UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Merrimac Industries, Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
590262 10 1
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(CUSIP Number)
Ludwig G. Kuttner
627 Plank Road
Keene, VA 22946
(434) 293-4277
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Steven J. Gartner, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019
(212) 728-8000
December 13, 2004
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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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box: [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 240.13d-7 for other
parties to whom copies are to be sent.
* 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).
SCHEDULE 13D
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CUSIP No. 590262 10 1 Page 1 of 8 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ludwig G. Kuttner
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF
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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
United States of America
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7 SOLE VOTING POWER
0
--------- ------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 300,000
OWNED BY --------- ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 0
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
300,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
300,000
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12 CHECK 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)
9.6%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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SCHEDULE 13D
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CUSIP No. 590262 10 1 Page 2 of 8 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hampshire Investments, Limited I.R.S. No. 58-2332317
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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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
Delaware
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7 SOLE VOTING POWER
0
NUMBER OF --------- ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 50,000
EACH --------- ------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
0
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
50,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,000
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12 CHECK 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)
1.6%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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SCHEDULE 13D
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CUSIP No. 590262 10 1 Page 3 of 8 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
K Holdings, LLC I.R.S. No. 54-1767326
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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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
Delaware
--------------------- --------- ------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF --------- ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 250,000
EACH --------- ------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
0
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
250,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
250,000
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12 CHECK 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)
8.0%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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Item 1. Security and the Issuer.
This statement on Schedule 13D (the "Statement") relates to the common
stock, par value $0.01 per share (the "Common Stock"), of Merrimac Industries,
Inc. (the "Issuer"). The principal executive offices of the Issuer are located
at 41 Fairfield Place, West Caldwell, NJ 07006.
Item 2. Identity and Background.
The Statement is being filed on behalf of Ludwig G. Kuttner, a United
States Citizen ("Mr. Kuttner"), Hampshire Investments, Limited, a Delaware
corporation ("HIL"), and K Holdings, LLC, a Delaware limited liability company
("K Holdings," and together with Mr. Kuttner and HIL, the "Reporting Persons").
Of the 300,000 shares of Common Stock deemed to be beneficially held by Mr.
Kuttner, 250,000 are held directly by K Holdings and 50,000 are held directly by
HIL. Mr. Kuttner is the principal member of K Holdings and owns 80% of the
outstanding interests in HIL. Mr. Kuttner, K Holdings and HIL have acted in
concert together from time to time with respect to the voting of the shares of
Common Stock beneficially held by each of them and may act together with respect
to the voting of such shares in the future; consequently, the Reporting Persons
may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of
the Securities Exchange Act of 1934, as amended.
Mr. Kuttner is the Chairman and Chief Executive Officer of Hampshire Group,
Limited, a Delaware corporation ("HGL"), which has principal executive offices
located at 215 Commerce Boulevard, Anderson, SC 29625. HGL is an apparel company
that engages in the design, manufacture and marketing of sweaters and related
items through several of its subsidiaries. Mr. Kuttner's business address is 627
Plank Road, Keene, VA 22946.
K Holdings has principal executive offices located at 627 Plank Road,
Keene, VA 22946. The principal business of K Holdings is investment in real
estates and other long term investment opportunities.
HIL has principal executive offices located at 627 Plank Road, Keene, VA
22946. The principal business of HIL is to invest, both domestically and
internationally, principally in real property.
None of the Reporting Persons has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
None of the Reporting Persons has, during the last five years, been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was 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.
Item 3. Source and Amount of Funds or Other Consideration.
The total amount of funds used by the Reporting Persons to purchase the
shares of Common Stock described herein was $2,100,000 and was furnished from
the personal funds of Mr. Kuttner.
Item 4. Purpose of Transaction.
The purchase by the Reporting Persons of beneficial ownership of the shares
of Common Stock as described herein was effected because of the Reporting
Persons' belief that the Issuer represents an attractive investment based on the
Issuer's business prospects and strategy. Depending on prevailing market,
economic and other conditions, the Reporting Persons may from time to time
acquire additional securities of the Issuer, engage in discussions with the
Issuer concerning further acquisitions of securities of the Issuer or otherwise
invest in the Issuer or one or more of its subsidiaries. The Reporting Persons
intend to review their investment in the Issuer on a continuing basis and,
depending upon the price and availability of the Issuer's securities, subsequent
developments concerning the Issuer, the Issuer's business and prospects, other
investment and business opportunities available to the Reporting Persons,
general stock market and economic conditions, tax considerations and other
factors considered relevant, may decide at any time to increase or decrease the
size of their investment in the Issuer or to sell any or all of the securities
of the Issuer that they hold.
The Reporting Persons may in the future seek to engage in discussions with
management of the Issuer concerning the possibility of a representative of the
Reporting Persons becoming a member of the board of directors of the Issuer
and/or concerning potential investments by the Reporting Persons in securities
of the Issuer and/or its subsidiaries. Such discussions may relate to one or
more the transactions specified in clauses (a) through (j) of Item 4 of Schedule
13D.
Other than as set forth above, none of the Reporting Persons has any
present plans or proposals which relate to or would result in any transaction,
change or event specified in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) As of January 5, 2005, Mr. Kuttner may be deemed to beneficially own an
aggregate of 300,000 shares of Common Stock by virtue of the ownership of
250,000 shares of Common Stock by K Holdings and 50,000 shares of Common Stock
by HIL. The 300,000 shares of Common Stock deemed to be beneficially owned by
Mr. Kuttner represent approximately 9.6% of the 3,132,518 shares of Common Stock
outstanding as of November 12, 2004 (based on the number of shares of Common
Stock reported to be outstanding by the Issuer in its Quarterly Report of Form
10-Q for the quarter ended October 2, 2004).
As of January 5, 2005, K Holdings may be deemed to beneficially own 250,000
shares of Common Stock, representing approximately 8.0% of the 3,132,518 shares
of Common Stock outstanding as of November 12, 2004.
As of January 5, 2005, HIL may be deemed to beneficially own 50,000 shares
of Common Stock, representing approximately 1.6% of the 3,132,518 shares of
Common Stock outstanding as of November 12, 2004.
(b) K Holdings shares the power to direct the voting and disposition of the
250,000 shares of Common Stock that it may be deemed to beneficially own. HIL
shares the power to direct the voting and disposition of the 50,000 shares of
Common Stock that it may be deemed to beneficially own. Mr. Kuttner, by virtue
of his ownership of 80% of the outstanding interests in HIL and his status as
the principal member of K Holdings, shares the power to direct the voting and
disposition of the 300,000 shares of Common Stock held collectively by HIL and K
Holdings.
(c) On December 13, 2004, K Holdings and HIL entered into a Stock Purchase
Agreement with Infineon Technologies AG ("Infineon") pursuant to which K
Holdings purchased 250,000 shares of Common Stock from Infineon at $7 per share
for an aggregate price of $1,750,000 and HIL purchased 50,000 shares of Common
Stock from Infineon at $7 per share for an aggregate price of $350,000. The
funds were wire transferred to Infineon on December 29, 2004.
(d) The members of K Holdings, Mr. Kuttner and his wife Beatrice
Ost-Kuttner, are entitled to receive, or have the power to direct, the receipt
of dividends from or the proceeds of sales of the shares of Common Stock held by
of K Holdings in accordance with their ownership interests.
The shareholders of HIL, including Mr. Kuttner, are entitled to receive, or
have the power to direct, the receipt of dividends from or the proceeds of sales
of the shares of Common Stock held by of HIL in accordance with their ownership
interests.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
K Holdings and HIL have entered into the Stock Purchase Agreement, dated
December 13, 2004, to acquire the shares of Common Stock beneficially owned by
each Reporting Person from Infineon. The Reporting Persons have also entered
into an agreement, attached hereto as Exhibit 2, with respect to the joint
filing of this Statement and any amendment or amendments hereto.
Item 7. Material to be filed as Exhibits.
Exhibit 1 Stock Purchase Agreement, dated December 13, 2004.
Exhibit 2 Joint Filing Agreement among the Reporting Persons.
SIGNATURES
After reasonable inquiry and to the best of each of the undersigned's
knowledge and belief, each of the undersigned, severally and not jointly,
certifies that the information set forth in this statement is true, complete and
correct.
Dated: January 6, 2005 /s/ Ludwig G. Kuttner
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Ludwig G. Kuttner
Dated: January 6, 2005 K HOLDINGS, LLC
By: /s/ Ludwig G. Kuttner
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Name: Ludwig G. Kuttner
Title: Managing Member
Dated: January 6, 2005 HAMPSHIRE INVESTMENTS, LIMITED
By: /s/ Ludwig G. Kuttner
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Name: Ludwig G. Kuttner
Title: Chief Executive Officer