UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-KSB
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended DECEMBER 29, 2001 Commission file number 0-11201
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MERRIMAC INDUSTRIES, INC.
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(Name of Small Business Issuer as specified in Its Charter)
DELAWARE 22-1642321
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
41 FAIRFIELD PLACE
WEST CALDWELL, NEW JERSEY 07006
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(Address of principal executive offices)
973-575-1300
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Registrant's telephone number
Securities registered pursuant to Section 12(b) of the Exchange Act: None
COMMON STOCK AMERICAN STOCK EXCHANGE
COMMON STOCK PURCHASE RIGHTS AMERICAN STOCK EXCHANGE
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(Title of each Class) (Name of each Exchange on which
registered)
Securities registered pursuant to Section 12(g) of the Exchange Act: None
Check whether registrant (1) has filed all reports required to be filed
by Section 13 or 15 (d) of the Exchange Act during the 12 months (or for such
shorter period that registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes X No
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Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]
State registrant's revenues for its most recent fiscal year: $25,792,631
The aggregate market value of voting stock held by non-affiliates based
upon the average price of such stock as quoted on The American Stock Exchange on
March 22, 2002, was $22,210,000.
The number of shares of registrant's Common Stock outstanding at March
22, 2002, was 3,183,858 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Registrant's Annual Report to Stockholders for Fiscal Year
Ended December 29, 2001, are incorporated into Parts I and II of this Form
10-KSB.
Portions of Registrant's Proxy Statement for the 2002 Annual Meeting of
Stockholders are incorporated into Part III of this Form 10-KSB.
TABLE OF CONTENTS
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Page
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Item 1. Business 4
Item 2. Description of Property 11
Item 3. Legal Proceedings 12
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 5. Market for Common Equity and Related Stockholder Matters 13
Item 6. Management's Discussion and Analysis of Financial Condition and Results of Operations 13
Item 7. Financial Statements 13
Item 8. Changes In and Disagreements on Accounting and Financial Disclosure 13
Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a)
of the Exchange Act 14
Item 10. Executive Compensation 16
Item 11. Security Ownership of Certain Beneficial Owners and Management 16
Item 12. Certain Relationships and Related Transactions 16
Item 13. Exhibits and Reports on Form 8-K 17
CAUTIONARY STATEMENT
This Annual Report on Form 10-KSB contains statements relating to
future results of Merrimac Industries, Inc. ("Merrimac" and together with its
subsidiaries, the "Company"), including certain projections and business trends,
that are "forward-looking statements" as defined in the Private Securities
Litigation Reform Act of 1995. Actual results may differ materially from those
projected as a result of certain risks and uncertainties. These risks and
uncertainties include, but are not limited to: general economic and industry
conditions; slower than anticipated penetration into the satellite
communications, defense and wireless markets; the risk that the benefits
expected from the acquisition of Filtran Microcircuits Inc. are not realized;
the ability to protect proprietary information and technology; competitive
products and pricing pressures; the risk that Merrimac will not be able to
continue to raise sufficient capital to expand its operations as currently
contemplated by its business strategy; risks relating to governmental regulatory
actions in communications and defense programs; risks associated with demand for
and market acceptance of existing and newly developed products; and inventory
risks due to technological innovation and product obsolescence, as well as other
risks and uncertainties, including but not limited to those detailed from time
to time in Merrimac's Securities and Exchange Commission filings. These
forward-looking statements are made only as of the date hereof, and Merrimac
undertakes no obligation to update or revise the forward-looking statements,
whether as a result of new information, future events or otherwise.
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PART I
ITEM 1. BUSINESS
GENERAL
Merrimac is a leader in passive RF and microwave components for
industry, government and science. Merrimac components are today found in
applications as diverse as satellites, military and commercial aircraft,
cellular radio systems, magnetic resonance medical diagnostic instruments,
personal communications systems ("PCS") and wireless Internet connectivity.
Merrimac has become a versatile technologically oriented company
specializing in miniature radio frequency lumped-element components, integrated
networks, microstrip and stripline microwave components, subsystems and ferrite
attenuators. Of special significance has been the combination of two or more of
these technologies into single components to achieve superior performance and
reliability while minimizing package size and weight.
In 1998, Merrimac introduced the Multi-Mix(R) Microtechnology processes
to the marketplace. The Multi-Mix(R) process is an enabling technology that
employs three-dimensional designs of multiple circuit layers bonded together
using a fusion bonding process to help build components and subassemblies at a
fraction of the size, weight and cost of conventional microstrip and stripline
products.
In February 1999, Merrimac completed the acquisition of all the
outstanding stock of Filtran Microcircuits Inc. ("FMI"), a manufacturer of
microwave micro circuitry. FMI produces technically intricate microstrip, banded
stripline and thick metal-backed Teflon(R) circuits for satellite, aerospace,
telecommunications, automotive adaptive cruise control, navigation and defense
applications worldwide. Merrimac acquired FMI to enable Merrimac to incorporate
FMI's competency in fine line etching into the Multi-Mix(R) Microtechnology
processes and accelerate Merrimac's penetration into the satellite
communications, defense and wireless markets. FMI is operated as a wholly-owned
subsidiary of Merrimac.
Merrimac was originally incorporated as Merrimac Research and
Development, a New York corporation, in 1954. Merrimac was reincorporated as a
New Jersey corporation in 1994 and subsequently reincorporated as a Delaware
corporation in 2001.
DESCRIPTION OF BUSINESSES
RF MICROWAVE AND MULTI-MIX(R) MICROTECHNOLOGY PRODUCT GROUPS
In 1998, Merrimac introduced Multi-Mix(R) Microtechnology capabilities,
a new innovative process for microwave, multilayer integrated circuits and
micro-multifunction module (MMFM(R)) technology and subsystems. This process is
based on fluoropolymer composite substrates, which are bonded together into a
multilayer structure using a fusion bonding process. The fusion process provides
a homogeneous dielectric medium for superior electrical performance at microwave
frequencies. This 3-dimensional Multi-Mix(R) design consisting of stacked
circuit layers permits the manufacture of
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components and subsystems that are a fraction of the size and weight of
conventional microstrip and stripline products.
In July 2001, Merrimac introduced its Multi-Mix PICO(TM)
Microtechnology. Through Multi-Mix PICO(TM) technology, Merrimac offers a
powerful group of products at a greatly reduced size, weight and cost that
includes hybrid junctions, directional couplers, quadrature hybrids, power
dividers and inline couplers, filters, vector modulators along with 802.11a and
802.11b Wireless LAN (Local Area Network) modules. When compared to conventional
multilayer quadrature hybrids and directional coupler products, Multi-Mix
PICO(TM) is smallest in size, by more than 84% without the loss of power or
performance. Merrimac has completed the development of integrated inline
multi-couplers and are introducing these Multi-Mix PICO(TM) products to major
basestation customers.
In December 2001, Merrimac received and started to ship, its first 3G
production order for a Multi-Mix PICO(TM) integrated solution to be used by one
of the world's largest suppliers of wireless power amplifiers in the design of
new, 3G broadband basestations.
In addition to wireless communications, Multi-Mix PICO(TM) products are
currently under evaluation for applications in airborne electronic
countermeasures, radar systems, smart antennas, satellite communications
receiver modules and security equipment.
In the area of broadband communications, Merrimac is working on
solutions that will bring dual-way Internet access to homes and offices through
a multimedia broadband interactive satellite system.
Merrimac manufactures and sells approximately 1,500 components and
subsystems used in signal processing systems (the extraction of useable
information from radio signals) in the frequency spectrum of D.C. to 65 GHz.
Merrimac's products are designed to process signals having wide bandwidths and
are of relatively small size and lightweight. When integrated into subsystems,
advantages of lower cost and smaller size are realized due to the reduced number
of connectors, cases and headers. Merrimac's components range in price from $20
to $10,000 and its subsystems range from $500 to more than $100,000.
Merrimac has traditionally developed and offered for sale products
built to specific customer needs, as well as standard catalog items.
Approximately 30% of 2001 revenues were derived from initial orders for products
custom designed for specific customer applications, 50% from repeat orders for
such products and 20% from catalog sales.
Merrimac maintains a current electronic catalog on its Internet
website. The Merrimac catalog includes hundreds of standard components, and
provides a selection of passive signal processing components. These components
often form the platform-basis for customization of designs in which the size,
package, finish, electrical parameters, environmental performance, reliability
and other features are tailored for a specific customer application.
Merrimac's strategy is to be a reliable supplier of high quality,
technically innovative signal processing products. Merrimac coordinates its
marketing, research and development, and manufacturing operations to develop new
products and expand its markets. Merrimac's marketing and development activities
focus on identifying and producing prototypes for new military and commercial
programs and applications in aerospace, navigational systems, telecommunications
and cellular analog and digital wireless telecommunications electronics.
Merrimac's research and development efforts are targeted towards providing
customers with more complex, reliable, and compact products at lower costs.
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The major aerospace companies purchase from Merrimac components and
subsystems that include many complex I&Q networks, quadraphase modulators and
antenna beamformers. Merrimac design engineers work to develop solutions to
customer requirements that are unique or require special performance. Merrimac
is committed to continuously enhancing its leading position in high-performance
electronic signal processing components for communications, defense and
aerospace applications.
Improved production efficiencies coupled with the capacity of the
low-cost manufacturing facility in Costa Rica and more extensive use of
automated test equipment such as Hewlett Packard network analyzers have resulted
in a considerable reduction of the set-up time to take measurements, calibrate
test equipment and print out hard copy of data. In addition, computerized cost
controls such as closed job history and up-to-date work in process costs are
also enhancing Merrimac's competitive position. Laser marking continues to be
incorporated into the process of metal packages, providing totally permanent
marking, greater flexibility and lower costs.
Merrimac has also begun to use the Internet to communicate with its
customers more efficiently. Merrimac's On-Line Co-Design(R) system, an
innovative service, allows RF and microwave circuit designers to create and test
their products on-line over the Internet. The customer uses electronic design
automation software together with proprietary circuit elements from the
Multi-Mix(R) library of pre-engineered components and assemblies. This service
allows Merrimac engineers to work more directly with customers as they design
their products.
For a discussion of financial information about Merrimac's business
segments and geographic data, reference is made to Note 11 of Notes to
Consolidated Financial Statements in Merrimac's Annual Report to Stockholders
for the Fiscal Year Ended December 29, 2001, which note is incorporated herein
by reference.
PRODUCTS
Merrimac's major product categories are: (1) power dividers/combiners
that equally divide input signals or combine coherent signals for nearly
lossless power combinations; (2) I&Q networks (a subassembly of circuits which
allows two information signals (incident and quadrature) to be carried on a
single radio signal for use in digital communication and navigational
positioning); (3) directional couplers that allow for signal sampling along
transmission lines; (4) phase shifters that accurately and repeatedly alter a
signal's phase transmission to achieve desired signal processing or
demodulation; (5) hybrid junctions that serve to split input signals into two
output signals with 0 degree phase difference or 180 degrees out of phase with
respect to each other; (6) balanced mixers that convert input frequencies to
another frequency; (7) variable attenuators that serve to control or reduce
power flow without distortion; (8) beamformers that permit an antenna to
electronically track or transmit a signal; and (9) quadrature couplers that
serve to split input signals into two output signals 90 degrees out of phase
with respect to each other or combine equal amplitude quadrature signals.
Merrimac's other product categories include single side band modulators, image
reject mixers, vector modulators and a wide variety of specialized integrated
Micro-Multifunction Modules (MMFM(R)) assemblies. In the last fiscal year, no
one product accounted for more than ten percent of total net sales.
Approximately 55% of Merrimac's sales in 2001 were derived from the
sales of products for use in high-reliability aerospace, satellite, and missile
applications. These products are designed to withstand severe environments
without failure or maintenance over prolonged periods of time (from 5 to
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20 years). Merrimac provides facilities dedicated to the design, development,
manufacture, and testing of these products along with special program management
and documentation personnel.
Merrimac's products are also used in a broad range of other defense and
commercial applications, including radar, navigation, missiles, satellites,
electronic warfare and counter-measures, cellular analog and digital wireless
telecommunications electronics and communications equipment. Merrimac's products
are also utilized in systems to receive and distribute television signals from
satellites and through other microwave networks including cellular radio.
FILTRAN MICROCIRCUITS INC.
GENERAL
Established in 1983, Filtran Microcircuits, Inc. ("FMI") is a leading
manufacturer of microwave micro circuitry for the high frequency communications
industry. FMI produces microstrip, bonded stripline, and thick metal-backed
Teflon(R) (PTFE) microcircuits for wireless telecommunications, including
satellite, aerospace, PCS, fiber optic telecommunications, automotive,
navigational and defense applications worldwide. FMI participates in the market
for millimeter-wave applications, a technology experiencing high growth.
Merrimac believes that FMI's technical capability and ability to provide the
reliable processing required by customers enable it to address this market. FMI
also supplies mixed dielectric multilayer and high speed interconnect circuitry
to meet customer demand for high performance and cost-effective packaging.
FMI's strong technical team, proprietary processes and equipment allow
FMI to manufacture precise circuits, with edge resolution of .0005 inch or
better. The accuracy provided by FMI is particularly valued by customers in
high-end applications who require microwave circuitry with significant
reliability.
FMI, through its innovative processing, has developed a proprietary
sodium etch formulation for plated-through hole ("PTH") and edge plating which
gives tight control of processing, thereby easing the difficult process of
achieving reliable plated through holes. FMI has also successfully pioneered
sputtering techniques for PTH applications on thick-metal backed PTFE circuitry
that offer superior reliability, performance and mechanical strength.
FMI has also achieved significant results in the area of accuracy of
circuit board imaging. FMI employs specially developed processes using liquid
photo-resists and high-intensity, collimated UV exposure techniques in fine line
processing for single, double-sided and multi-layer PTH boards.
PRODUCTS
FMI produces precision microwave circuitry, having operating
frequencies that typically range from 500 MHz to 100 GHz, through the processing
of microstrip, bonded stripline, thick metal-backed PTFE and mixed dielectric
multilayer. FMI also produces aluminum, copper and brass backed circuits.
Although FMI generally purchases pre-bonded materials, it also has the
capability to bond substrates to thick metal carriers when requested by
customers. FMI also processes thin film circuits on hard substrates such as
ceramic, ferrite and glass.
FMI has developed innovative processing that provides customers with
reliable and high performance circuitry. FMI has the capability to process: (1)
1 mil lines and spaces with +/- .2 mil tolerance; (2) embedded resistors; (3)
proprietary sodium etch formulation for reliable PTH and edge
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plating; (4) proprietary sputtering techniques for blind holes in thick
metal-backed PTFE; (5) proprietary copper Thin Film metallization on ceramic;
(6) high purity, wire-bondable gold; (7) plated through hole aspect ratios up to
10:1; and (8) multi-layer bonding. FMI has machining capabilities in computer
numerically controlled routing, drilling, milling and laser machining. Machining
tolerance ranges from +/- .005 inch to +/- .001 inch.
FMI maintains a quality assurance program which involves a stringent
program of in-house inspection to assure that, when customers request specified
standards based on certain needs, such as MIL-P-5510, IPC-RB-276 and IPC-HF-318,
FMI meets such standards.
Worldwide applications include: millimeter wave (PCS backhaul, local
and multipoint distribution systems automotive radar, sensors and point to
multipoint), satellite, aerospace, automotive and defense.
MARKETING
The Company markets its products in the United States and Canada
directly to customers through a marketing staff comprised of 14 employees,
including five employees located at FMI in Ottawa, Canada, and through 22
independent domestic sales organizations. The Company utilizes 19 independent
sales organizations to market its products elsewhere in the world. The Company's
marketing program focuses on identifying new programs and applications for which
the Company can develop prototypes leading to volume production orders.
Merrimac's customers are primarily major industrial corporations that
integrate Merrimac's products into a wide variety of defense and commercial
systems. Merrimac's customers include The Boeing Company, Raytheon Company,
Northrop Grumman Corporation, Lockheed Martin Corporation, Loral Space &
Communications Ltd., TRW, Inc. and General Dynamics Corporation. Sales to the
foreign geographic area of Europe were 14.7% of net sales in 2001. Sales to any
one foreign geographic area did not exceed 10% of net sales for 2000 and 1999.
Sales to Lockheed Martin Corporation were 13.8%, 12.2% and 10% of net sales in
2001, 2000 and 1999, respectively. Sales to The Boeing Company (which acquired
the space and communications business from Hughes Electronics Corporation, a
former customer of the Company, in 2000) were 15.0% and 9.1% of net sales in
2001 and 2000, respectively. Pro forma combined sales to The Boeing Company and
Hughes Electronics Corporation were 21.3% of net sales in 1999. In 1999, sales
to The Boeing Company were 10.4% and sales to Hughes Electronics Corporation
were 10.9% of net sales, respectively.
FMI's key customers include M/A Com, Inc., Raytheon Company, Filtronic
Broadband Ltd., Arcom, Inc., VertiCom, Inc., Endwave Corporation, Sierra
Technologies, Inc., Trak Microwave Corp., Thales Air Defence SA and Signal
Technology Corporation.
Both Merrimac (www.merrimacind.com or www.multi-mix.com) and FMI
(www.filtranmicro.com) have Internet addresses and have established a commercial
presence on the World Wide Web. Merrimac's product catalog is available on its
website.
EXPORT CONTROLS
The Company's products are subject to the Export Administration
Regulations (the "EAR") administered by the U.S. Department of Commerce and may,
in certain instances, be subject to the International Traffic in Arms
Regulations (the "ITAR") administered by the U.S. Department of State. The EAR
restrict the export of dual-use products and technical data to certain
countries, while the ITAR
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restrict the export of defense products, technical data and defense services.
Merrimac believes that it has implemented internal export procedures and
controls in order to achieve compliance with the applicable U.S. export control
regulations. However, the U.S. government agencies responsible for administering
the EAR and the ITAR have significant discretion in the interpretation and
enforcement of these regulations, and it is possible that these regulations
could adversely affect the Company's ability to sell its products to non-U.S.
customers.
RESEARCH AND DEVELOPMENT
During fiscal 2001 and 2000, research and development expenditures
amounted to $3,382,000 and $1,871,000, respectively. With the exception of
$432,000 of expenses at FMI, substantially all of the research and development
funds in fiscal 2001 were expended for new Multi-Mix(R) Microtechnology
products. Merrimac plans to commit research and development funds at the same
level in fiscal 2002, and will focus its efforts on new product development for
specific customer applications requiring integration of circuitry and further
miniaturization, precision and volume applications.
Merrimac's research and development activities include the development
of prototypes for new programs and applications and the implementation of new
technologies to enhance Merrimac's competitive position. Projects focusing on
surface mounted devices, multilayer, and micro-electronic assemblies are
directed toward development of more circuitry in smaller, lower cost, and more
reliable packaging that is easier for customers to integrate into their
products. Merrimac continues to expand its use of computer aided design and
manufacturing (CAD/CAM) in order to reduce design and manufacturing costs as
well as development time. Current research and development programs at FMI
include: laser machining, resistors on organic materials, high-resolution
circuit techniques, resistor trimming and electroless nickel on aluminum
housings.
ENVIRONMENTAL REGULATION
Federal, state and local requirements relating to the discharge of
substances into the environment, the disposal of hazardous waste and other
activities affecting the environment have had and will continue to have an
impact on Merrimac's manufacturing operations. Thus far, compliance with current
environmental requirements has been accomplished without material effect on
Merrimac's liquidity and capital resources, competitive position or financial
statements, and management believes that such compliance will not have a
material adverse effect on Merrimac's liquidity and capital resources,
competitive position or financial statements in the future. Management cannot
assess the possible effect of compliance with future requirements.
BACKLOG
Merrimac manufactures specialized components and subsystems pursuant to
firm orders from customers and standard components for inventory. As of December
29, 2001, Merrimac had a firm backlog of orders of approximately $11,856,000.
Merrimac estimates that approximately 90% of the orders in its backlog as of
December 29, 2001 will be shipped within one year. Merrimac does not consider
its business to be seasonal.
COMPETITION
Merrimac encounters competition in all aspects of its business.
Merrimac competes both domestically and internationally in the military and
commercial markets and specifically within the
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aerospace and telecommunications areas. Merrimac's competitors consist of
entities of all sizes. Occasionally, smaller companies offer lower prices due to
lower overhead expenses, and generally, larger companies have greater financial
and operating resources than Merrimac and well-recognized brand names. Merrimac
competes with all such corporations on a basis of technological performance,
quality, reliability and dependability in meeting shipping schedules as well as
on the basis of price. Merrimac believes that its performance with respect to
the above factors have served well in earning the respect and loyalty of many
customers in the industry. These factors have enabled Merrimac over the years to
successfully maintain a stable customer base and have directly contributed to
Merrimac's ability to attract new customers.
MANUFACTURING, ASSEMBLY AND SOURCE OF SUPPLY
Manufacturing operations consist principally of design, assembly and
testing of components and subsystems built from purchased electronic materials
and components, fabricated parts, and printed circuits. Manual and
semi-automatic methods are utilized depending principally upon production
volumes. Merrimac has its own machine shop employing CAD/CAM techniques and
etching facilities to handle soft and hard substrate materials. In addition,
Merrimac maintains testing and inspection procedures intended to minimize
production errors and enhance product reliability. Merrimac began manufacturing
in Costa Rica in the second half of 1996. In January 1998, these operations were
moved to a larger facility.
Effective January 2001, the Company modified its existing lease, and
entered into a resource sharing arrangement with a previous customer, for its
Costa Rica manufacturing facility.
In February 2001, the Company entered into a new five-year lease in
Costa Rica for approximately 36,200 square-feet for a new Multi-Mix(R)
Microtechnology manufacturing facility. It is anticipated that the leasehold
improvements and capital equipment for this manufacturing facility, which is
expected to cost approximately $4,500,000, should become operational during the
second quarter of 2002.
FMI's manufacturing facility consists of CAD/CAM, chemical and
mechanical processes, quality systems and R&D of bare circuit board materials
specifically selected for high frequency applications. Manual and automatic
methods are utilized depending upon the circuit volumes, complexity and existing
technologies available to the printed wiring board industry. During the past
year, FMI has added new equipment and procedures to reduce cost and improve
efficiencies in operations. FMI received ISO 9002 certification in April 2001.
Microwave materials used in FMI's products are available from Rogers
and Arlon. Laminate materials are available from a small number of qualified
suppliers. The suppliers that provide materials to FMI specialize in the
manufacture of microwave materials. Customers often direct FMI to use a
particular vendor for laminates based upon particular design specifications.
During 1999, Merrimac implemented several programs to improve the
efficiency of its manufacturing operations, reduce costs, foster continual
improvement and improve customer satisfaction. Presently, Merrimac is continuing
to establish and/or refine procedures and supporting documentation to enable the
expedited transfer of product manufacture from prototype engineering to
operational manufacturing. In October 1999, Factory Mutual Research awarded ISO
9001 certification to Merrimac's Multi-Mix(TM) Microtechnology Group
manufacturing facility. In December 2000, they extended this award to the
Company's RF/Microwave Products Group manufacturing facility. In April 2001,
Factory Mutual Research awarded ISO 9002 certification to the Company's FMI
manufacturing
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facility in Ottawa, Canada. In October 2001, Factory Mutual recertified the
Company's manufacturing subsidiary located in Costa Rica to ISO 9002. This
location had obtained certification under a different Registrar prior to fiscal
1999.
Generally, Merrimac uses manufacturing cost savings to enhance its
competitive position.
Electronic components and raw materials used in Merrimac's products are
generally available from a sufficient number of qualified suppliers. Some
materials are standard items. Subcontractors manufacture certain materials to
Merrimac's specifications. Merrimac is not dependent upon any single supplier
for any of its components or materials.
EMPLOYEE RELATIONS
As of December 29, 2001, Merrimac employed approximately 240 full time
employees, including 60 employees at FMI and 50 employees at Merrimac's Costa
Rica facilities. None of Merrimac's employees are represented by a labor
organization. Management believes that relations with its employees are
satisfactory.
PATENTS
As of March 27, 2002, Merrimac owns 8 patents with respect to certain
inventions it developed. No assurance can be given that the protection that
Merrimac has acquired through patents is sufficient to deter others, legally or
otherwise, from developing or marketing competitive products. There can be no
assurance that any of the patents will be found valid, if validity is
challenged. Although Merrimac has from time to time filed patent applications in
connection with the inventions which it believes are patentable, there can be no
assurance that these applications will issue into patents.
ITEM 2. DESCRIPTION OF PROPERTY
Merrimac's administrative offices, research and principal production
facilities are located in West Caldwell, New Jersey, on a five-acre parcel owned
by Merrimac. A 12,000 square-foot plant was built in November 1966; a 13,500
square-foot addition was completed in December 1971; and a 26,500 square-foot
addition was completed in July 1980, aggregating 52,000 square-feet presently.
In February 2001, Merrimac began construction of an additional 19,200
square-foot manufacturing facility in West Caldwell, New Jersey, which is
expected to be completed by the end of March 2002.
Merrimac owns all of its land, buildings, laboratories, production and
office equipment, as well as its furniture and fixtures in West Caldwell, New
Jersey. Merrimac believes that its plant and facilities are well suited for
Merrimac's business and are properly utilized, suitably located and in good
condition.
Effective January 2001, Merrimac modified its existing lease for a
17,000 square-foot manufacturing facility in Costa Rica by reducing the leased
space to 8,200 square feet and extending the lease for the reduced space through
December 2004. In February 2001, Merrimac also signed a new five-year lease for
a 36,200 square-foot facility in Costa Rica, which will be exclusively devoted
to manufacturing of the Multi-Mix(R) Microtechnology products.
In February 1999, Merrimac entered into a seven-year lease on a 20,000
square-foot manufacturing facility in Ottawa, Ontario, Canada in connection with
Merrimac's acquisition of FMI.
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ITEM 3. LEGAL PROCEEDINGS
Merrimac is a party to lawsuits, both as a plaintiff and a defendant,
arising in the normal course of business. It is the opinion of Merrimac's
management that the disposition of these various lawsuits will not individually
or in the aggregate have a material adverse effect on the consolidated financial
position or the results of operations of Merrimac.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
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PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Merrimac's Common Stock has been listed and traded on The American
Stock Exchange since July 11, 1988, under the symbol MRM. As of March 22, 2002,
Merrimac had approximately 200 holders of record. Merrimac believes there are
approximately 1,500 additional holders in "street name" through broker nominees.
Reference is made to the table captioned "Quarterly Common Stock Data"
in Merrimac's Annual Report to Stockholders for the Fiscal Year Ended December
29, 2001, filed as Exhibit 13 hereto (the "Annual Report"), which table is
incorporated herein by reference, for information with respect to the high and
low bid prices of Merrimac's Common Stock during the past two fiscal years.
Merrimac has not paid any cash dividends to its stockholders since the
third quarter of 1997. The Board of Directors eliminated the dividend on August
28, 1997.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Reference is made to the information under the caption "Management's
Discussion and Analysis of Financial Condition and Results of Operations" of the
Annual Report, which information is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS
Reference is made to the information in the Consolidated Statements of
Operations and Comprehensive Income (Loss), Consolidated Balance Sheets,
Consolidated Statements of Stockholders' Equity, Consolidated Statements of Cash
Flows, Notes to Consolidated Financial Statements and Report of Independent
Public Accountants contained in the Annual Report, which information is
incorporated herein by reference with respect to Merrimac's financial position
as of December 29, 2001 and December 30, 2000, and the results of operations and
cash flows for each of the three years in the period ended December 29, 2001 and
the report of Arthur Andersen LLP. For unaudited selected quarterly financial
data, see the table captioned "Quarterly Financial Information" contained in the
Annual Report, which table is incorporated herein by reference.
ITEM 8. CHANGES IN AND DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
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PART III
Pursuant to General Instruction E3 to Form 10-KSB, portions of
information required by Items 9-12 and indicated below are hereby incorporated
by reference to Merrimac's definitive Proxy Statement for the 2002 Annual
Meeting of Stockholders (the "Proxy Statement") which Merrimac will file with
the Securities and Exchange Commission not later than 120 days after the end of
the fiscal year covered by this report.
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Information under the caption "Election of Directors" contained in the
Proxy Statement with respect to the Board of Directors is incorporated herein by
reference.
The following is a list of Merrimac's current executive officers, their
ages and their positions. Generally, each executive officer is elected for a
term of one year at the organizational meeting of the Board of Directors
following the Annual Meeting of Stockholders.
NAME AGE POSITION
----- --- --------
Mason N. Carter 55 Chairman, President and Chief Executive Officer
Robert V. Condon 55 Vice President, Finance, Treasurer, Secretary and Chief Financial Officer
Richard E. Dec 58 Vice President, Business Development
Brian R. Dornan 53 Vice President and Chief Engineer, RF Microwave Products Group
Reynold K. Green 43 Vice President and General Manager, RF Microwave Products Group
Jayson E. Hahn 34 Vice President, Information Technology and Chief Information Officer
James J. Logothetis 42 Vice President and Chief Technology Officer, Multi-Mix (R) Microtechnology Group
Joseph McAndrew 47 Vice President and General Manager, Multi-Mix(R) Microtechnology Group
Michael Pelenskij 41 Vice President, Operations RF Microwave Products Group
Dr. Kovilvila N. Ramachandran 61 President and Technical Director, FMI
Lawrence S. Ross 33 Vice President, Quality
14
FAMILY RELATIONSHIPS
There are no family relationships among the officers listed.
BUSINESS EXPERIENCE OF EXECUTIVE OFFICERS DURING PAST FIVE YEARS
Mr. Carter has served as Chairman of the Board since July 24, 1997, and
President and Chief Executive Officer ("CEO") since December 16, 1996. From 1994
to 1996, he was President of the Products and Systems Group of Datatec
Industries, Inc., Fairfield, New Jersey, a leading provider of data network
implementation services.
Mr. Condon has been Vice President, Finance and Chief Financial Officer
("CFO") since joining Merrimac in March 1996 and was appointed Secretary and
Treasurer in January 1997. Prior to joining Merrimac, he was with Berkeley
Educational Services as Vice President, Finance, Treasurer and CFO from 1995 to
February 1996.
Mr. Dec has been Vice President, Business Development in July 2000
after serving as Vice President, Marketing since joining Merrimac in March 1997.
Prior to joining Merrimac, he was Vice President of Business Development of
Kinley & Manbeck, Inc., a business process re-engineering and systems
implementation consulting company, from April 1996 to March 1997. From 1995 to
March 1996, he was National Account Manager, Product and Systems Group for
Datatec Industries, Inc.
Mr. Dornan was appointed Vice President and Chief Engineer of the RF
Microwave Products Group in December 2000 after serving as Vice President,
Research and Development since February 1998. From October 1996 to February 1998
he served as Group Vice President of Technology and Engineering of Merrimac. He
had been Group Vice President of Manufacturing from 1986 to October 1996.
Mr. Green was appointed Vice President and General Manager of the RF
Microwave Products Group in January 2000. He was Vice President, Sales from
March 1997 to January 2000 and Vice President of Manufacturing from April 1996
to March 1997. He was a member of the Board of Directors from April 1996 to May
1997 and did not seek re-election to the Board. Prior to April 1996, Mr. Green
held positions of Director of Manufacturing, National Sales Manager and Director
of Quality Control and High-Reliability Services at Merrimac.
Mr. Hahn was appointed Vice President, Information Technology and Chief
Information Officer in October 2000 after serving as Director, Network Services
since June 1998. He served as Manager, Network Services from June 1997 to June
1998 and was Information Technology Support Specialist from December 1996 to
June 1997. Prior to joining the Company, Mr. Hahn was with Berkeley Educational
Services, where he held various Information Technology related positions from
1992 to November 1996.
Mr. Logothetis was appointed Vice President and Chief Technology
Officer, Multi-Mix(R)Microtechnology Group in March 2002. Mr. Logothetis was
appointed Vice President, Multi-Mix(R)Engineering in May 1998, after rejoining
Merrimac in January 1997 to serve as Director, Advanced Technology. Prior to
rejoining Merrimac, he served as a director for Electromagnetic Technologies,
Inc. in 1995 and became Vice President of Microwave Engineering at such
corporation in 1996. From 1984 through 1994, Mr. Logothetis had various
engineering positions with Merrimac including Group Manager, Engineering.
15
Mr. McAndrew was appointed Vice President and General Manager,
Multi-Mix(R) Microtechnology Group in March 2002. Mr. McAndrew was appointed
Vice President, Multi-Mix(R) Operations in June 1999 after serving as Director
of Manufacturing Engineering from 1997 to 1999. From 1984 through 1997, Mr.
McAndrew held various engineering positions at Merrimac including Manager,
Manufacturing and Process Engineering.
Mr. Pelenskij was appointed Vice President, Operations RF Microwave
Products Group in January 2000 Company after serving as Director of
Manufacturing of the Company from January 1999 to January 2000. Prior to January
1999, Mr. Pelenskij held the positions of Manager of Screened Components, RF
Design Engineer, and District Sales Manager at the Company since joining the
Company in 1993.
Dr. Ramachandran has been President of FMI since January 1996 and has
been Technical Director of FMI since co-founding FMI in 1983. Dr. Ramachandran
served as a member of FMI's Board of Directors prior to Merrimac's acquisition
of FMI. Prior to 1983, Dr. Ramachandran held a position at the National Research
Council of Canada.
Mr. Ross was appointed Vice President, Quality in January 2000 after
serving as Director, Quality since joining the Company in March 1999. Prior to
joining the Company, Mr. Ross was employed as Manager, Quality & Efficiency at
Philips Consumer Electronics' Digital TV Group, a corporate design competency,
from December 1998 to March 1999. From May 1997 to December 1998, Mr. Ross held
the position of Corporate Quality Assurance Manager at General Bearing
Corporation, a ball and taper roller bearing design and manufacturing company.
From 1995 to 1997, he was Director, Quality and ISO Coordination for Mikron
Instrument Company, a non-contact temperature measurement design and
manufacturing company.
Information under the caption "Section 16 (a) Beneficial Ownership
Reporting Compliance" contained in the Proxy Statement relating to compliance
with Section 16 of the Exchange Act is incorporated herein by reference.
ITEM 10. EXECUTIVE COMPENSATION
See the information under the caption "Executive Compensation"
contained in the Proxy Statement, which information is incorporated herein by
reference.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
See the information in the table and the notes thereto under the
caption "Share Ownership of Directors, Executive Officers and Certain
Stockholders" contained in the Proxy Statement, which information is
incorporated herein by reference.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
See the information in the subheading "Certain relationships and
related transactions" under the caption "Executive Compensation" contained in
the Proxy Statement, which information is incorporated herein by reference.
16
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
EXHIBIT NO. DESCRIPTION
----------- -----------
3(a) By-laws of Merrimac are hereby incorporated by reference
to Exhibit 3(ii)(b) to Post-Effective Amendment No. 2 to
the Registration Statement on Form S-8 (No. 33-68862) of
Merrimac dated February 23, 2001.
3(b) Certificate of Incorporation of Merrimac is hereby
incorporated by reference to Exhibit 3(i)(b) to
Post-Effective Amendment No. 2 to the Registration
Statement on Form S-8 (No. 33-68862) of Merrimac dated
February 23, 2001.
4(a) Stockholder Rights Agreement dated as of March 9, 1999,
between Merrimac and ChaseMellon Stockholder Services,
L.L.C., as Rights Agent, is hereby incorporated by
reference to Exhibit 1 to Merrimac's Current Report on
Form 8-K for the period ending March 9, 1999.
4(b) Amendment No. 1 dated as of June 9, 1999, to the
Stockholder Rights Agreement dated as of March 9, 1999,
between Merrimac and ChaseMellon Stockholder Services,
L.L.C., as Rights Agent, is hereby incorporated by
reference to Exhibit 1 to Merrimac's Current Report on
Form 8-K for the period ending June 9, 1999.
4(c) Amendment No. 2 dated as of April 7, 2000, to the
Stockholder Rights Agreement dated as of March 9, 1999,
between Merrimac and ChaseMellon Stockholder Services,
L.L.C., as Rights Agent, is hereby incorporated by
reference to Exhibit 2 to Merrimac's Current Report on
Form 8-K for the period ending April 10, 2000.
4(d) Amendment No. 3 dated as of October 26, 2000, to the
Stockholder Rights Agreement dated as of March 9, 1999,
between Merrimac and ChaseMellon Stockholder Services,
L.L.C., as Rights Agent, is hereby incorporated by
reference to Exhibit 2 to Merrimac's Current Report on
Form 8-K for the period ending October 27, 2000.
4(e) Amendment No. 4 dated as of February 21, 2001, to the
Stockholder Rights Agreement dated as of March 9, 1999,
between Merrimac and Mellon Investor Services, L.L.C.
(formerly known as ChaseMellon Stockholder Services,
L.L.C.), as Rights Agent, is hereby incorporated by
reference to Exhibit 1(d) to Merrimac's Current Report on
Form 8-K for the period ending February 21, 2001.
4(f) Amendment No. 5, dated February 28, 2002, to the Rights
Agreement, between Merrimac and Mellon Investor Services
LLC (f.k.a. ChaseMellon Shareholder Services, L.L.C.), as
Rights Agent is hereby incorporated by reference to
Exhibit 99.4 to Merrimac's Form 8-K for the period ending
March 6, 2002.
17
EXHIBIT NO. DESCRIPTION
----------- -----------
10(a) Stock Purchase and Exclusivity Letter Agreement dated
April 7, 2000, among Ericsson Microelectronics, A.B.,
Ericsson Holdings International, B.V. and Merrimac is
hereby incorporated by reference to Exhibit 10(a) to
Merrimac's Quarterly Report on Form 10-QSB for the period
ending August 15, 2000.
10(b) Registration Rights Agreement dated as of April 7, 2000,
between Merrimac and Ericsson Holding International, B.V.
is hereby incorporated by reference to Exhibit 10(b) to
Merrimac's Quarterly Report on Form 10-QSB for the period
ending August 15, 2000.
10(c) Profit Sharing Plan of Merrimac is hereby incorporated by
reference to Exhibit 10(n) to Merrimac's Registration
Statement on Form S-1 (No. 2-79455).*
10(d) 1983 Key Employees Stock Option Plan of Merrimac effective
March 21, 1983, is hereby incorporated by reference to
Exhibit 10(m) to Merrimac's Annual Report on Form 10-KSB
for the year ending March 31, 1983.*
10(e) 1993 Stock Option Plan of Merrimac effective March 31,
1993, is hereby incorporated by reference to Exhibit 4(c)
to Merrimac's Registration Statement on Form S-8 (No.
33-68862) dated September 14, 1993.*
10(f) 1997 Long-Term Incentive Plan of Merrimac is hereby
incorporated by reference to Exhibit A to Merrimac's Proxy
Statement for the period ending April 11, 1997.*
10(g) Resolutions of the Stock Option Committee of the Board of
Directors of Merrimac adopted June 3, 1998, amending the
1983 Key Employees Stock Option Plan of Merrimac, the 1993
Stock Option Plan of Merrimac and the 1997 Long-Term
Incentive Plan of Merrimac and adjusting outstanding
awards thereunder to give effect to Merrimac's 10% stock
dividend paid June 5, 1998, are hereby incorporated by
reference to Exhibit 10(f) to Merrimac's Annual Report on
Form 10-KSB for the year ending March 30, 1999.*
10(h)(1) 1995 Stock Purchase Plan of Merrimac is hereby
incorporated by reference to Exhibit A to the Proxy
Statement of Merrimac for the period ending December 31,
1994.*
10(h)(2) Resolutions of the Stock Purchase Plan Committee of the
Board of Directors of Merrimac adopted June 3, 1998,
amending the 1995 Stock Purchase Plan of Merrimac and
adjusting outstanding awards thereunder to give effect to
Merrimac's 10% stock dividend paid June 5, 1998, are
hereby incorporated by reference to Exhibit 10(g)(2) to
Merrimac's Annual Report on Form 10-KSB for the year
ending January 2, 1999.*
10(i)(1) 1996 Stock Option Plan for Non-Employee Directors of
Merrimac is hereby incorporated by reference to Exhibit
10(d) to Merrimac's Annual Report on Form 10-KSB for the
year ending December 28, 1996.*
18
EXHIBIT NO. DESCRIPTION
----------- -----------
10(i)(2) Resolutions of the Board of Directors of Merrimac, adopted
June 3, 1998, amending the 1996 Stock Option Plan for
Non-Employee Directors of Merrimac and adjusting
outstanding awards thereunder to give effect to Merrimac's
10% stock dividend paid June 5, 1998, are hereby
incorporated by reference to Exhibit 10(h)(2) to
Merrimac's Annual Report on Form 10-KSB for the year
ending January 2, 1999.*
10(j) Amended and Restated Employment Agreement dated as of
January 1, 1998, between Merrimac and Mason N. Carter is
hereby incorporated by reference to Exhibit 10(a) to
Merrimac's Quarterly Report on Form 10-QSB for the year
ending July 4, 1998.*
10(k) Amendment dated August 31, 2000 to the Amended and
Restated Employment Agreement dated January 1, 1998,
between Merrimac and Mason N. Carter is hereby
incorporated by reference to Exhibit 10(a) to Merrimac's
Quarterly Report on Form 10-QSB for the period ending
September 30, 2000.*
10(l) Amended and Restated Pledge Agreement dated as of May 4,
1998, between Merrimac and Mason N. Carter is hereby
incorporated by reference to Exhibit 10(c) to Merrimac's
Quarterly Report on Form 10-QSB for the period ending
July 4, 1998.*
10(m) Amended Promissory Note dated as of May 4, 1998, executed
by Mason N. Carter in favor of Merrimac is hereby
incorporated by reference to Exhibit 10(l) to Merrimac's
Annual Report on Form 10-KSB for the year ending January
2, 1999.*
10(n) Registration Rights Agreement dated as of May 4, 1998,
between Merrimac and Mason N. Carter is hereby
incorporated by reference to Exhibit 10(e) to Merrimac's
Quarterly Report on Form 10-QSB for the period ending
July 4, 1998.*
10(o)(1) Form of Severance Agreement entered into with certain
officers of Merrimac is hereby incorporated by reference
to Exhibit 10(i) to Merrimac's Annual Report on Form
10-KSB for the year ending January 3, 1998.*
10(o)(2) Schedule of officers with substantially identical
agreements to the form filed as Exhibit 10(o)(1) hereto is
hereby incorporated by reference to Exhibit 10(j) to
Merrimac's Annual Report on Form 10-KSB for the year
ending January 3, 1998.*
10(p) Consulting Agreement dated as of January 1, 1998, between
Merrimac and Arthur A. Oliner is hereby incorporated by
reference to Exhibit 10 to Merrimac's Quarterly Report on
Form 10-QSB for the period ending April 4, 1998.*
10(q) Separation Agreement dated as of December 31, 1998,
between Merrimac and Eugene W. Niemiec is hereby
incorporated by reference to
19
EXHIBIT NO. DESCRIPTION
----------- -----------
Exhibit 10(p) to Merrimac's Annual Report on Form 10-KSB
for the year ending January 2, 1999.*
10(r) Stockholder's Agreement dated as of October 30, 1998,
between Merrimac and Charles F. Huber II is hereby
incorporated by reference to Exhibit 10 to Merrimac's
Quarterly Report on Form 10-QSB for the year ending
October 3, 1998.
10(s) Stockholder's Agreement dated as of June 3, 1999, among
Merrimac, William D. Witter, Inc. and William D. Witter is
hereby incorporated by reference to Exhibit 10 to
Merrimac's Quarterly Report on Form 10-QSB for the period
ending July 3, 1999.
10(t) Subscription Agreement for Common Stock and Warrants dated
October 26, 2000, between Merrimac and Ericsson Holding
International, B.V. (with a form of Warrant attached) is
hereby incorporated by reference to Exhibit 10(t) to
Merrimac's Annual Report on Form 10-KSB for the year
ending December 30, 2000.
10(u) Registration Rights Agreement dated October 26, 2000,
between Merrimac and Ericsson Holding International, B.V.
is hereby incorporated by reference to Exhibit 10(u) to
Merrimac's Annual Report on Form 10-KSB for the year
ending December 30, 2000.
10(v) Subscription Agreement for Common Stock and Warrants
dated October 26, 2000, between Merrimac and certain
entities and individuals related to Adam Smith Investment
Partners, L.P. (with a form of Warrant attached) is
hereby incorporated by reference to Exhibit 10(v) to
Merrimac's Annual Report on Form 10-KSB for the year
ending December 30, 2000.
10(w) Registration Rights Agreement dated October 26, 2000,
between
20
EXHIBIT NO. DESCRIPTION
----------- -----------
Merrimac and certain entities and individuals related to
Adam Smith Investment Partners, L.P. is hereby
incorporated by reference to Exhibit 10(w) to Merrimac's
Annual Report on Form 10-KSB for the year ending December
30, 2000.
10(x) Subscription Agreement for Common Stock and Warrants dated
October 26, 2000, among Merrimac, Edward H. Cohen, Joseph
B. Fuller and Joel H. Goldberg (with a form of Warrant
attached) is hereby incorporated by reference to Exhibit
10(x) to Merrimac's Annual Report on Form 10-KSB for the
year ending December 30, 2000.
10(y) Portions of Merrimac's Annual Report to Shareholders for
Fiscal Year Ended December 30, 2000 is hereby incorporated
by reference to Exhibit 13 to Merrimac's Annual Report on
Form 10-KSB for the year ending December 30, 2000.
10(z) Subsidiaries of Merrimac is hereby incorporated by
reference to Exhibit 21 to Merrimac's Annual Report on
Form 10-KSB for the year ending December 30, 2000.
10(aa) 2001 Key Employee Incentive Plan is hereby incorporated by
reference to Exhibit 4.01 to Merrimac's Form S-8
(No. 333-63434) dated June 30, 2001.
10(bb) 2001 Stock Option Plan is hereby incorporated by reference
to Exhibit 4.01 to Merrimac's Form S-8 (No. 333-63436)
dated June 20, 2001.
10(cc) 2001 Stock Purchase Plan is hereby incorporated by
reference to Exhibit 4.01 to Merrimac's Form S-8
(No. 333-63438) dated June 20, 2001.
10(dd) 2001 Amended and Restated Stock Option Plan is hereby
incorporated by reference to Exhibit 4(i) to Merrimac's
Quarterly Report on Form 10-QSB for the period ending
June 30, 2001.
10(ee) Subscription Agreement, dated February 28, 2002 between
Merrimac and DuPont Chemical and Energy Operations, Inc.,
a subsidiary of E.I. DuPont de Nemours and Company is
hereby incorporated by reference to Exhibit 99.2 to
Merrimac's Form 8-K for the period ending February 28,
2002.
10(ff) Registration Rights Agreement, dated February 28, 2002
between Merrimac and DuPont Chemical and Energy
Operations, Inc., a subsidiary of E.I. DuPont de Nemours
and Company is hereby incorporated by reference to Exhibit
99.3 to Merrimac's Form 8-K for the period ending
February 28, 2002.
13 Portions of Merrimac's Annual Report to Stockholders for
Fiscal Year Ended December 30, 2000.
21 Subsidiaries of Merrimac.
23 Consent of Arthur Andersen LLP.
99.1 Commission Letter.
-----------------------
21
* Indicates that exhibit is a management contract or compensatory plan or
arrangement.
(b) Reports on Form 8-K
A Current Report on Form 8-K was filed on March 6, 2002, reporting the
purchase, by Dupont Electronic Technologies, of 16.6% of Merrimac's
equity interest for a purchase price of approximately $5.3 million.
22
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
MERRIMAC INDUSTRIES, INC.
(Registrant)
Date: March 29, 2002 By: /s/ Mason N. Carter
-------------------
Mason N. Carter
Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signature Date Title
/s/ Mason N. Carter March 29, 2002 Chairman, President and
--------------------------- Chief Executive Officer (Principal
(Mason N. Carter) executive officer and Director)
/s/ Albert H. Cohen March 29, 2002 Director
---------------------------
(Albert H. Cohen)
/s/ Edward H. Cohen March 29, 2002 Director
---------------------------
(Edward H. Cohen)
/s/ Joseph B. Fuller March 29, 2002 Director
---------------------------
(Joseph B. Fuller)
/s/ Joel H. Goldberg March 29, 2002 Director
---------------------------
(Joel H. Goldberg)
/s/ David B. Miller March 29, 2002 Director
---------------------------
(David B. Miller)
/s/ Arthur A. Oliner March 29, 2002 Director
---------------------------
(Arthur A. Oliner)
/s/ Harold J. Raveche March 29, 2002 Director
---------------------------
(Harold J. Raveche)
/s/ Robert V. Condon March 29, 2002 Vice President, Finance, Treasurer,
--------------------------- Secretary and Chief Financial Officer
(Robert V. Condon) (principal financial and accounting officer)
23