UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q/A
(Amendment
No. 1)
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QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
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For
the
quarterly period ended September 27, 2008
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
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For
the
transition period from
to
Commission
File No. 0-11201
Merrimac
Industries, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
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DELAWARE
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22-1642321
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(State
or Other Jurisdiction of
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(I.R.S.
Employer
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Incorporation
or Organization)
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Identification
No.)
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41
FAIRFIELD PLACE
WEST
CALDWELL, NEW JERSEY 07006
(Address
of Principal Executive Offices) (Zip Code)
(973)
575-1300
(Registrant’s
Telephone Number)
Former
name, former address and former fiscal year, if changed since last report:
N/A
Indicate
by check mark whether the registrant: (1) has filed all reports required to
be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements
for
the past 90 days. Yes xNo
o
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Indicate
by check mark whether the registrant is a large accelerated filer,
an
accelerated filer, a non-accelerated filer or a smaller reporting
company.
See definition of "accelerated filer, large accelerated filer and
a
smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check
one):
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Large
accelerated filer o
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Accelerated
filer o
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Non-accelerated
filer o
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Smaller
reporting company x
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
Yes o No
x
As
of
November 19, 2008, there were 2,951,324 shares of Common Stock, par value $.01
per share, outstanding.
Explanatory
note
We
are
filing this Amendment No. 1 on Form 10-Q/A to Merrimac Industries, Inc.
Quarterly Report on Form 10-Q for the quarterly period ended September 27,
2008,
which was originally filed with the Securities and Exchange Commission on
November 17, 2008 to change the date incorrectly referenced in the last
paragraph of Part I - Item 4 - Controls and Procedures as June 28, 2008 to
September 27, 2008 and to correct a typographical error in that paragraph.
This
Form
10-Q/A amends and restates only Part I - Item 4 - Controls and Procedures as a
result of the correction described above.
In
addition, we are also including currently dated Sarbanes Oxley Act Section
302
and Section 906 certifications of the Chief Executive Officer and Principal
Financial Officer that are attached to this Form 10-Q/A as Exhibits 31.1 and
32.1.
Except
for the foregoing amended information, this Form 10-Q/A continues to speak
as of
November 17, 2008 (the original filing date of our Form 10-Q for the quarterly
period ended September 27, 2008) and does not reflect events occurring after
the
filing of our Form 10-Q for the quarterly period ended September 27, 2008 and
does not modify or update those disclosures affected by subsequent events.
Forward looking statements made in the Form 10-Q for the quarterly period ended
September 27, 2008 have not been revised to reflect events, results or
developments that have become known to us after the date of the original filing
(other than the current restatement described above), and such forward looking
statements should be read in their historical context. Unless otherwise stated,
the information in this Form 10-Q/A not affected by such restatement is
unchanged and reflects the disclosures made at the time of the original filing.
ITEM
4.
CONTROLS AND PROCEDURES
(a)
Evaluation
of Disclosure Controls and Procedures.
Based
on the material weaknesses in internal control identified below, as of September
27, 2008 (the end of the period covered by this report), the Company's
management evaluated, with the participation of the Company's Chief Executive
Officer and Principal Financial Officer, the effectiveness of the Company's
disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e)
of the Securities Exchange Act of 1934). Based upon that evaluation, the Chief
Executive Officer and Principal Financial Officer concluded that, as of
September 27, 2008, the Company's disclosure controls and procedures were not
effective.
(b)
Material
Weakness in Internal Control Over Financial Reporting.
A
material weakness is a control deficiency, or combination of control
deficiencies, that results in a reasonably possible likelihood that a material
misstatement of the annual or interim financial statements will not be prevented
or detected. Management identified the following material weaknesses in its
internal control over financial reporting as of September 27, 2008:
Personnel
Management
identified changes in financial personnel that led to a lack of sufficient
financial reporting experience to prepare accurate financial statements in
a
timely manner.
New
Financial Reporting System
Management
identified the failure to accurately implement the Company’s new financial
accounting system which has led to errors in preliminary financial reports
requiring additional resources and time to correct.
Potential
Problem Areas
Management
was unable to identify potential problem areas in financial reporting that
required immediate attention by operational and financial personnel that were
not identified on a timely basis.
Remediation
(a)
The
Company is currently seeking to hire an experienced chief financial officer
and
an experienced cost accountant. Until such personnel can be hired, the Company
will be utilizing an accounting consulting firm to oversee, test and support
procedures and processes for financial reporting for the fourth quarter of
2008
and for year end 2008.
(b)
Management has identified procedures to enable the Company to better close
work
orders in the new financial reporting system, including the deployment of
additional personnel to ensure that work orders are properly closed out.
(c)
Personnel will be trained as to the importance of timely and accurate reporting
to the labor system. Exception reports will be generated that provide operations
and finance information regarding any discrepancies to the procedures on a
daily
basis.
Apart
from the implementation of a new financial accounting system and changes in
financial personnel, there were no changes that occurred during the quarter
ended September 27, 2008 that materially affected, or are reasonably likely
to
materially affect, the Company’s internal controls over financial
reporting.
SIGNATURES
In
accordance with the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
MERRIMAC
INDUSTRIES, INC.
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Date:
November 19, 2008
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By:
/s/ Mason N. Carter
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Mason
N. Carter
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Chairman,
President and
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Chief
Executive Officer and
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Principal
Financial Officer
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