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
Date
of
Report (Date of earliest event reported) September
29, 2008
Merrimac
Industries, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-11201
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22-1642321
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(State
or other jurisdiction of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer Identification
No.)
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41
Fairfield Place, West Caldwell, New
Jersey
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07006
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(Address
of principal executive
offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code (973) 575-1300
(Former
name or former address, if changed since last report.)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o
Written
communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))
Item
1.01 Entry into a Material
Definitive Agreement.
On
September 29, 2008, Merrimac Industries, Inc. (the “Company”) entered into a
Credit and Security Agreement (the “WF Loan Agreement”) with Wells Fargo Bank,
acting through its Wells Fargo Business Credit operating division. The WF Loan
Agreement provides for (a) a $5,000,000 three-year revolving line of credit
facility (the “Revolving Credit Facility”), under which the Company may borrow
up to $5,000,000 from time to time based on a borrowing formula applied to
the
Company’s eligible receivables, inventory and certain other assets, (b) a
three-year $500,000 equipment term loan (the “Equipment Term Loan”) and (c) a
$2,500,000 three-year real estate term loan (the “Real Estate Term Loan,”
collectively with the Revolving Credit Facility and the Equipment Term Loan,
the
“WF Loan”) as further described in “Item 2.03. Creation of a Direct Financial
Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a
Registrant” which is incorporated by reference in this Item 1.01.
Item
1.02 Termination of a
Material Definitive Agreement.
A
Revolving Credit, Term Loan and Security Agreement (“NFB Agreement”), dated
October 18, 2006, by and between the Company and North Fork Bank was terminated
on September 30, 2008, which represented a two-year $5,000,000 revolving credit
and letter of credit facility, a ten-year $3,000,000 mortgage loan and a
$2,000,000 five-year term loan. Proceeds from the WF Loan were used to repay
all
of the amounts outstanding under the NFB Agreement.
Item
2.03 Creation of a Direct
Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
of
a Registrant
On
September 29, 2008, the Company entered into the WF Loan Agreement described
in
Item 1.01 above. The WF Loan Agreement provides for the Revolving Credit
Facility, the Equipment Term Loan and the Real Estate Term Loan. Interest
payable under the WF Loan Agreement is as follows: (1) (a) prime rate plus
1% or (b) LIBOR plus 3.25% for the Revolving Credit, (2) prime rate plus 1%
for
the Equipment Term Loan, and (3) (a) prime rate plus 1.5% or (b) LIBOR plus
3.5%
for the Real Estate Term Loan. The WF Loan is collateralized by substantially
all of the assets of the Company. The provisions of the WF Loan Agreement
require the Company to maintain certain financial covenants.
The
payment of the WF Loan may be accelerated during the occurrence of an Event
of
Default, as defined in the WF Loan Agreement. Events of Default include, but
are
not limited to: (1) the Company’s failure to pay principal or interest when due,
(2) the Company’s material breach of any representation or warranty, (3)
covenant defaults, (4) cross-defaults to other indebtedness, (5) events of
bankruptcy, (6) judgment defaults, and (7) a change of control.
On
September 30, 2008, the Company drew down approximately $1.7 million under
the
Revolving Credit Facility, the entire $500,000 principal amount under the
Equipment Term Loan, and the entire $2.5 million principal amount under the
Real
Estate Term Loan to repay all of the Company’s obligations under the NFB
Agreement.
The
WF
Loan Agreement is attached hereto as Exhibit 10.1 and is incorporated by
reference herein.
Item
9.01 Financial
Statements and Exhibits.
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10.1 |
Credit
and Security Agreement by and between Merrimac Industries, Inc. and
Wells
Fargo Bank, N.A., acting through its Wells Fargo Business Credit
operating
division, dated September 29,
2008.*
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99.1 |
Press
release dated October 2, 2008 issued by Merrimac Industries, Inc.,
announcing the completion of
financing.
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*
The
schedules to the Credit and Security Agreement are not being filed herewith.
The
registrant agrees to furnish supplementally a copy of such schedules to the
Securities and Exchange Commission upon request.
Signature
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.
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MERRIMAC
INDUSTRIES, INC. |
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By: |
/s/ Robert
V.
Condon |
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Name:
Robert
V. Condon |
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Title:
Vice President, Finance and
Chief Financial Officer |
Date:
October 3, 2008