SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 18, 2002
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MERRIMAC INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-11201 22-1642321
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(State of incorporation (Commission File Number) (IRS Employer
or organization) Identification Number)
41 Fairfield Place, West Caldwell, New Jersey 07006
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(Address of Principal Executive Offices)
Registrant's telephone number: (973) 575-1300
ITEM 5. OTHER EVENTS
On October 1, 2002, Ericsson Holding International B.V. ("Ericsson")
completed the sale of its microelectronics business (excluding
optosemiconductors and power modules, but including the RF power business) to
Infineon Technologies AG ("Infineon"). As part of this transaction, Ericsson
transferred to Infineon 475,000 shares (the "Shares") of Merrimac Industries,
Inc. (the "Company") and the right to acquire 119,380 shares of the Company's
common stock pursuant to a Warrant, dated October 26, 2000 (the "Warrant"), and
Ericsson assigned to Infineon its rights in the following agreements between
Ericsson and the Company: (i) the Stock Purchase and Exclusivity Letter
Agreement, dated April 7, 2000, as amended by the letter agreement dated
February 1, 2002, which is attached hereto as Exhibit 99.4; (ii) the
Registration Rights Agreement, dated as of April 7, 2000; (iii) the Subscription
Agreement, dated as of October 26, 2000; and (iv) the Registration Rights
Agreement, dated as of October 26, 2000 (collectively, the "Agreements").
The Company approved the transfer of the Shares and the Warrant and
consented to the assignment of the Agreements pursuant to a Consent and Waiver
Agreement, dated as of September 18, 2002, among the Company, Ericsson and
Infineon, which is attached hereto as Exhibit 99.1. The Company also agreed with
Infineon to make certain modifications to the Agreements and the Warrant. These
changes are reflected in the Modification Agreement, dated as of September 27,
2002, between the Company and Infineon, which is attached hereto as Exhibit
99.2. In addition, on September 18, 2002, the Company amended its Rights
Agreement to permit Infineon to acquire the Company's securities without
Infineon becoming an "Acquiring Person" within the meaning of the Rights
Agreement. Amendment No. 6 to the Rights Agreement is attached hereto as Exhibit
99.3.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits:
99.1 Consent and Waiver, dated as of September 18, 2002, among
Merrimac Industries, Inc., Ericsson Holding International
B.V. and Infineon Technologies AG.
99.2 Modification Agreement, dated as of September 27, 2002,
between Merrimac Industries, Inc. and Infineon Technologies
AG.
99.3 Amendment No. 6, dated as of September 18, 2002, to the
Rights Agreement, between Merrimac Industries, Inc. and
Mellon Investor Services LLC, as Rights Agent.
99.4 Letter Agreement, dated February 1, 2002, among Merrimac
Industries, Inc., Ericsson Holding International B.V. and
Ericsson Microelectronics, A.B., which amends the Stock
Purchase and Exclusivity Letter, dated April 7, 2000.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MERRIMAC INDUSTRIES, INC.
By: /s/ Robert V. Condon
Name: Robert V. Condon
Title: Vice President, Finance and
Chief Financial Officer
Date: October 8, 2002
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