SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
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. 2 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 sentence after the last sentence of the paragraph on page 25 under the
heading Legal Proceedings.
On January 14, 2010, the Superior Court of the State of New Jersey, County of Essex, declined
to sign the proposed order to show cause submitted to it in Hex Partners v. Carter et al. The
Court noted that the proposed order failed to satisfy applicable procedural requirements.
After due 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.
|| /s/ Mason N. Carter
||Mason N. Carter
||Chairman, President and Chief Executive Officer
Date: January 15, 2010