SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
Merrimac Industries, Inc.
(Name of Subject Company)
Merrimac Industries, Inc.
(Name of Person Filing Statement)
Common Stock, par value $.01 per share
(Title of Class of Securities)
(CUSIP Number of Class of Securities)
Mason N. Carter
Chairman, President and Chief Executive Officer
41 Fairfield Place
West Caldwell, NJ 07006
(Name, address and telephone number of person authorized to receive notices
and communications on behalf of the persons filing statement)
With a copy to:
David H. Landau, Esq.
Katten Muchin Rosenman LLP
575 Madison Avenue
New York, NY 10022
||Check the box if the filing relates solely to preliminary communications made before
the commencement of a tender offer.
TABLE OF CONTENTS
This Amendment No. 1 to the Schedule 14D-9 (the Amendment) amends and supplements the
Schedule 14D-9 filed with the Securities and Exchange Commission (the SEC) on January 5, 2010 (as
amended from time to time, the Schedule 14D-9) by Merrimac Industries, Inc. (the Company), a
Delaware corporation. The Schedule 14D-9 relates to the tender offer (the Offer) by Crane Merger
Co., a Delaware corporation (Purchaser) and wholly-owned subsidiary of Crane Co., a Delaware
corporation (Parent), to purchase all of the outstanding shares of common stock, par value $.01
per share, of the Company (collectively, the Shares) for $16.00 per Share, net to the holder
thereof in cash, without interest thereon (the Offer Price), subject to any required withholding
of taxes, upon the terms and subject to the conditions set forth in the Purchasers Offer to
Purchase dated January 5, 2010 (as amended or supplemented from time to time, the Offer to
Purchase) and in the related Letter of Transmittal (as amended or supplemented from time to time,
the Letter of Transmittal), copies of which are filed as Exhibits (a)(1) and (a)(2) to the
Schedule 14D-9, respectively.
The information in the Schedule 14D-9 is incorporated in this Amendment by reference to all of the
applicable items in the Schedule 14D-9, except that such information is hereby amended and
supplemented to the extent specifically provided herein.
Item 8. Additional Information.
Item 8 (Additional Information) of the Schedule 14D-9 is hereby amended and supplemented by
inserting the following heading and paragraph after the fourth paragraph on page 25 under the
heading Appraisal Rights.
On January 8, 2010, a lawsuit related to the Offer and the Merger was filed in the Superior
Court of the State of New Jersey, County of Essex, Hex Partners v. Carter et al. The action,
brought by a purported stockholder of Merrimac, names Merrimac, each member of the Merrimac
Board and Parent as defendants, and alleges, among other things, breaches of fiduciary duties by
the Merrimac Board, aided and abetted by Parent, that resulted in an unfair price of $16.00 per
share and unjust enrichment of the members of the Merrimac Board. The complaint seeks
certification as a class of all Merrimac stockholders, except the defendants and their
affiliates, and unspecified damages and declaratory relief. On January 8, 2010, the plaintiff
filed a proposed order to show cause seeking to expedite discovery in anticipation of a
forthcoming post-discovery motion for a preliminary injunction to enjoin the defendants from
consummating the Offer and the Merger. The Company was not served with the complaint in this
lawsuit until January 12, 2010. Neither Parent nor Merrimac were provided with the January 8,
2010 motion until the evening of January 12, 2010. The Company believes the plaintiffs claims
are without merit and intends to vigorously defend this lawsuit.