UNITED
STATES
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)
December 28, 2007
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MERRIMAC
INDUSTRIES, INC.
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(Exact
name of registrant as specified in its
charter)
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Delaware
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0-11201
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22-1642321
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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41
Fairfield Place, West Caldwell, New
Jersey
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07006
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(Address
of principal executive
offices)
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(Zip
Code)
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Registrant's
telephone number, including area code (973) 575-1300
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(Former
name or former address, if changed since
last report.)
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Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule
14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
o Pre-commencement
communications pursuant to Rule
13e-4(c) under the Exchange
Act (17 CFR 240.13a-4(c))
Item
1.01 Entry into a Material Definitive Agreement.
On
December 28, 2007, Merrimac Industries, Inc. and its wholly-owned subsidiary
Filtran Microcircuits Inc. (“Filtran”) entered into an Asset Purchase Agreement
(the “Agreement”), with Firan Technology Group Corporation, a company
headquartered in Toronto, Ontario, Canada (“FTG”). Pursuant to the Agreement,
Filtran sold substantially all of its assets to FTG, a publicly-held
manufacturer of high technology/high reliability printed circuit boards, that
has operations in Toronto, Ontario, Canada and Chatsworth, California.
The
total consideration payable by FTG is Canadian $1,450,000 plus the assumption
of
certain liabilities of Filtran of approximately Canadian $360,000. FTG paid
Canadian $800,000 of the purchase price at the closing, which occurred on
December 28, 2007, with the balance payable near the conclusion of an eight-week
transitional period.
The
Agreement contains customary representations, warranties and
covenants.
The
description of the Agreement is qualified in its entirety by reference to the
full text thereof, a copy which is filed as an exhibit to this Current Report
on
Form 8-K.
Item
9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c)
Exhibits:
Exhibit Description
10.1
Asset
Purchase Agreement, dated December 28, 2007, made between Filtran Microcircuits
Inc. and Merrimac Industries, Inc and Firan Technology Group
Corporation.
99.1
News
Release, dated December 31, 2007, announcing the sale of substantially all
of
the assets of Filtran Microcircuits Inc. to Firan Technology Group
Corporation.
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.
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MERRIMAC INDUSTRIES, INC. |
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By:
/s/ Robert V. Condon |
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Name:
Robert V. Condon |
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Title:
Vice President, Finance |
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and Chief Financial
Officer |
Date:
January 4, 2008