... 10,018 (5) .63%
c/o Merrimac Industries, Inc
41 Fairfield Place
West Caldwell, NJ, 07006
All Directors/nominees and
executive officers as a
group (9 persons) .................. 387,272 (7) 23.15%
(1) Includes 4,500 shares subject to stock options that are exercisable
currently or within 60 days and 8,662 shares owned by Dr. Oliner's
wife as to which he disclaims beneficial ownership.
(2) Includes 4,500 shares subject to stock options that are exercisable
currently or within 60 days. Mr. Huber is a Managing Director of
William D. Witter, Inc., which owns 131,783 shares as to which Mr.
Huber disclaims beneficial ownership.
(3) Includes 17,000 shares subject to stock options that are exercisable
currently or within 60 days.
(4) Includes 10,000 shares subject to stock options that are exercisable
currently or within 60 days.
(5) Includes 1,500 shares subject to stock options that are exercisable
currently or within 60 days.
(6) Includes 8,500 shares subject to stock options and 885 shares subject
to the stock purchase plan that are exercisable currently or within 60
days.
(7) Includes 85,500 shares subject to Stock Options and 2,191 shares
subject to The Stock Purchase Plan that are exercisable currently or
within 60 days.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
Directors and executive officers, and persons who own more than ten percent of
the Company's common stock, to file with the Securities and Exchange Commission
("SEC") initial reports of ownership and reports of changes in ownership of
Common Stock. Officers, Directors and greater than ten-percent shareholders are
required by SEC regulation to furnish the Company with copies of all Section
16(a) reports they file.
To the Company's knowledge, based solely on its review of the copies of
such reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended December 30, 1995, all
Section 16(a) filing requirements applicable to its officers, Directors and
greater than ten-percent shareholders were complied with, except the following:
NUMBER OF
NAME TRANSACTIONS SHARES LATE FILINGS
- ---- ------------ --------- ------------
John Z. Blahosky 1 2,000 1
Charles F. Huber II 1 1,437 1
Eugene W. Niemiec 1 100 1
2. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has, subject to ratification by the shareholders,
appointed J.H. Cohn & Company as independent auditors for the fiscal year ending
December 28, 1996.
Representatives of J.H. Cohn & Company have been invited and are expected
to attend the Meeting, will have an opportunity to make a statement if they
desire to do so, and will be available to answer questions that may be asked by
shareholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.
3. OTHER BUSINESS
At the date of this Proxy Statement, the Board of Directors has no
knowledge of any business other than that described above that will be presented
at the Meeting for action by the shareholders. If any other business should
properly come before the Meeting, it is intended that the persons designated as
attorneys and proxies in the enclosed form of proxy will vote all such proxies
as they, in their discretion, determine.
By Order of the Board of Directors,
JOHN J. ANTONICH
Secretary
March 18, 1996
MERRIMAC INDUSTRIES, INC.
41 Fairfield Place
West Caldwell, New Jersey 07007-0986
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Charles F. Huber II and Arthur A. Oliner as
Proxies, each with the power to appoint his substitute, and hereby authorizes
either or both to represent and to vote all shares of Common Stock of Merrimac
Industries, Inc. held of record by the undersigned on March 8, 1996, at the
Annual Meeting of Shareholders to be held on April 25, 1996, or any adjournment
thereof as follows
Please mark on the reverse side, sign, date and return this
proxy card promptly using the enclosed envelope.
This Proxy when properly executed will be voted in the manner directed herein.
If no direction is made, this Proxy will be voted FOR election of Directors and
FOR Item 2.
The Board of Directors recommends a vote FOR all items and SHARES WILL BE SO
VOTED UNLESS YOU OTHERWISE INDICATE:
No.1 Election of Directors Nominees: C.F. Huber II, E.W. Niemiec, A.A. Oliner
M.N. Carter, and R.K. Green
FOR Withhold
all for all (INSTRUCTION: To withhold authority to vote for any
nominees nominees individual nominee, write that nominee's name in
the space provided below.)
|_| |_| _____________________________________________
No.2 Appointment of Independant Auditors
FOR AGAINST ABSTAIN
|_| |_| |_|
DATED:_______________________________, 1996
___________________________________________
Signature
___________________________________________
Signature
This proxy must be signed exactly as name appears hereon. When shares are held
by joint tenants, both should sign. Executors, administrators, trustees, etc.,
should give full title as such. if the signer is a corporation, please sign full
corporate name by duly authorized officer.
SIGN, DATE AND MAIL YOUR PROXY PROMPTLY TODAY