SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Act of 1934
MERRIMAC INDUSTRIES, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01
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(Title of Class of Securities)
590262 10 1
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(CUSIP Number)
PETER C. MESTER, ESQUIRE
E.I. DU PONT DE NEMOURS AND COMPANY
1007 MARKET STREET
WILMINGTON, DE 19898
(302) 774-6445
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
FEBRUARY 28, 2002
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [ ]
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 590262 10 1 Page 2 of 12 Pages
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1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
E.I. DU PONT DE NEMOURS AND COMPANY; 51-0014090
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) _______
(b) _______
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3) SEC Use Only
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4) Source of Funds (See Instructions) WC
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
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6) Citizenship or Place of Organization STATE OF DELAWARE
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Number of Shares 7) Sole Voting Power 528,413
Beneficially Owned
By Each Reporting
Person With --------------------------------------------------------
8) Shared Voting Power
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9) Sole Dispositive Power 528,413
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10) Shared Dispositive Power
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11) Aggregate Amount Beneficially 528,413
Owned by Each Reporting Person
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12) Check Box if the Aggregate Amount in Row (11) [ ]
Excludes Certain Shares (See Instructions)
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13) Percent of Class Represented by Amount in Row (11) 16.6%
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14) Type of Reporting Persons (See Instructions) CO
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CUSIP No. 590262 10 1 Page 3 of 12 Pages
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1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
DUPONT CHEMICAL AND ENERGY OPERATIONS, INC.; 51-0313062
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) _______
(b) _______
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3) SEC Use Only
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4) Source of Funds (See Instructions) WC
--------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
--------------------------------------------------------------------------------
6) Citizenship or Place of Organization STATE OF DELAWARE
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Number of Shares 7) Sole Voting Power 528,413
Beneficially Owned
By Each Reporting
Person With --------------------------------------------------------
8) Shared Voting Power
--------------------------------------------------------
9) Sole Dispositive Power 528,413
--------------------------------------------------------
10) Shared Dispositive Power
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11) Aggregate Amount Beneficially 528,413
Owned by Each Reporting Person
--------------------------------------------------------------------------------
12) Check Box if the Aggregate Amount in Row (11) [ ]
Excludes Certain Shares (See Instructions)
--------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) 16.6%
--------------------------------------------------------------------------------
14) Type of Reporting Persons (See Instructions) CO
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CUSIP No. 590262 10 1 Page 4 of 12 Pages
This Statement on Schedule 13D (this "Schedule 13D") is filed
pursuant to Rule 13d-1 of the Rules and Regulations under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") by E. I. du Pont de
Nemours and Company, a Delaware corporation ("DuPont") and by DuPont Chemical
and Energy Operations, Inc., a Delaware corporation and wholly owned subsidiary
of DuPont ("DCEO"), with respect to the common stock, par value $0.01 per share
(the "Common Stock") of Merrimac Industries, Inc., a Delaware corporation
("Merrimac"or the "Issuer"):
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D (this "Schedule 13D") relates to shares of Common
Stock of Merrimac. The principal executive offices of Merrimac are located at 41
Fairfield Place, West Caldwell, NJ 07006.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is filed by DuPont and by DCEO. The principal
executive offices of both corporations are located at 1007 Market Street,
Wilmington, Delaware 19898.
DuPont was founded in 1802 and was incorporated in Delaware in 1915.
DuPont is a world leader in science and technology in a range of disciplines
including high-performance materials, synthetic fibers, electronics, specialty
chemicals, agriculture and biotechnology. DuPont operates globally through some
22 strategic business units. Within the strategic business units, a wide range
of products are manufactured for distribution and sale to many different
markets, including the transportation, textile, construction, medical,
automotive, agricultural, home furnishings, nutrition and health,
packaging and electronics markets.
DuPont's strategic business units have been aggregated into eight
reportable segments - Agriculture & Nutrition, Nylon, Performance Coatings &
Polymers, Pharmaceuticals, Pigments & Chemicals, Polyester, Specialty Fibers and
Specialty Polymers.
DCEO was incorporated in Delaware in 1988 and is limited by its
certificate of incorporation to the making, maintenance and management of its
investments and the collection and distribution of the income from such
investments. DCEO is a wholly owned subsidiary of DuPont.
Information concerning the directors and executive officers of
DuPont and DCEO is contained in Schedule A attached hereto.
During the last five years, none of DuPont or DCEO nor, to the best
knowledge of DuPont and DCEO, any director or executive officer of DuPont or
DCEO has been (i) convicted in a criminal proceeding or (ii) a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding has been or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
CUSIP No. 590262 10 1 Page 5 of 12 Pages
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to the terms of a Subscription Agreement, dated February
28, 2002, by and between DCEO and the Issuer (the "Subscription Agreement"),
DCEO purchased 528,413 shares of Common Stock of the Issuer at $10.00 per share
for an aggregate purchase price of $5,284,130. The funds used to purchase the
shares of Common Stock came from DCEO's working capital.
ITEM 4. PURPOSE OF THE TRANSACTION.
DCEO purchased the shares of Common Stock of the Issuer for
investment purposes. DCEO may, in the future, purchase additional shares of
Common Stock in the open market or in privately negotiated transactions and may
dispose of the shares it currently owns only in accordance with the terms of the
Subscription Agreement.
Pursuant to the terms of the Subscription Agreement, so long as DCEO
maintains an equity position equal to or in excess of 400,000 shares of the
Issuer's Common Stock, DCEO has the option of designating one nominee to the
Board of Directors of the Issuer. DCEO has so designated David B. Miller, who is
currently Vice President and General Manager of DuPont's Electronic Technologies
Unit. In the event the Issuer increases the size of its Board of Directors,
DCEO may have the option to name additional nominees to reflect its equity
ownership in the Issuer, in accordance with the terms of the Subscription
Agreement. DCEO may also appoint an observer to the Issuer's Board of Directors
until it exercises its option to appoint a nominee, or in the event DCEO's
nominee is not elected to the Issuer's Board of Directors and so long as DCEO
maintains an equity position of 250,000 shares of Common Stock.
Except as set forth in this Item 4, neither DCEO nor DuPont has any
current plans or proposals which relate to or would result in an event described
in paragraphs (a) through (j) inclusive of Item 4 to Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) As of February 28, 2002, DCEO directly owns 528,413
shares of Common Stock of the Issuer; DCEO has the sole power to vote and
dispose of all such shares. Such shares constitute approximately 16.6% of the
total number of shares of Common Stock outstanding as of such date. No director
or executive officer of DuPont or DCEO beneficially owns any shares of Common
Stock of the Issuer.
(c) None.
(d) No person other than DCEO and DuPont has the right to receive or
the power to direct receipt of dividends from, or the proceeds from the sale of,
the Common Stock of the Issuer.
(e) Not applicable.
CUSIP No. 590262 10 1 Page 6 of 12 Pages
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Pursuant to the terms of the Subscription Agreement, DCEO purchased
528,413 shares of Issuer's Common Stock at a price of $10.00 per share,
representing 16.6% of the number of outstanding shares of Common Stock on
February 28, 2002. Under the terms of the Subscription Agreement, DCEO has
agreed to certain restrictions regarding the disposition and transfer of the
shares it holds. DCEO has agreed not to dispose of any shares until it has
notified the Issuer of any proposed disposition, which notice may be concurrent
with such disposition and until such shares have been registered or an exemption
from registration is available to DCEO. Additionally, and subject to certain
exceptions, DCEO has agreed not to sell, assign or otherwise transfer any shares
it currently owns (a) to any person until February 28, 2004 or (b) to any
competitor or person who has filed and not withdrawn a Schedule 13D indicating a
plan to seek control of the Issuer. The Subscription Agreement also provides
DCEO certain preemptive rights to purchase additional shares of Issuer's Common
Stock in order to maintain its percentage ownership. The terms of the
Subscription Agreement also provide DCEO with certain rights with respect to the
Issuer's Board of Directors. Specifically, so long as DCEO maintains an equity
position equal to or greater than 400,000 shares of the Issuer's Common Stock,
DCEO has the option of designating one nominee (who must be a DCEO employee) to
the Board of Directors of the Issuer. In the event the Issuer increases the size
of its Board of Directors, DCEO may have the option to name additional nominees
to reflect its equity ownership in the Issuer, in accordance with the terms of
the Subscription Agreement. DCEO may also appoint an observer to the Issuer's
Board of Directors until it exercises its option to appoint a nominee, or in the
event DCEO's nominee is not elected to the Issuer's Board of Directors and so
long as DCEO maintains an equity position of 250,000 shares of Common Stock. The
Subscription Agreement also contains certain indemnification provisions (i) by
the Issuer for the benefit of DCEO and (ii) by DCEO for the benefit of the
Issuer.
In conjunction with the Subscription Agreement, DCEO entered into a
Registration Rights Agreement dated February 28, 2002 (the "Registration Rights
Agreement") with the Issuer under which it is entitled to certain rights with
respect to the registration under the Securities Act of shares of Common Stock
it holds. Subject to certain limitations (including a minimum registration of
the lesser of fifty-percent (50%) of the shares held by DCEO and that number of
shares having an anticipated aggregate public offering price of at least $1.0
million), DCEO has the right to require the Issuer to register the sale of all
or part of the shares it holds under the Securities Act (a "demand
registration"). DCEO is entitled to request up to two demand registrations, and
is also entitled to include the shares of Common Stock it holds in a registered
offering of securities by the Issuer for its own account or by other holders of
Common Stock pursuant to the terms of registration rights agreements between
such holders and the Issuer, subject to certain conditions and restrictions. The
Issuer will pay all expenses associated with a registration of shares of Common
Stock by DCEO pursuant to the Registration Rights Agreement, other than
underwriting discounts and commissions, its out-of-pocket expenses or
underwriters' counsel fees and disbursements, if any, relating to such shares.
In addition, the Registration Rights Agreement contains certain indemnification
provisions (i) by the Issuer for the benefit of DCEO and (ii) by DCEO for the
benefit of the Issuer. DCEO may transfer its registration rights under the
Registration Rights Agreement without the prior approval of the Issuer only to
those transferees permitted under the Subscription Agreement.
CUSIP No. 590262 10 1 Page 7 of 12 Pages
DuPont and the Issuer have also entered into (i) an Employee Loan
Agreement, dated February 28, 2002, which provides for up to three of DuPont's
employees to work at the Issuer's offices and facilities and (ii) a Memorandum
of Understanding dated February 28, 2002, which sets forth the understanding
between DuPont and the Issuer regarding the creation and ownership of certain
intellectual property.
Except for the foregoing agreements, there are no other contracts,
arrangements, understandings or relationships (legal or otherwise) among the
persons named in Item 2 and between such persons and any person with respect to
any securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following agreement is filed as an exhibit to this Schedule 13D:
A. Agreement dated March 6, 2002, between DuPont and DCEO pursuant
to which both agree that this Schedule 13D is filed on behalf of both of them.
CUSIP No. 590262 10 1 Page 8 of 12 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: March 11, 2002
E.I. DU PONT DE NEMOURS AND COMPANY
By: /s/ Peter C. Mester
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Peter C. Mester
Assistant Secretary
DUPONT CHEMICAL AND ENERGY
OPERATIONS, INC.
By: /s/ Loriann Lea
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Loriann Lea
Secretary
CUSIP No. 590262 10 1 Page 9 of 12 Pages
SCHEDULE A
1. Set forth below are the name and present principal occupation or
employment with E. I. du Pont de Nemours and Company of each director and
executive officer. The address of each of the persons listed is c/o DuPont at
1007 Market Street., Wilmington, Delaware 19898. With the exception of Messrs.
Belda, Lindahl and Naitoh, who are citizens of Brazil, Sweden and Japan,
respectively, each person listed below is a citizen of the United States of
America.
DIRECTORS:
Alain J. P. Belda Chairman, President and Chief Executive Officer,
Alcoa Inc.
Curtis J. Crawford President and Chief Executive Officer
ZiLOG, Inc.
Louisa C. Duemling Director
Edward B. du Pont Director
Charles O. Holliday, Jr. Chairman and Chief Executive Officer
Deborah C. Hopkins Director
Louis D. Juliber Chief Operating Officer,
Colgate-Palmolive Company
Goran Lindahl Under Secretary-General and Special Advisor
to the United Nations, Secretary - General and
Chairman, Alliance for Global Sustainability
Masahisa Naitoh Executive Vice President,
ITOCHU Corporation
William K. Reilly President and Chief Executive Officer,
Aqua International Partners, L.P.
H. Rodney Sharp, III Director
Charles M. Vest President,
Massachusetts Institute of Technology
Richard H. Brown Chairman of the Board and Chief
Executive Officer, EDS
CUSIP No. 590262 10 1 Page 10 of 12 Pages
EXECUTIVE OFFICERS:
Chairman, Board of Directors
C. O. Holliday, Jr.
Chief Executive Officer
C. O. Holliday, Jr.
Executive Vice President & Chief Operating Officer
R. R. Goodmanson
Executive Vice President
J.C. Hodgson
Senior Vice Presidents
T.M. Connelly
S. J. Mobley
G. M. Pfeiffer
D. Zeleny
CUSIP No. 590262 10 1 Page 11 of 12 Pages
2. Set forth below are the name and present principal occupation or
employment with Dupont Chemical and Energy Operations, Inc. of each director and
executive officer. The address of each of the persons listed is c/o DuPont at
1007 Market Street, Wilmington, Delaware 19898.
NAME POSITION
Susan M. Stalnecker President and Director
Joseph A. Girardi Vice President, Treasurer and Director
A. Lloyd Adams Vice President, Assistant Treasurer
and Director
Loriann Lea Secretary
CUSIP No. 590262 10 1 Page 12 of 12 Pages
EXHIBIT A
AGREEMENT
By this Agreement, the undersigned agree that this Schedule 13D
being filed on or about this date with respect to the ownership by the
undersigned of shares of Common Stock of Merrimac Industries, Inc. is being
filed on behalf of each of us.
Dated: March 6, 2002
E.I. DU PONT DE NEMOURS AND COMPANY
By: /s/ Peter C. Mester
----------------------------------------
Peter C. Mester
Assistant Secretary
DUPONT CHEMICAL AND ENERGY
OPERATIONS, INC.
By: /s/ Loriann Lea
----------------------------------------
Loriann Lea
Secretary