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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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
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(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.
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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
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Name: Robert V. Condon
Title: Vice President, Finance
and Chief Financial
Officer
Dated: February 21, 2001
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EXHIBIT INDEX
Sequentially
Exhibit Numbered Page
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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.
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