SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
MERRIMAC INDUSTRIES, INC.
-------------------------
(Name of Registrant as Specified in its Charter)
------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on
which the filing fee is calculated and state how it was
determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
MERRIMAC INDUSTRIES, INC.
41 FAIRFIELD PLACE
WEST CALDWELL, NJ 07006-6287
April 30, 2004
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
Merrimac Industries, Inc. to be held at the offices of the Company, 41 Fairfield
Place, West Caldwell, New Jersey, on Thursday, June 17, 2004, at 10:00 a.m.
Information about the annual meeting is found in the formal Notice of
Annual Meeting of Stockholders and Proxy Statement on the following pages. The
Annual Report to Stockholders for 2003 is part of this mailing, but does not
constitute a part of the proxy solicitation material.
Since it is important that your shares be represented at the annual
meeting, we request that you promptly complete and submit the enclosed proxy
either via the Internet, by telephone or by mail. Any stockholder returning a
proxy may revoke it.
Sincerely,
Mason N. Carter
Chairman of the Board,
President and
Chief Executive Officer
MERRIMAC INDUSTRIES, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 17, 2004
The Annual Meeting of Stockholders of Merrimac Industries, Inc. (the
"Company") will be held at the offices of the Company, 41 Fairfield Place, West
Caldwell, New Jersey, on Thursday, June 17, 2004, at 10:00 a.m., for the
following purposes:
(1) To elect three members to the Company's Board of Directors for a term
of three years;
(2) To ratify the selection of Ernst & Young LLP as independent auditors
of the Company for the 2004 fiscal year; and
(3) To transact such other business as may properly come before the
meeting.
Holders of record of the Company's common stock, $0.01 par value per share,
at the close of business on April 23, 2004, the record date fixed by the Board
of Directors, are entitled to receive notice of, and to vote at, the meeting and
at any adjournments thereof. A proxy and proxy statement for the meeting are
enclosed herewith.
By Order of the Board of Directors,
ROBERT V. CONDON
Secretary
April 30, 2004
WHETHER OR NOT YOU PLAN TO ATTEND THE 2004 ANNUAL MEETING, PLEASE PROMPTLY
SUBMIT THE ACCOMPANYING PROXY, WHICH IS SOLICITED BY THE BOARD OF DIRECTORS, VIA
THE INTERNET, BY TELEPHONE OR BY MAIL.
MERRIMAC INDUSTRIES, INC.
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 17, 2004
The Board of Directors of Merrimac Industries, Inc. (the "Company") hereby
solicits all holders of the Company's common stock, par value $0.01 per share
("Common Stock"), to vote by proxy at the Annual Meeting of Stockholders, which
will be held at the offices of the Company, 41 Fairfield Place, West Caldwell,
New Jersey, on Thursday, June 17, 2004, at 10:00 a.m. (including any adjournment
or postponement thereof, the "Meeting") for the purposes stated in the Notice of
Annual Meeting of Stockholders. The shares represented by proxies will be voted
at the Meeting in accordance with the instructions noted thereon.
A proxy may be revoked at any time before it is exercised by filing a
written notice of revocation with the Secretary of the Company, by revocation in
person at the Meeting or by presenting a later-dated proxy.
This Proxy Statement and the accompanying form of proxy are first being
mailed to stockholders on or about May 3, 2004.
The cost of solicitation will be paid by the Company. In addition to
solicitation by mail, directors, officers and employees of the Company may
solicit proxies from stockholders by telephone, letter, e-mail, facsimile or in
person. The Company expects to pay compensation for the solicitation of proxies,
plus expenses, to Georgeson Shareholder Communications Inc. to supply brokers
and other persons with proxy materials for forwarding to beneficial holders of
Common Stock. The Company expects to pay Georgeson a fee of approximately $2,000
for its services. The Company will also reimburse such brokers and other persons
for expenses related to the forwarding of this mailing.
VOTING RIGHTS; VOTES REQUIRED FOR APPROVAL
The Board fixed the close of business on April 23, 2004 as the record
date for the determination of stockholders entitled to receive notice of, and to
vote at, the Meeting. At the close of business on the record date, there were
outstanding and entitled to vote 3,120,891 shares of Common Stock. Every
stockholder of record on the record date is entitled to one vote for each share
of Common Stock then held.
The presence of a quorum is required to conduct business at the
Meeting. A quorum is defined as a majority of all the shares of Common Stock
entitled to vote at the Meeting, present in person or by proxy. Votes withheld
from director nominees and abstentions will be counted in determining whether a
quorum has been reached.
The affirmative vote of (i) a plurality of the shares present at the
Meeting and entitled to vote on the subject matter is required to elect the
director nominees to the Board and (ii) a majority of the shares present at the
Meeting and entitled to vote on the subject matter is required to ratify the
selection of Ernst & Young LLP as the Company's independent auditors and any
other business which may properly come before the Meeting.
Abstentions will have the same effect as negative votes, except that
abstentions will have
no effect on the election of directors because directors are elected by a
plurality of the votes cast. In accordance with the American Stock Exchange
rules, brokers holding shares in street name for their customers may vote, in
their discretion, on behalf of any customers who do not furnish voting
instructions within 10 days of the Meeting on items such as the election of
directors and ratification of the selection of auditors.
ELECTION OF DIRECTORS
The Company's Certificate of Incorporation provides that the Board of
Directors shall consist of three classes of directors with overlapping
three-year terms. One class of directors is to be elected each year with terms
extending to the third succeeding annual meeting of stockholders. Each of the
three nominees, Edward H. Cohen, Arthur A. Oliner and Harold J. Raveche, to be
elected as a Class II director at the Meeting will hold office until the
Company's annual meeting of stockholders in the year 2007 and until his
successor has been duly elected and qualified. The three directors in Class I,
Robert C. Cargo, Fernando L. Fernandez and Joel H. Goldberg, and the three
directors in Class III, Mason N. Carter, Albert H. Cohen and David B. Miller,
are serving terms expiring at the time of the Company's annual meetings in 2006
and 2005, respectively, and until their respective successors have been duly
elected and qualified.
The persons named in the enclosed form of proxy will vote such proxy for
the election to the Board of Directors as Class II directors of Edward H. Cohen,
Arthur A. Oliner and Harold J. Raveche, each of whom has previously been elected
as a director by the stockholders. Approval of the director nominees requires
the affirmative vote of a plurality of the shares present at the Meeting and
entitled to vote on the subject matter. If no contrary indication is made,
proxies in the accompanying form are to be voted for such nominees or, in the
event any such nominee is not a candidate or is unable to serve as a director at
the time of the election (which is not now expected), for any nominee who shall
be designated by the Board to fill such vacancy, unless the Board shall
determine to reduce the number of directors pursuant to the By-laws. There is no
arrangement or understanding between any director or nominee and any other
person pursuant to which such person was selected as a director or nominee
except for David B. Miller, who was elected pursuant to an agreement between the
Company and DuPont Electronic Technologies ("DuPont") which was entered into on
February 28, 2002.
The Company's Corporate Governance and Nominating Committee (including Dr.
Goldberg, who is not being nominated for director at this time) has reviewed the
qualifications and independence of the nominees for Class II director, and, with
each member of the Committee abstaining as to himself, has recommended each of
the other nominees for election to the Board.
2
THE BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS A VOTE FOR EACH OF THE NOMINEES.
INFORMATION ABOUT NOMINEES FOR DIRECTORS AND CONTINUING DIRECTORS
The following table sets forth certain information with respect to each
nominee for director and each continuing director.
DIRECTOR OF THE
NAME AGE COMPANY SINCE
---- --- ---------------
Class I:
Robert C. Cargo...................................... 57 2002
Fernando L. Fernandez................................ 65 2003
Joel H. Goldberg..................................... 60 1997
Class II:
Edward H. Cohen...................................... 65 1998
Arthur A. Oliner..................................... 83 1961
Harold J. Raveche.................................... 61 2001
Class III:
Mason N. Carter..................................... 58 1995
Albert H. Cohen..................................... 71 1997
David B. Miller..................................... 47 2002
Mason N. Carter was elected to the position of Chairman of the Board on
July 24, 1997. He has served as President and Chief Executive Officer of the
Company since December 16, 1996. He is a director of Transnational Industries,
Inc.
Robert C. Cargo is a Certified Public Accountant who has been self-employed
as a Management Consultant since 2000. Mr. Cargo was employed by Mars,
Incorporated in a number of capacities from 1978 to 2000. Mars, Incorporated is
a global, branded consumer products company that operates business units in over
70 countries. From 1992 to 2000 he was Vice President/Director of Corporate
Finance and Treasury in McLean, Virginia. From 1987 to 1992 he was the Vice
President of Finance and Administration at Mars Confectionery in Slough,
England.
Albert H. Cohen has been self-employed as a management consultant and asset
(money) manager since 1987. He was the Chairman of the Board and the Chief
Executive Officer of
3
Metex Corporation from 1986 to 1987, and from 1964 to 1986 he was its President
and Chief Executive Officer. Metex Corporation is a manufacturer of industrial
and automotive products.
Edward H. Cohen is counsel to the law firm of Katten Muchin Zavis Rosenman,
with which he has been affiliated since 1963. He is a director of Phillips-Van
Heusen Corporation, Franklin Electronic Publishers, Inc., Gilman & Ciocia, Inc.
and Levcor International, Inc.
Fernando L. Fernandez is a professor and the Director of Institute
Technology Initiatives at Stevens Institute of Technology in Hoboken, New
Jersey. Previously, from May 1998 to January 2001, he was Director of the
Defense Advanced Research Projects Agency (DARPA), the central R&D organization
of the Department of Defense. Prior to his tenure at DARPA, Dr. Fernandez held
the position of President and Chairman of the Board of Directors for AETC Inc.,
a firm specializing in environmental surveillance, which he founded in 1994.
Prior to this position, he was President and Chairman of the Board of Directors
of Arete Associates, a Los Angeles-based applied research firm that Dr.
Fernandez founded in 1976.
Joel H. Goldberg has been Chairman and Chief Executive Officer of Career
Consultants, Inc., a management consulting firm, and SK Associates, an
outplacement firm, located in Union, New Jersey, since 1972. Dr. Goldberg is a
director of Phillips-Van Heusen Corporation, Hampshire Group, Limited, and
Modell's, Inc., an advisor to the New Jersey Sports and Exposition Authority and
a member of the Advisory Council for Sports Management of Seton Hall University.
He is also a consultant to the New York Giants, the New Jersey Nets and the
Ottawa Senators professional sports teams.
David B. Miller has been Vice President and General Manager of DuPont
Electronic Techonologies, an electronic development and manufacturing company,
since 2001. Mr. Miller has been employed by DuPont in several capacities since
1981. From 1999 through 2001, Mr. Miller was DuPont's Director of Investor
Relations. From 1997 to 1999, Mr. Miller was Managing Director, Asia Pacific and
Global Business Director, Photopolymer and Electronic Materials. Mr. Miller
served as Global Business Director, Printed Circuit Material from 1995 to 1997.
Mr. Miller has responsibility for DuPont's various electronic material
initiatives. Mr. Miller is a director of DuPont Air Products NanoMaterials Joint
Venture, a joint venture with Air Products and Chemicals, Inc. focused on
chemical mechanical planarization materials, and of HD Microsystems, a joint
venture with Hitachi Chemical that develops, manufactures and markets liquid
polyimides and other materials to the semiconductor industry.
Arthur A. Oliner has been Professor Emeritus of Electrophysics at
Polytechnic University (formerly Polytechnic Institute of Brooklyn) since 1990.
Prior to that, he was head of its Electrical Engineering Department from 1966
until 1974, and was the director of its Microwave Research Institute from 1967
to 1982. He was elected a member of the National Academy of Engineering and a
Fellow of the IEEE, the AAAS, and the British IEE. Dr. Oliner is the author of
three books and has received many awards. He has been an engineering consultant
for such companies as IBM, Boeing, Raytheon, Hughes and Rockwell.
4
Harold J. Raveche has been President of the Stevens Institute of Technology
since 1988. Prior to that, he was the Dean of Rensselaer Polytechnic Institute
from 1985 until 1988. He was a member of the U.S. Trade and Technology missions
to Israel in 1998, Brazil in 1999 and Korea and Taiwan in 2000.
There are no family relationships among the directors or nominees for
directors of the Company.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During the fiscal year that ended on January 3, 2004, the Board of
Directors held seven meetings, one of which was by telephone conference. Each
director attended at least 75% of the total number of meetings of the Board and
of the committees on which such director served during fiscal year 2003. All of
the current directors attended the Company's 2003 Annual Meeting.
The Board of Directors has an Audit Committee, a Compensation Committee, a
Management Committee, and a Corporate Governance and Nominating Committee.
The Audit Committee currently consists of Messrs. Cargo, A. Cohen, E. Cohen
and Dr. Raveche. All current members of the Audit Committee are independent as
defined in Section 121(A) of the American Stock Exchange listing standards. The
Audit Committee's function is to provide assistance to the Board of Directors in
fulfilling the Board's oversight functions relating to the quality and integrity
of the Company's financial reports, monitor the Company's financial reporting
process and internal control system, and perform such other activities
consistent with its charter and the Company's By-laws as the Committee or the
Board of Directors deems appropriate. The Audit Committee is directly
responsible for the appointment, compensation and oversight of the work of the
outside auditors (including resolution of disagreements between management of
the Company and the outside auditors regarding financial reporting) for the
purpose of preparing or issuing an audit report or related work. The Audit
Committee must pre-approve all audit and non-audit services to be provided to
the Company by its outside auditors. The Committee carries out all functions
required by the American Stock Exchange, the Securities and Exchange Commission
and the federal securities laws. The Board of Directors has determined that Mr.
Cargo, in addition to being "independent," is an "audit committee financial
expert" as defined in the SEC's Regulation S-B, Item 401(e)(2). Mr. Cargo's
biographical information is on page 6. During fiscal year 2003, the Audit
Committee held eleven meetings. The Audit Committee's charter is available on
the Company's website at www.merrimacind.com.
Mr. A. Cohen, Dr. Goldberg and Mr. E. Cohen currently serve on the
Compensation Committee. The purpose of the Compensation Committee is to oversee
the responsibilities relating to compensation of the Company's executives and
produce an annual report on executive compensation for inclusion in the
Company's proxy statement. Since December 11, 2002, the Compensation Committee
has administered the Company's equity based employee incentive benefit plans.
During fiscal year 2003, the Compensation Committee held three
5
meetings. The Compensation Committee's charter is available on the Company's
website at www.merrimacind.com.
Messrs. Carter and A. Cohen currently serve on the Management Committee.
The Management Committee recommends to the Board the strategic business
direction for the Company and evaluates the impact of current changes in the
business environment in which the Company operates. During fiscal year 2003, the
Management Committee held two meetings.
On February 27, 2003, the Company formed a Corporate Governance and
Nominating Committee of its Board of Directors comprised of Mr. E. Cohen, Dr.
Goldberg and Dr. Raveche. Each of the members of the Corporate Governance and
Nominating Committee is independent as defined in Section 121(A) of the American
Stock Exchange listing standards. The Governance Committee is responsible for
(1) identifying and recommending to the Board of Directors individuals qualified
to become Board and Committee members; (2) maintaining that a majority of the
Board of Directors members are independent and that all the members of the
Audit, Compensation and Corporate Governance and Nominating Committees are
independent as required; (3) developing and recommending to the Board of
Directors a set of corporate governance principles applicable to the Company;
and (4) addressing corporate governance issues and recommending proposals and
actions for the Board's consideration. The Company has not paid any third party
a fee to assist in the process of identifying and evaluating candidates for
director. The Company has not received any nominees for director from a
stockholder who owns more than 5% of the Company's voting stock. The Corporate
Governance and Nominating Committee's charter is available on the Company's
website at www.merrimacind.com.
NOMINATIONS FOR THE BOARD OF DIRECTORS
The Corporate Governance and Nominating Committee of the Board of Directors
considers director candidates based upon a number of qualifications, including
their independence, knowledge, judgment, integrity, character, leadership,
skills, education, experience, financial literacy, standing in the community and
ability to foster a diversity of backgrounds and views and to complement the
Board's existing strengths. There are no specific, minimum or absolute criteria
for Board membership. The Corporate Governance and Nominating Committee seeks
directors who have demonstrated an ethical and successful career. This may
include experience as a senior executive of a publicly traded corporation,
management consultant, investment banker, partner at a law firm or registered
public accounting firm, professor at an accredited law or business school,
experience in the management or leadership of a substantial private business
enterprise, educational, religious or not-for-profit organization, or such other
professional experience as the Committee shall determine shall qualify an
individual for Board service. The Committee shall make every effort to ensure
that the Board and its Committees include at least the required number of
independent directors, as that term is defined by applicable standards
promulgated by the AMEX and/or the SEC. Backgrounds giving rise to actual or
perceived conflicts of interest are undesirable. In addition, prior to
recommending to the Board the nomination of an existing director for re-election
to the Board, the Committee will consider and review such existing director's
Board and Committee attendance and performance,
6
independence, experience, skills and the contributions that the existing
director brings to the Board.
The Corporate Governance and Nominating Committee has not in the past
relied upon third-party search firms to identify director candidates, but may
employ such firms if so desired. The Corporate Governance and Nominating
Committee generally relies upon, receives and reviews recommendations from a
wide variety of contacts, including current executive officers, directors,
community leaders, and stockholders as a source for potential director
candidates. The Board retains complete independence in making nominations for
election as a member of the Board.
The Corporate Governance and Nominating Committee will consider qualified
director candidates recommended by stockholders in compliance with the Company's
procedures and subject to applicable inquiries. The Corporate Governance and
Nominating Committee's evaluation of candidates recommended by stockholders does
not differ materially from its evaluation of candidates recommended from other
sources. Any stockholder may recommend nominees for director at least 120
calendar days prior to the date on which the Company's proxy statement was
released to stockholders in connection with the previous year's annual meeting,
by writing to Robert V. Condon, Secretary, Merrimac Industries, Inc., 41
Fairfield Place, West Caldwell, NJ 07006, giving the name, company stockholdings
and contact information of the person making the nomination, the candidate's
name, address and other contact information, any direct or indirect holdings of
the Company's securities by the nominee, any information required to be
disclosed about directors under applicable securities laws and/or stock exchange
requirements, information regarding related party transactions with the Company
and/or the stockholder submitting the nomination, and any actual or potential
conflicts of interest, the nominee's biographical data, current public and
private company affiliations, employment history and qualifications and status
as "independent" under applicable securities laws and/or stock exchange
requirements. All of these communications will be reviewed by our Secretary and
forwarded to Edward H. Cohen, the Chair of the Corporate Governance and
Nominating Committee for further review and consideration in accordance with
this policy. Any such stockholder recommendation should be accompanied by a
written statement from the candidate of his or her consent to be named as a
candidate and, if nominated and elected, to serve as a director.
STOCKHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS
Any stockholder or other interested party who desires to communicate with
the Company's Chairman of the Board of Directors or any of the other members of
the Board of Directors may do by writing to: Board of Directors, c/o Mason N.
Carter, Chairman of the Board of Directors, Merrimac Industries, Inc., 41
Fairfield Place, West Caldwell, NJ 07006. Communications may be addressed to the
Chairman of the Board, an individual director, a Board Committee, the
non-management directors or the full Board. Communications received by the
Chairman of the Board will then be distributed to the appropriate directors
unless the Chairman determines that the information submitted constitutes
"spam," pornographic material and/or communications offering to buy or sell
products or services.
7
AUDIT COMMITTEE REPORT
The Company's management has the primary responsibility for the financial
statements and the reporting process, including the Company's system of internal
controls and disclosure controls and procedures. The outside auditors audit the
Company's financial statements and express an opinion on the financial
statements based on the audit. The Audit Committee oversees (i) the accounting
and financial reporting processes of the Company and (ii) the audits of the
financial statements of the Company on behalf of the Board of Directors. The
Audit Committee operates under a written charter adopted by the Board, which
charter was included as an appendix to the Company's Proxy Statement for the
2003 Annual Meeting.
We met and held discussions with management and Ernst & Young LLP, the
Company's independent auditors for fiscal 2003. Management represented to us
that the Company's consolidated financial statements for the fiscal year ended
January 3, 2004 were prepared in accordance with generally accepted accounting
principles. We reviewed and discussed the consolidated financial statements with
both management and the independent auditors. We also discussed with the
independent auditors the matters required to be discussed by Statement on
Auditing Standards No. 61 (Communications with Audit Committees).
We discussed with the independent auditors the overall scope and plans for
the audit. We met with the independent auditors, with and without management, to
discuss the results of their examination, their evaluation of the Company's
internal controls, and the overall quality of the Company's financial reporting.
We discussed with the independent auditors the auditors' independence from
the Company and management, including the independent auditors' written
disclosures required by Independent Standards Board Standard No. 1 (Independence
Discussions With Audit Committees).
Based on the foregoing, we recommended that the audited consolidated
financial statements be included in the Company's Annual Report on Form 10-KSB
for the fiscal year ended January 3, 2004, for filing with the SEC.
Audit Committee
Edward H. Cohen, Chair
Robert C. Cargo
Albert H. Cohen
Harold J. Raveche
8
EXECUTIVE OFFICERS
The following table sets forth certain information with respect to each
executive officer of the Company.
NAME AGE CURRENT POSITION
---- --- ----------------
Mason N. Carter 58 Chairman of the Board, President and Chief Executive Officer
Robert V. Condon 57 Vice President, Finance, Chief Financial Officer, Treasurer
and Secretary
Richard E. Dec 61 Vice President, Corporate Relations
Rocco A. DeLillo 36 Vice President, Engineering
Michael M. Ghadaksaz 49 Vice President, Market Development
Reynold K. Green 45 Vice President and General Manager
Jayson E. Hahn 36 Vice President, Information Technology and Chief
Information Officer
James J. Logothetis 44 Vice President and Chief Technology Officer
Michael Pelenskij 43 Vice President, Manufacturing
Information regarding Mr. Carter is set forth on page 6.
Mr. Condon has been Vice President, Finance and Chief Financial Officer
since joining the Company in March 1996 and was appointed Secretary and
Treasurer in January 1997.
Mr. Dec has been Vice President, Corporate Relations since November 2002
after serving as Vice President Business Development from July 2000. He served
as Vice President, Marketing since joining the Company in March 1997.
Mr. DeLillo was appointed Vice President, Engineering in November 2002
after serving as Vice President of Research and Development since September
2002. Prior to September 2002 he was Director of Research and Development since
1999. He joined the Company in March 1998 as a Senior Research and Development
Engineer.
Mr. Ghadaksaz was appointed Vice President of Marketing Development in
September 2003, after serving as Director of Market Development since February
2003. Prior to joining Merrimac, he served as a consultant for wireless
telecommunications equipment and device manufacturers, U.S. and Canadian venture
capital firms and their portfolio companies. Mr. Ghadaksaz also served on the
Advisory Board of Radical Horizon, an innovative software defined radio solution
provider. From 1999 to 2002, he served as Director of Technology Strategy for
the Strategy Sector at Motorola. From 1995 to 1999, Mr. Ghadaksaz held the
9
positions of Senior Scientist, Applications and Business Development Manager for
Hughes Communications Products Division of Hughes Aircraft Company.
Mr. Green was appointed Vice President and General Manager in November
2002. He was Vice President and General Manager of the RF Microwave Products
Group since January 2000. He was Vice President, Sales from March 1997 to
January 2000 and Vice President of Manufacturing from April 1996 to March 1997.
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.
Mr. Logothetis was appointed Vice President and Chief Technology Officer in
March 2002. Mr. Logothetis was appointed Vice President, Multi-Mix(R)Engineering
in May 1998, after rejoining the Company in January 1997 to serve as Director,
Advanced Technology. Prior to rejoining the Company, he served as a director for
Electromagnetic Technologies, Inc. in 1995 and became Vice President of
Microwave Engineering in 1996. From 1984 through 1994, Mr. Logothetis held
various engineering positions with the Company, including Group Manager,
Engineering.
Mr. Pelenskij was appointed Vice President, Manufacturing in January 2000,
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.
There are no family relationships among the executive officers of the
Company.
EXECUTIVE COMPENSATION
The following table sets forth a summary for the last three fiscal years of
the cash and non-cash compensation awarded to, earned by or paid to the
individuals who were (i) the Chief Executive Officer of the Company during
fiscal year 2003 and (ii) the four other most highly compensated executive
officers serving at the end of the last fiscal year (collectively, the "Named
Executive Officers"). There were no other persons who were executive officers at
any time during fiscal year 2003 and would have been included under clause (ii)
if they had been executive officers at January 3, 2004.
10
SUMMARY COMPENSATION TABLE
Long-Term
Annual Compensation Compensation
-------------------------- ---------------------
Payouts
-------------------------- ---------------------
All Other
Compensation (1)
Name and Principal Position(s) Year Salary ($) Bonus ($) ($)
-------------------------------------------------------------------------------------------------
Mason N. Carter 2003 280,306 - 74,194 (2)
Chairman, President and 2002 275,000 - 84,086 (2)
Chief Executive Officer 2001 260,000 125,000 95,343 (2)
Robert V. Condon 2003 168,814 - 1,875
Vice President, Finance, 2002 165,000 - 5,500
Chief Financial Officer, 2001 158,000 35,000 5,100
Treasurer and Secretary
Reynold K. Green 2003 148,294 - 1,646
Vice President and General 2002 145,000 - 4,795
Manager 2001 135,000 15,000 4,375
James J. Logothetis 2003 125,052 - 736
Vice President and Chief 2002 127,000 - 1,979
Technology Officer 2001 125,000 5,000 2,024
Rocco A. DeLillo 2003 123,244 - 1,367
Vice President, Engineering 2002 115,259 - 3,538
2001 114,000 5,000 3,340
(1) Except as set forth in note (2) below, comprises matching 401(k) amounts
for each of the three fiscal years.
(2) Includes $71,100 in 2003, $78,586 in 2002 and $90,243 in 2001 forgiven by
the Company as a special bonus to Mr. Carter in connection with an
amendment to his employment agreement with the Company. See "Certain
Relationships and Related Transactions" below.
There were no grants of stock options, stock appreciation rights or
restricted stock during fiscal year 2003 to any of the Named Executive Officers.
11
The following table sets forth information concerning the fiscal year-end
value of unexercised options.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options/SARs
Options/SARs at at
FY-End FY-End
Exercisable/ Exercisable/
Name Unexercisable* Unexercisable*($)
-----------------------------------------------------------------------------
Mason N. Carter 111,000/0 0/0
Robert V. Condon 13,750/0 0/0
Reynold K. Green 12,850/0 0/0
James J. Logothetis 30,750/2,750 800/0
Rocco A. DeLillo 14,200/0 0/0
* The vesting of unexercisable options may accelerate upon a change-in-
control of the Company.
No options to purchase shares of Common Stock were exercised by any of the Named
Executive Officers during fiscal year 2003.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
Mason N. Carter is subject to an employment agreement pursuant to which he
will serve as President and Chief Executive Officer of the Company for a minimum
annual salary of $240,000. The initial term of the employment agreement ends on
December 31, 2007 and automatically renews for successive one year periods
thereafter unless terminated pursuant to the terms of the employment agreement.
If, within 12 months after a change-in-control of the Company, Mr. Carter
resigns for "good reason" (as defined in the employment agreement) or is
dismissed without "cause" (as defined in the employment agreement), the Company
will pay Mr. Carter the greater of (a) his 24-month salary and benefits
(including bonus) or (b) his salary and benefits from the date of his
resignation or termination to the end of the then current term of the employment
agreement. The employment agreement also provides that Mr. Carter will receive
an annual special bonus on August 31 in each of the years 2001, 2002, 2003, 2004
and 2005, in the form of forgiveness of 20% of the principal and the accrued
interest (grossed up for income taxes) on a $280,000 loan the Company made to
Mr. Carter on August 31, 2000, in connection with an amendment to Mr. Carter's
employment agreement. See "Certain Relationships and Related Transactions"
below.
12
In September 2003, the Company replaced its existing severance agreements
with each of the Named Executive Officers (other than Mr. Carter) with a new
Plan. The Plan provides, among other things, that if an executive is terminated
by the Company without "cause" or the executive resigns for "good reason" (as
such terms are defined in the Plan) within one year following a "change in
control" (as defined therein) the Company is obligated to pay to the executive
officer over a 12-month period one or two times (as determined by the
Compensation Committee) his "Annual Base Salary" (as defined therein) and to
continue to provide health insurance benefits for two years.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In May 1998, the Company sold 22,000 shares of Common Stock to Mason N.
Carter, Chairman, President and Chief Executive Officer of the Company, at a
price of $11.60 per share, which approximated the average closing price of the
Company's Common Stock during the first quarter of fiscal year 1998. The Company
lent Mr. Carter $255,000 in connection with the purchase of these shares and
combined that loan with a prior loan to Mr. Carter in the amount of $105,000.
The resulting total principal amount of $360,000 was payable May 4, 2003, and
bore interest at a variable interest rate based on the prime rate of the
Company's lending bank. This loan was further amended on July 29, 2002. Accrued
interest of $40,000 was added to the principal, bringing the new principal
amount of the loan to $400,000, the due date was extended to May 4, 2006, and
interest (at the same rate as was previously applicable) is now payable monthly.
Mr. Carter has pledged 33,000 shares of Common Stock as security for this loan,
which is a full-recourse loan.
On August 31, 2000, in connection with an amendment of Mr. Carter's
employment agreement, the Company loaned Mr. Carter an additional $280,000.
Interest on the loan varies and is based on the prime rate of the Company's
lending bank, payable in accordance with Mr. Carter's employment agreement. Each
year the Company is required to forgive 20% of the amount due under this loan
and the accrued interest thereon (grossed up for income taxes). During 2002, the
Company forgave $56,000 of principal and $11,586 of accrued interest and paid
$11,000 for a tax gross-up benefit. During 2003, the Company forgave $56,000 of
principal and $6,800 of accrued interest and paid $8,300 for a tax gross-up
benefit. The Company projects that $56,000 of principal and $4,000 of interest
will be forgiven and a tax gross-up benefit will be paid, in fiscal year 2004.
During fiscal years 2003 and 2002, Mr. A. Cohen was paid $12,000 and
$36,000, respectively, for providing financial consulting services to the
Company. This consulting fee was terminated as of April 30, 2003.
During each of fiscal year 2003 and 2002, Dr. Oliner was paid $36,000 for
providing technology-related consulting services to the Company.
During fiscal years 2003 and 2002, the Company retained Career Consultants,
Inc. and SK Associates to perform executive searches and to provide outplacement
services to the Company and paid those companies $40,000 in 2003 and $24,000 in
2002. Dr. Goldberg is the Chairman and Chief Executive Officer of these
companies.
13
During fiscal years 2003 and 2002, DuPont was paid $109,000 and $36,000,
respectively, for providing technological and marketing related personnel and
services on a cost-sharing basis to the Company.
During fiscal years 2003 and 2002, the Company's General Counsel, Katten
Muchin Zavis Rosenman, was paid $359,000 and $372,000, respectively, for
providing legal services to the Company. Mr. E. Cohen is of counsel to Katten
Muchin Zavis Rosenman but does not share in any fees paid by the Company to
Katten Muchin Zavis Rosenman.
On April 7, 2000, the Company entered into a stock purchase and exclusivity
agreement with Ericsson Microelectronics, A.B. ("Ericsson") and Ericsson Holding
International, B.V. ("EHI") pursuant to which the Company sold to EHI 375,000
shares of Common Stock, representing approximately 17.5% of the Company's
outstanding Common Stock after giving effect to the sale, for an aggregate
purchase price of $3,375,000. The stock purchase and exclusivity agreement also
provides that the Company will design, develop and produce exclusively for
Ericsson certain Multi-Mix(R) products that incorporate active RF power
transistors for use in certain wireless basestation applications, television
transmitters and certain other applications that are intended for Bluetooth
transceivers.
On October 26, 2000, the Company sold to a group of investors led by Adam
Smith Investment Partners, L.P. and certain of its affiliates (the "Adam Smith
Investors"), EHI and three members of the board of directors of the Company
units at a price of $12.80 per unit, each unit consisting of one share of Common
Stock and one warrant with an exercise price of $21.25 which expired on October
26, 2003. The Adam Smith Investors purchased 240,000 units, EHI purchased
100,000 units and Messrs. E. Cohen, Goldberg and Fuller (a former director of
the Company) purchased 5,000, 11,000 and 4,000 units, respectively, for an
aggregate purchase price of $4,608,000. The Common Stock portion of the units
represented an aggregate of approximately 14% of the outstanding Common Stock of
the Company after giving effect to the sales.
On October 1, 2002, EHI completed the sale of most of its microelectronics
business to Infineon Technologies AG ("Infineon"). As part of this transaction,
EHI transferred to Infineon 475,000 shares of the Company's Common Stock and the
right to acquire 119,380 shares of the Company's Common Stock pursuant to the
warrants issued in October 2000, which expired on October 26, 2003, and EHI
assigned to Infineon its rights in the various agreements between EHI and the
Company, which were modified in certain respects pursuant to an agreement with
Infineon.
On February 28, 2002, the Company sold to DuPont 528,413 shares of Common
Stock, approximately 16.6% of the outstanding Common Stock of the Company after
giving effect to the sale, for an aggregate purchase price of $5,284,130. The
Company and DuPont have also agreed to work together to better understand the
dynamics of the markets for high-frequency electronic components and modules. As
part of this transaction, David B. Miller, Vice President and General Manager of
DuPont Electronic Technologies, was appointed to the Company's Board of
Directors.
14
As a result of the sale of Common Stock to DuPont, pursuant to the
anti-dilution provisions of the warrants issued in October 2000, the exercise
price of the warrants was reduced to $17.80 and the number of shares subject to
the warrants was increased to 429,775. The warrants expired October 26, 2003.
COMPENSATION OF DIRECTORS
Each director who is not an employee of the Company receives a monthly
director's fee of $1,500, plus an additional $500 for each meeting of the Board
of Directors and of any Committees of the Board attended. Beginning in fiscal
year 2004, the Chair of the Audit Committee will receive an annual fee of $2,500
for his services in such capacity. The directors are also reimbursed for
reasonable travel expenses incurred in attending Board and Committee meetings.
In addition, pursuant to the 2001 Stock Option Plan, each non-employee director
is annually granted an immediately exercisable option to purchase 2,500 shares
of the Common Stock on the date of each annual meeting of stockholders. Each
such grant is at the fair market value on the date of grant and will expire on
the tenth anniversary of the date of the grant.
STOCK OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS
AND CERTAIN STOCKHOLDERS
The following table sets forth, as of April 23, 2004, information
concerning the Common Stock owned by (i) persons known to the Company who are
beneficial owners of more than five percent of the Common Stock (ii) each
director, director nominee and Named Executive Officer of the Company, and (iii)
all directors, director nominees and executive officers of the Company as a
group, that was either provided by the person to the Company or is publicly
available from filings made with the SEC.
Amount and Nature of
Name and Address Beneficial Ownership+
of Beneficial Owners (direct except as noted) Percent of Class
-------------------- ------------------------ ----------------
E.I. DuPont de Nemours and Company 528,413(1) 16.93%
1007 Market Street
Wilmington, DE 19898
Infineon Technologies AG 475,000(2) 15.22%
St.-Martin-Strasse 53
D-81541 Munich
Germany
Adam Smith Investment Partners, L.P., its 204,900(3) 6.57%
affiliates and associates
Arthur A. Oliner 203,218(4) 6.46%
11 Dawes Road
Lexington, MA 02173
15
Amount and Nature of
Name and Address Beneficial Ownership+
of Beneficial Owners (direct except as noted) Percent of Class
-------------------- ------------------------ ----------------
Lior Bregman 164,500(5) 5.27%
10 Sinclair Terrace
Short Hills, NJ 07078
Mason N. Carter 166,230(6) 5.14%
c/o Merrimac Industries, Inc.
41 Fairfield Place
West Caldwell, NJ 07006
Joel H. Goldberg 53,800(7) 1.72%
c/o C.C.I. / SK Associates, Inc.
1767 Morris Avenue
Union, NJ 07083
Edward H. Cohen 23,800(8) *
c/o Katten Muchin Zavis Rosenman
575 Madison Avenue
New York, NY 10022
Albert H. Cohen 15,800(9) *
51 Primrose Court
Princeton, NJ 08540
Harold J. Raveche 7,759(10) *
c/o Stevens Institute of Technology
Castle Point on Hudson
Hoboken, NJ 07030
David B. Miller 7,500 (11) *
c/o DuPont Electronic Technologies
14 T.W. Alexander Drive
Research Triangle Park, NC 27709
Robert C. Cargo 5,000 (12) *
15 Pond View Road
Chester, NJ 07930
Fernando L. Fernandez 2,500 (13) *
2159 El Amigo Road
Del Mar, CA 92014
James J. Logothetis 33,229(14) 1.05%
c/o Merrimac Industries, Inc.
41 Fairfield Place
West Caldwell, NJ 07006
Robert V. Condon 23,744(15) *
c/o Merrimac Industries, Inc.
41 Fairfield Place
West Caldwell, NJ 07006
16
Amount and Nature of
Name and Address Beneficial Ownership+
of Beneficial Owners (direct except as noted) Percent of Class
-------------------- ------------------------ ----------------
Reynold K. Green 23,153(16) *
c/o Merrimac Industries, Inc.
41 Fairfield Place
West Caldwell, NJ 07006
Rocco A. DeLillo 17,570(17) *
c/o Merrimac Industries, Inc.
41 Fairfield Place
West Caldwell, NJ 07006
All directors and 623,154(18) 18.22%
executive officers as a group
(17 persons)
------------------------------------------------------------------
+ In accordance with Rule 13d-3 of the Securities Exchange Act of 1934, a
person is deemed to be the beneficial owner of securities if such person
has or shares voting power or investment power with respect to such
securities or has the right to acquire beneficial ownership within 60
days.
* The percentage of shares beneficially owned does not exceed 1% of the
class.
(1) Consists of shares owned by DuPont Chemical and Energy Operations, Inc.
("DCEO").
(2) Information as to the shares of Common Stock beneficially owned by
Infineon Technologies AG is as of October 1, 2002, as set forth in a
Schedule 13G filed with the SEC on October 10, 2002.
(3) Adam Smith Investment Partners, L.P., its affiliates and associates
include Adam Smith Investment Partners, L.P. ("ASIP"), Adam Smith Capital
Management LLC ("ASCM"), Diamond Capital Management ("DCM"), Adam Smith
Investments, Ltd. ("ASI"), Richard Grossman, Orin Hirschman and Richard
and Ana Grossman JTWROS. The principal executive offices of ASIP, ASCM and
DCM, and the business address of Richard Grossman, are located at 101 East
52nd Street, New York, New York 10022. The business address of Orin
Hirschman is located at 6006 Berkeley Ave., Baltimore, MD 21209. The
principal executive office of ASI is c/o Insinger Trust (BVI) Limited,
Tropic Isle Building, P.O. Box 438, Road Town, Tortola, British Virgin
Islands. Information as to the shares of Common Stock beneficially owned
by ASIP, ASCM, DCM, ASI, Richard Grossman, Orin Hirschman and Richard and
Ana Grossman is as of December 31, 2003, as set forth in a Schedule 13G/A
filed with the SEC on February 17, 2004.
(4) Includes 27,300 shares subject to stock options that are exercisable
currently or within 60 days, and 9,528 shares owned by Dr. Oliner's wife.
(5) Information as to the shares of Common Stock beneficially owned by Lior
Bregman is as of November 18, 2003, as set forth in a Schedule 13D filed
with the SEC on November 19, 2003.
(6) Includes 111,000 shares subject to stock options that are exercisable
currently or within 60 days.
(7) Includes 10,800 shares subject to stock options that are exercisable
currently or within 60 days.
(8) Includes 10,800 shares subject to stock options that are exercisable
currently or within 60 days.
17
(9) Includes 10,800 shares subject to stock options that are exercisable
currently or within 60 days.
(10) Includes 7,500 shares subject to stock options that are exercisable
currently or within 60 days.
(11) David B. Miller disclaims beneficial ownership of the shares owned by
DCEO. Includes 7,500 shares subject to stock options that are exercisable
currently or within 60 days.
(12) Includes 5,000 shares subject to stock options that are exercisable
currently or within 60 days.
(13) Includes 2,500 shares subject to stock options that are exercisable
currently or within 60 days.
(14) Includes 30,750 shares subject to stock options that are exercisable
currently or within 60 days.
(15) Includes 13,750 shares subject to stock options and 3,078 shares subject
to the Company's stock purchase plan that are exercisable currently or
within 60 days.
(16) Includes 12,850 shares subject to stock options and 2,705 shares subject
to the Company's stock purchase plan that are exercisable currently or
within 60 days.
(17) Includes 14,200 shares subject to stock options and 994 shares subject to
the Company's stock purchase plan that are exercisable currently or within
60 days.
(18) Includes 299,835 shares subject to stock options and 8,497 shares subject
to the Company's stock purchase plan that are exercisable currently or
within 60 days.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than ten percent of
the Common Stock, to file with the SEC initial reports of ownership and reports
of changes in ownership of Common Stock. Officers, directors and greater than
ten percent stockholders are required by SEC regulation to furnish the Company
with copies of all Section 16(a) reports they file.
To the Company's knowledge, based solely on its review of the copies of
such reports furnished to the Company and written representations that no other
reports were required, the Company's officers, directors and greater than ten
percent stockholders complied with these Section 16(a) filing requirements with
respect to the Common Stock during the fiscal year ended January 3, 2004.
18
RATIFICATION OF SELECTION
OF INDEPENDENT AUDITORS
The Audit Committee has selected Ernst & Young LLP as independent auditors
to audit and report upon the consolidated financial statements of the Company
for fiscal year 2004. The Board of Directors recommends that the stockholders
ratify the selection of Ernst & Young LLP.
A representative of Ernst & Young LLP is expected to be present at the
Meeting to respond to appropriate questions, and to make a statement if he
desires.
Audit Fees. The aggregate fees billed or to be billed by Ernst & Young LLP
for each of the last two fiscal years for professional services rendered for the
audit of the Company's annual financial statements, review of financial
statements included in the Company's quarterly reports on Form 10-Q and services
that were provided in connection with statutory and regulatory filings or
engagements were $261,000 for 2003 and $240,000 for 2002.
Audit-related Fees. The aggregate fees billed or to be billed by Ernst &
Young LLP for each of the last two fiscal years for assurance and related
services that were reasonably related to the performance of the audit or review
of the Company's financial statements were $13,000 for 2003 and $22,000 for
2002. The nature of the services performed for these fees was services provided
in connection with the employee savings and investment plan audits and
accounting consultations.
Tax Fees. The aggregate fees billed by Ernst & Young LLP in each of the
last two fiscal years for professional services rendered for tax compliance, tax
advice and tax planning were $55,000 for 2003 and $45,000 for 2002. The nature
of the services performed for these fees was tax return preparation and services
provided in connection with state tax matters and prior tax refund claims.
All Other Fees. The aggregate fees billed by Ernst & Young LLP in each of
the last two fiscal years for products and services other than those reported in
the three prior categories were $11,000 for 2003 and $0 for 2002. The nature of
the services performed for these fees was advisory review of government
contracts.
PRIOR AUDITORS
On April 26, 2002, Merrimac Industries, Inc. (the "Company") decided to
engage Ernst & Young LLP to serve as the Company's independent auditors for
2002. The Company's independent auditor since 1997 had been Arthur Andersen LLP.
This determination not to reappoint Arthur Andersen LLP was approved by the
Board of Directors of the Company upon the recommendation of the Audit Committee
of the Company.
During the years ended December 29, 2001 and December 30, 2000 and through
April 26, 2002, there were no disagreements with Arthur Andersen LLP on any
matter of accounting
19
principle or practice, financial statement disclosure, or auditing scope or
procedure which, if not resolved to Arthur Andersen LLP's satisfaction, would
have caused them to make reference to the subject matter of the disagreement in
connection with their reports. The audit reports of Arthur Andersen LLP on the
Company's consolidated financial statements as of and for the fiscal years ended
December 29, 2001 and December 30, 2000 did not contain any adverse opinion or
disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope or accounting principles. None of the reportable events described
under Item 304(a)(1)(iv)(B) of Regulation S-B occurred within the Company's two
most recent fiscal years and through April 26, 2002. The Company provided Arthur
Andersen LLP with a copy of the foregoing disclosures. Attached as Exhibit 16.1
to the Company's Form 8-K filed with the SEC on April 30, 2002 is a copy of
Arthur Andersen LLP's letter, dated April 30, 2002, stating its agreement with
such statements. During the years ended December 29, 2001 and December 30, 2000
and through April 26, 2002, the Company did not consult Ernst & Young LLP
regarding any matters or events set forth in Item 304(a)(2)(i) and (ii) of
Regulation S-K.
POLICY ON PRE-APPROVAL OF SERVICES PROVIDED BY ERNST & YOUNG LLP
The Audit Committee has established policies and procedures regarding
pre-approval of all services provided by the independent auditor. The Audit
Committee will annually review and pre-approve the services that may be provided
by the independent auditor without obtaining specific pre-approval from the
Audit Committee. Unless a type of service has received general pre-approval, it
requires specific pre-approval by the Audit Committee if it is to be provided by
the independent auditor. The Audit Committee may delegate, subject to any rules
or limitations it may deem appropriate, to one or more designated members of the
Audit Committee the authority to grant such pre-approvals; provided, however,
that the decisions of any member to whom authority is so delegated to
pre-approve an activity shall be presented to the full Audit Committee at its
next scheduled meeting. The Audit Committee has delegated such pre-approval
authority to Edward H. Cohen, Chair of the Audit Committee. The Audit Committee
pre-approved all audit and permitted non-audit services that were provided after
the pre-approval requirements under the Sarbanes-Oxley Act became effective on
May 6, 2003. The Company's pre-approval policy can be found on the Company's
website at www.merrimacind.com.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A
VOTE FOR RATIFICATION OF ERNST & YOUNG LLP AS
INDEPENDENT AUDITORS FOR 2004.
STOCKHOLDER PROPOSALS
In order to be included in the proxy statement and proxy card relating to
the 2005 annual meeting of stockholders, stockholder proposals must be received
by the Secretary of the Company at the address below no later than January 2,
2005. The proxy or proxies designated by the Company will have discretionary
authority to vote on any matter properly presented by a stockholder for
consideration at the next annual meeting of stockholders but not submitted for
inclusion in the proxy materials for such meeting, unless notice of the matter
is received by the
20
Secretary of the Company at the address set forth below not later than March 19,
2005. All proposals must meet the requirements set forth in the rules and
regulations of the SEC in order to be eligible for inclusion in the proxy
statement for the 2005 annual meeting of stockholders.
ANNUAL REPORT
All stockholders as of the record date are concurrently being sent a copy
of the Company's Annual Report for the fiscal year ended January 3, 2004.
In addition, upon the written request of any stockholder, the Company will
furnish that person, without charge, with a copy of the Form 10-KSB as filed
with the SEC on April 2, 2004. Any such request should be made in writing to:
Secretary
Merrimac Industries, Inc.
P.O. Box 986
West Caldwell, NJ 07007-0986
OTHER BUSINESS
As of the date of this Proxy Statement, the Board of Directors has no
knowledge of any business other than that described above that will be presented
at the Meeting for action by the stockholders. If any other business should
properly come before the Meeting, it is intended that the persons designated as
attorneys and proxies in the enclosed form of proxy will vote all such proxies
as they in their discretion determine.
By Order of the Board of Directors
/s/ Robert V. Condon
ROBERT V. CONDON
Secretary
April 30, 2004
21
MERRIMAC INDUSTRIES, INC.
41 FAIRFIELD PLACE
WEST CALDWELL, NEW JERSEY 07006-6287
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY
The undersigned hereby appoints Mason N. Carter and Robert V. Condon as
proxies, each with the power to appoint his substitute, and hereby authorizes
either or both to represent and to vote all shares of Common Stock of Merrimac
Industries, Inc. held of record by the undersigned on April 23, 2004, at the
Annual Meeting of Stockholders to be held on June 17, 2004, at Merrimac
Industries, Inc., 41 Fairfield Place, West Caldwell, New Jersey, at 10:00 a.m.
(or any adjournment or postponement thereof), for the proposals and items
referred to on the reverse side and described in the Proxy Statement, and to
vote in their discretion on any other business as may properly come before the
Annual Meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED (I) FOR THE ELECTION
OF THE NOMINEES OF THE BOARD OF DIRECTORS AND (II) FOR THE RATIFICATION OF ERNST
& YOUNG LLP AS THE INDEPENDENT AUDITORS.
PLEASE MARK ON THE REVERSE SIDE, SIGN, DATE AND RETURN THIS
PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
FOLD AND DETACH HERE
Please mark your votes as indicated in this example [X]
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2:
No. 1 Election of Directors
----------------------------
FOR WITHHOLD
all from
nominees nominees
[ ] [ ]
Nominees: 01- Edward H. Cohen, 02- Arthur A. Oliner and 03- Harold J. Raveche
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THAT NOMINEE'S NAME ON THE LINE PROVIDED BELOW.)
--------------------------------
No. 2 Ratification of Ernst & Young LLP as the independent auditors
--------------------------------------------------------------------
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
No. 3 To transact such other business as may properly come before the meeting
------------------------------------------------------------------------------
Dated: , 2004
----------------
------------------------------------------
Signature
------------------------------------------
Signature
This proxy must be signed exactly as name appears hereon. When shares are held
by joint tenants, both should sign. Executors, administrators, trustees, etc.,
should give full title as such. If the signer is a corporation, please sign full
corporate name by duly authorized officer.
SIGN, DATE AND MAIL YOUR PROXY PROMPTLY TODAY.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
DETACH HERE
VOTE BY INTERNET OR TELEPHONE OR MAIL 24 HOURS A DAY, 7 DAYS A WEEK
INTERNET AND TELEPHONE VOTING IS AVAILABLE THROUGH 11:59 PM EASTERN TIME
THE DAY PRIOR TO ANNUAL MEETING DAY.
YOUR TELEPHONE OR INTERNET VOTE AUTHORIZES THE NAMED PROXIES TO VOTE YOUR
SHARES IN THE SAME MANNER AS IF YOU MARKED, SIGNED
AND RETURNED YOUR PROXY CARD.
--------------------------------------------------------------------------------
INTERNET
HTTP://WWW.EPROXY.COM/MRM
Use the Internet to vote your proxy. Have your proxy card in hand when you
access the web site. You will be prompted to enter your control number, located
in the box below, to create and submit an electronic ballot.
--------------------------------------------------------------------------------
OR
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TELEPHONE
1-800-435-6710
Use any touch-tone telephone to vote your proxy. Have your proxy card in hand
when you call. You will be prompted to enter your control number, located in the
box below, and then follow the directions given.
--------------------------------------------------------------------------------
OR
--------------------------------------------------------------------------------
MAIL
Mark, sign and date your proxy card and return it in the enclosed postage-paid
envelope.
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IF YOU VOTE YOUR PROXY BY INTERNET OR BY TELEPHONE,
YOU DO NOT NEED TO MAIL BACK YOUR PROXY CARD.
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