x |
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|
o |
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|
Delaware
|
22-1642321
|
(State
or Other Jurisdiction of
Incorporation
or Organization)
|
(I.R.S.
Employer
Identification
No.)
|
41
Fairfield Place, West Caldwell, New
Jersey
|
07006
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Title of Each Class
|
Name of Exchange on Which Registered
|
|
Common
Stock
Common
Stock Purchase Rights
|
The
American Stock Exchange
The
American Stock Exchange
|
Large
accelerated filer
|
o |
Accelerated
filer
|
o |
Non-accelerated
filer
|
o |
Smaller
reporting company
|
x |
|
Page
|
|
PART I | ||
Item
1.
|
Business
|
4
|
Item
1A.
|
Risk
Factors
|
14
|
Item
1B.
|
Unresolved
Staff Comments
|
20
|
Item
2.
|
Properties
|
21
|
Item
3.
|
Legal
Proceedings
|
21
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
21
|
PART
II
|
||
Item
5.
|
Market
for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
|
22
|
Item
7.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
24
|
Item
7A.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
34
|
Item
8.
|
Financial
Statements and Supplementary Data
|
35
|
Item
9.
|
Changes
In and Disagreements with Accountants on Accounting and Financial
Disclosure
|
59
|
Item
9A.
|
Controls
and Procedures
|
59
|
Item 9A (T).
|
Controls
and Procedures
|
59
|
Item
9B.
|
Other
Information
|
59
|
PART
III
|
||
Item
10.
|
Directors,
Executive Officers and Corporate Governance
|
60
|
Item
11.
|
Executive
Compensation
|
61
|
Item
12.
|
Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
|
61
|
Item
13.
|
Certain
Relationships and Related Transactions and Director
Independence
|
61
|
Item
14.
|
Principal
Accounting Fees and Services
|
61
|
Item
15.
|
Exhibits,
Financial Statement Schedules
|
62
|
Signatures
|
65
|
2007
|
2006
|
||||||
Initial
design orders
|
24
|
%
|
23
|
%
|
|||
Repeat
design orders
|
62
|
%
|
63
|
%
|
|||
Catalog
sale orders
|
14
|
%
|
14
|
%
|
·
|
power
dividers/combiners that equally divide input signals or combine coherent
signals for nearly lossless power combinations;
|
·
|
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);
|
·
|
directional
couplers that allow for signal sampling along transmission
lines;
|
·
|
phase
shifters that accurately and repeatedly alter a signal's phase
transmission to achieve desired signal processing or
demodulation;
|
·
|
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;
|
·
|
balanced
mixers that convert input frequencies to another frequency; variable
attenuators that serve to control or reduce power flow without
distortion;
|
·
|
beamformers
that permit an antenna to electronically track signals when receiving
and
electronically adjust radiation patterns when transmitting;
and
|
·
|
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.
|
·
|
RF
Microwave electronic components and subsystems;
and
|
·
|
Multi-Mix®.
|
·
|
Providing
unique and cutting-edge customized technology
solutions;
|
·
|
Expanding
existing customer relationships and attracting new customers with
our
smaller, more complex, more reliable, lower cost product
offerings;
|
·
|
Meeting
the advanced needs of our defense, satellite and OEM wireless industry
customers with innovative specialty applications and products;
and
|
·
|
Improving
and integrating our internal development, engineering and production
capacities to reduce costs and improve
service.
|
·
|
High
Power: Our thermal management design and processes enable Merrimac
products to achieve power levels greater than 500 watts. Our
process enables the use of low loss dielectrics and metals, so that
power
dissipation is minimized (i.e. less heat is generated). In addition,
thick
metal layers and thermal vias are utilized to draw out, spread, and
sink
away heat generated in the circuits and modules. Further, since thick
metal layers are directly bonded to dielectric layers using a high
temperature process, the resulting module is robust, and able to
withstand
subsequent environmental processing temperatures without being adversely
affected.
|
·
|
High
Frequency: Our products operate efficiently across high frequency
bands up
to 100 GHz, an ever-growing marketplace requirement. The
efficient performance of circuits and modules at millimeter wave
frequencies is enabled by our ability to miniaturize the printed
circuit
elements and integrate them with semiconductor microcircuits (MMICs).
Our
process allows the fabrication of a homogeneous circuit medium with
accurate circuit feature
producibility.
|
·
|
High
Performance: Our focus on technology innovation and process excellence
delivers solutions that perform without failure in all mission-critical
environments and under extremely demanding
conditions.
|
·
|
Minimize
considerable costs of design, test and measurement, packaging, and
manufacturing, as well as the unpredictable follow-on costs typically
associated with factory tuning and
optimization;
|
·
|
Utilize
modules that integrate functionality. We dramatically reduce size,
weight,
cost, component count and optimize thermal management by providing
leading-edge multifunction modules;
|
·
|
Reduce
the time and costs it takes to implement manufacturable and repeatable
products; and
|
·
|
Outsource
functions that are not considered their own core competencies, which
in
turn allow them to maintain focus on their core business
competencies.
|
·
|
BAE
Systems
|
·
|
The
Boeing Company
|
·
|
Celestica,
Inc.
|
·
|
EADS
Astrium
|
·
|
General
Dynamics Corporation
|
·
|
ITT
|
·
|
L-3
Communications Corporation
|
·
|
Lockheed
Martin Corporation
|
·
|
Northrop
Grumman Corporation
|
·
|
Raytheon
Company
|
·
|
Space
Systems Loral
|
2007
|
2006
|
||||||
Raytheon
Company
|
16.6
|
%
|
12.6
|
%
|
|||
Lockheed
Martin Corporation
|
11.3
|
%
|
10.5
|
%
|
|||
Space
Systems Loral
|
9.8
|
%
|
7.9
|
%
|
|||
Northrop
Grumman Corporation
|
7.0
|
%
|
7.1
|
%
|
|||
The
Boeing Company
|
6.7
|
%
|
10.2
|
%
|
-
|
the
inability of our customers to adapt to rapidly changing technology
and
evolving industry standards that result in short product life cycles;
|
-
|
the
inability of our customers to develop and market their products,
some of
which are new and untested; and
|
-
|
the
potential that our customers’ products may become obsolete or the failure
of our customers’ products to gain widespread commercial
acceptance.
|
-
|
declines
in the market value of inventory;
|
-
|
changes
in customer demand for inventory, such as cancellation of orders;
and
|
-
|
our
purchases of inventory beyond customer needs that result in excess
quantities on hand and that we are not able to return to the vendor
or
charge back to the customer.
|
-
|
adversely
affect our operating results by reducing the volumes of products
that we
manufacture for our customers;
|
-
|
delay
or eliminate recoupment of our expenditures for inventory purchased
in
preparation for customer orders; and
|
-
|
lower
our asset utilization, which would result in lower gross margins.
|
-
|
customer
decisions to defer, accelerate or cancel
orders;
|
-
|
timing
of shipments of orders for our
products;
|
-
|
changes
in the mix of net sales attributable to higher-margin and lower-margin
products;
|
-
|
changes
in product mix which could cause unexpected engineering or research
and
development costs;
|
-
|
announcements
or introductions of new products by our
competitors;
|
-
|
engineering
or production delays due to product defects or quality problems and
production yield issues; and
|
-
|
dynamic
defense budgets which could cause military program delays or
cancellations.
|
Fiscal
Year Ended December 29, 2007
|
|||||||
High
|
Low
|
||||||
First
Quarter
|
$
|
10.10
|
$
|
8.65
|
|||
Second
Quarter
|
$
|
10.50
|
$
|
8.86
|
|||
Third
Quarter
|
$
|
10.45
|
$
|
9.50
|
|||
Fourth
Quarter
|
$
|
10.15
|
$
|
8.64
|
|||
Fiscal
Year Ended December 30, 2006
|
|||||||
|
High
|
Low
|
|||||
First
Quarter
|
$
|
10.20
|
$
|
8.81
|
|||
Second
Quarter
|
$
|
9.90
|
$
|
8.70
|
|||
Third
Quarter
|
$
|
10.40
|
$
|
9.75
|
|||
Fourth
Quarter
|
$
|
10.40
|
$
|
9.75
|
|||
|
12/28/02
|
1/3/04
|
1/1/05
|
12/31/05
|
12/30/06
|
12/29/07
|
|||||||||||||
Merrimac
Industries, Inc.
|
100.00
|
143.16
|
190.32
|
189.47
|
210.53
|
213.68
|
|||||||||||||
AMEX
Composite
|
100.00
|
146.44
|
174.44
|
215.26
|
257.04
|
299.37
|
|||||||||||||
AMEX
Technology
|
100.00
|
156.38
|
178.16
|
165.29
|
213.06
|
231.42
|
(a)
|
(b)
|
(c)
|
||||||||
Plan
category
|
Number of securities to
be issued upon exercise of outstanding options, warrants
and rights
|
Weighted-average
exercise price of
outstanding options, warrants and rights
|
Number of securities remaining
available for future issuance
under equity compensation plans (excluding securities
reflected
in
column (a))
|
|||||||
Equity
compensation plans approved by security holders
|
594,747
|
$
|
9.30
|
164,100
|
||||||
Equity
compensation plans not approved by security holders
|
-
|
-
|
-
|
|||||||
Total
|
594,747
|
$
|
9.30
|
164,100
|
2007
|
2006
|
||||||
Raytheon
Company
|
16.6
|
%
|
12.6
|
%
|
|||
Lockheed
Martin Corporation
|
11.3
|
%
|
10.5
|
%
|
|||
Space
Systems Loral
|
9.8
|
%
|
7.9
|
%
|
|||
Northrop
Grumman Corporation
|
7.0
|
%
|
7.1
|
%
|
|||
The
Boeing Company
|
6.7
|
%
|
10.2
|
%
|
2007
|
2006
|
|||||||||||||||||||||||||||
North
America
|
Rest
of World
|
North
America
|
Rest
of World
|
|||||||||||||||||||||||||
$
|
%
|
$
|
%
|
$
|
%
|
$
|
%
|
|||||||||||||||||||||
Military
and commercial satellites
|
$
|
6,205,000
|
28.4%
|
|
$
|
577,000
|
2.6%
|
|
$
|
9,389,000
|
41.6%
|
|
$
|
602,000
|
2.7%
|
|
||||||||||||
Defense
|
$
|
5,092,000
|
23.3%
|
|
$
|
853,000
|
3.9%
|
|
$
|
5,016,000
|
22.3%
|
|
$
|
517,000
|
2.3%
|
|
||||||||||||
Commercial
|
$
|
8,371,000
|
38.2%
|
$
|
789,000
|
3.6%
|
$
|
6,468,000
|
28.7%
|
$
|
539,000
|
2.4%
|
|
2007
|
2006
|
||||||
Initial
design orders
|
24
|
%
|
23
|
%
|
|||
Repeat
design orders
|
62
|
%
|
63
|
%
|
|||
Catalog
sale orders
|
14
|
%
|
14
|
%
|
Years
Ended
|
|||||||
December
29,
2007
|
December
30,
2006
|
||||||
|
|
||||||
Net
sales
|
$
|
3,628,000
|
$
|
5,045,000
|
|||
Loss
before provision (benefit) for income taxes
|
(5,877,000
|
)
|
(751,000
|
)
|
|||
Gain
on sale of assets of discontinued operation
|
1,936,000
|
-
|
|||||
Provision
(benefit) for income taxes
|
446,000
|
(69,000
|
)
|
||||
Net
loss
|
$
|
(4,387,000
|
)
|
$
|
(682,000
|
)
|
Net
assets:
|
||||
Property,
plant and equipment, at cost
|
$
|
14,789,000
|
||
Less
accumulated depreciation and amortization
|
9,308,000
|
|||
Property,
plant and equipment, net
|
5,481,000
|
|||
Inventories
|
707,000
|
|||
Other
assets, net
|
159,000
|
|||
Total
net assets at December 29, 2007
|
$
|
6,347,000
|
||
Commitments:
|
||||
Planned
equipment purchases for 2008
|
$
|
680,000
|
||
Lease
obligations through January 2011
|
575,000
|
|||
Total
commitments
|
$
|
1,255,000
|
||
Total
net assets and commitments
|
$
|
7,602,000
|
-
|
declines
in the market value of inventory;
and
|
-
|
changes
in customer demand for inventory, such as cancellation of orders;
and
|
-
|
our
purchases of inventory beyond customer needs that result in excess
quantities on hand and that we are not able to return to the vendor
or
charge back to the customer.
|
Percentage
of Net Sales
|
|||||||
Years
Ended
|
|||||||
(Unaudited)
|
|||||||
December
29,
2007
|
December
30,
2006
|
||||||
Net
sales
|
100.0
|
%
|
100.0
|
%
|
|||
Costs
and expenses:
|
|||||||
Cost
of sales
|
58.4
|
59.3
|
|||||
Selling,
general and administrative
|
38.6
|
38.1
|
|||||
Research
and development
|
7.2
|
8.5
|
|||||
Restructuring
charge
|
-
|
.9
|
|||||
104.2
|
106.8
|
||||||
Operating
loss
|
(4.2
|
)
|
(6.8
|
)
|
|||
Interest
and other expense, net
|
(.6
|
)
|
(.1
|
)
|
|||
Loss
from continuing operations before
income taxes
|
(4.8
|
)
|
(6.9
|
)
|
|||
Provision
(benefit) for income taxes
|
-
|
-
|
|||||
Loss
from continuing operations
|
(4.8
|
)
|
(6.9
|
)
|
|||
Loss
from discontinued operations, net of income
taxes
|
(20.0
|
)
|
(3.0
|
)
|
|||
Net
loss
|
(24.8
|
)%
|
(9.9
|
)%
|
2007
|
2006
|
||||||
Beginning
Backlog
|
$
|
11,490,000
|
$
|
12,050,000
|
|||
Plus
Bookings
|
$
|
28,388,000
|
$
|
21,972,000
|
|||
Less
Net Sales
|
$
|
21,887,000
|
$
|
22,532,000
|
|||
Ending
Backlog
|
$
|
17,991,000
|
$
|
11,490,000
|
|||
Book-to-Bill
Ratio
|
1.30
|
0.98
|
2007
|
2006
|
||||||||||||||||||
$
|
Increase/
(Decrease)
From
Prior
Year
|
%
of
Net
Sales
|
$
|
Increase/
(Decrease)
From
Prior
Year
|
%
of
Net
Sales
|
||||||||||||||
Gross
profit
|
$
|
9,099,000
|
$
|
(76,000
|
)
|
41.6%
|
|
$
|
9,175,000
|
$
|
(1,107,000
|
)
|
40.7%
|
|
Payment
due by period (in thousands)
|
||||||||||||||||
Contractual
Obligations
|
Total
|
Less
than
1
year
|
1-3
years
|
3-5
years
|
More
than
5
years
|
|||||||||||
Long-Term
Debt Obligations
|
$
|
4,313
|
$
|
550
|
$
|
1,100
|
$
|
600
|
$
|
2,063
|
||||||
Operating
Lease Obligations
|
1,194
|
399
|
765
|
30
|
-
|
|||||||||||
Total
|
$
|
5,507
|
$
|
949
|
$
|
1,865
|
$
|
630
|
$
|
2,063
|
2007
|
2006
|
||||||
CONTINUING
OPERATIONS
|
|||||||
Net
sales
|
$
|
21,886,946
|
$
|
22,531,360
|
|||
Costs
and expenses:
|
|||||||
Cost
of sales
|
12,788,095
|
13,356,415
|
|||||
Selling,
general and administrative
|
8,435,173
|
8,591,502
|
|||||
Research
and development
|
1,579,250
|
1,909,874
|
|||||
Restructuring
charge
|
-
|
199,508
|
|||||
|
22,802,518
|
24,057,299
|
|||||
Operating
loss
|
(915,572
|
)
|
(1,525,939
|
)
|
|||
Interest
and other expense, net
|
(123,492
|
)
|
(17,737
|
)
|
|||
Loss
from continuing operations before income taxes
|
(1,039,064
|
)
|
(1,543,676
|
)
|
|||
Provision
for income taxes
|
-
|
-
|
|||||
Loss
from continuing operations
|
(1,039,064
|
)
|
(1,543,676
|
)
|
|||
DISCONTINUED
OPERATIONS
|
|||||||
Loss
from discontinued operations net of income taxes
|
(4,386,829
|
)
|
(681,785
|
)
|
|||
Net
loss
|
$
|
(5,425,893
|
)
|
$
|
(2,225,461
|
)
|
|
Loss
per common share from continuing operations-basic and
diluted
|
$
|
(.35
|
)
|
$
|
(.49
|
)
|
|
Loss
per common share from discontinued operations-basic
and diluted
|
$
|
(1.48
|
)
|
$
|
(.22
|
)
|
|
Net
loss per common share-basic and diluted
|
$
|
(1.83
|
)
|
$
|
(.71
|
)
|
|
Weighted
average number of shares outstanding-basic and diluted
|
2,962,575
|
3,142,154
|
|||||
COMPREHENSIVE
INCOME (LOSS)
|
|||||||
Net
loss
|
$
|
(5,425,893
|
)
|
$
|
(2,225,461
|
)
|
|
Comprehensive
income (loss):
|
|||||||
Foreign
currency translation adjustment
|
(1,389,038
|
)
|
21,622
|
||||
Comprehensive
loss
|
$
|
(6,814,931
|
)
|
$
|
(2,203,839
|
)
|
|
2007
|
2006
|
|||||
ASSETS
|
|||||||
Current
assets:
|
|||||||
Cash
and cash equivalents
|
$
|
2,004,471
|
$
|
5,399,333
|
|||
Accounts
receivable, net of allowance of $30,000 and $50,000 in 2007 and 2006
|
5,299,753
|
5,140,454
|
|||||
Inventories,
net (see note 16)
|
5,039,770
|
3,740,317
|
|||||
Other
current assets
|
774,007
|
833,543
|
|||||
Due
from assets sale contract
|
664,282
|
-
|
|||||
Current
assets held for sale
|
-
|
1,607,679
|
|||||
Total
current assets
|
13,782,283
|
16,721,326
|
|||||
Property,
plant and equipment
|
37,556,672
|
36,626,348
|
|||||
Less
accumulated depreciation and amortization
|
26,600,240
|
24,850,616
|
|||||
Property,
plant and equipment, net
|
10,956,432
|
11,775,732
|
|||||
Restricted
cash
|
250,000
|
-
|
|||||
Other
assets
|
531,633
|
491,596
|
|||||
Deferred
tax assets
|
52,000
|
100,000
|
|||||
Long-term
assets held for sale
|
-
|
5,164,852
|
|||||
Total
Assets
|
$
|
25,572,348
|
$
|
34,253,506
|
|||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|||||||
Current
liabilities:
|
|||||||
Current
portion of long-term debt
|
$
|
550,000
|
$
|
550,000
|
|||
Accounts
payable
|
943,481
|
767,681
|
|||||
Accrued
liabilities (see note 16)
|
1,965,403
|
1,098,976
|
|||||
Customer
deposits
|
363,296
|
203,783
|
|||||
Deferred
income taxes
|
52,000
|
100,000
|
|||||
Current
liabilities related to assets held for sale
|
-
|
646,410
|
|||||
Total
current liabilities
|
3,874,180 |
3,366,850
|
|||||
Long-term
debt, net of current portion
|
3,762,500
|
4,312,500
|
|||||
Deferred
liabilities
|
61,300
|
37,839
|
|||||
Long-term
liabilities related to assets held for sale
|
-
|
251,540
|
|||||
Total
liabilities
|
7,697,980
|
7,968,729
|
|||||
Commitments
and contingencies
|
|||||||
Stockholders'
equity:
|
|||||||
Preferred
stock, par value $.01 per share:
|
|||||||
Authorized:
1,000,000 shares
|
|||||||
No
shares issued
|
|||||||
Common
stock, par value $.01 per share:
|
|||||||
20,000,000
shares authorized; 3,289,103 and 3,265,638 shares issued; and
2,926,198 and 3,141,433 shares outstanding, respectively
|
32,891
|
32,656
|
|||||
Additional
paid-in capital
|
19,789,717
|
19,237,130
|
|||||
Retained
earnings
|
1,173,924
|
6,599,817
|
|||||
Accumulated
other comprehensive income
|
-
|
1,389,038
|
|||||
20,996,532
|
27,258,641
|
||||||
Less
treasury stock, at cost –
362,905
shares at December 29, 2007 and 124,205
shares at December 30, 2006
|
(3,122,164
|
)
|
(973,864
|
)
|
|||
Total
stockholders' equity
|
17,874,368
|
26,284,777
|
|||||
Total
Liabilities and Stockholders' Equity
|
$
|
25,572,348
|
$
|
34,253,506
|
Common
Stock
|
Additional
Paid-in
|
Retained
|
Accumulated
Other
Comprehensive
|
Treasury
Stock
|
Loan
to
Officer-
|
|||||||||||||||||||||||
Shares
|
Amount
|
Capital(A)
|
Earnings
|
Income (Loss) (B)
|
Shares
|
Amount
|
Stockholder
|
Total
|
||||||||||||||||||||
Balance,
December 31, 2005
|
3,228,715
|
$
|
32,287
|
$
|
18,823,353
|
$
|
8,441,278
|
$
|
1,367,416
|
82,100
|
$
|
(573,866
|
)
|
$
|
(400,000
|
)
|
$
|
27,690,468
|
||||||||||
Cumulative
effect at January
1, 2006, of change in method of quantifying errors (note
16)
|
384,000
|
384,000
|
||||||||||||||||||||||||||
Net
loss
|
(2,225,461
|
)
|
(2,225,461
|
)
|
||||||||||||||||||||||||
Share-based
compensation
|
188,914
|
188,914
|
||||||||||||||||||||||||||
Exercise
of stock options
|
4,200
|
42
|
28,758
|
28,800
|
||||||||||||||||||||||||
Stock
Purchase Plan sales
|
32,723
|
327
|
196,105
|
196,432
|
||||||||||||||||||||||||
Repayment
of loan to officer-stockholder
|
42,105
|
(399,998
|
)
|
400,000
|
2
|
|||||||||||||||||||||||
Foreign
currency translation
|
21,622
|
21,622
|
||||||||||||||||||||||||||
Balance,
December 30, 2006
|
3,265,638
|
32,656
|
19,237,130
|
6,599,817
|
1,389,038
|
124,205
|
(973,864
|
)
|
-
|
26,284,777
|
||||||||||||||||||
Net
loss
|
(5,425,893
|
)
|
(5,425,893
|
)
|
||||||||||||||||||||||||
Share-based
compensation
|
394,425
|
394,425
|
||||||||||||||||||||||||||
Exercise
of stock options
|
9,465
|
95
|
75,168
|
75,263
|
||||||||||||||||||||||||
Stock
Purchase Plan sales
|
11,000
|
110
|
82,994
|
83,104
|
||||||||||||||||||||||||
Vesting
of restricted stock.
|
3,000
|
30
|
30
|
|||||||||||||||||||||||||
Repurchase
of common stock for the treasury
|
238,700
|
(2,148,300
|
)
|
(2,148,300
|
)
|
|||||||||||||||||||||||
Foreign
currency translation
|
(1,389,038
|
)
|
(1,389,038
|
)
|
||||||||||||||||||||||||
Balance,
December 29, 2007
|
3,289,103
|
$
|
32,891
|
$
|
19,789,717
|
$
|
1,173,924
|
$
|
-
|
362,905
|
$
|
(3,122,164
|
)
|
$
|
-
|
$
|
17,874,368
|
(A) |
Tax
benefits associated with the exercise of employee stock options are
recorded to additional paid-in
capital when such benefits are
realized.
|
(B)
|
Following
the sale of the Company’s discontinued operations, there is no foreign
currency translation adjustments
and no accumulated other comprehensive income(loss) at December 29,
2007.
|
2007
|
2006
|
||||||
Cash
flows from operating activities:
|
|||||||
Net
loss
|
$
|
(5,425,893
|
)
|
$
|
(2,225,461
|
)
|
|
Less,
Loss from discontinued operations
|
(4,386,829
|
)
|
(681,785
|
)
|
|||
Loss
from continuing operations
|
(1,039,064
|
)
|
(1,543,676
|
)
|
|||
Adjustments
to reconcile net loss from continuing operations to net cash provided
by
(used in) operating activities:
|
|||||||
Depreciation
and amortization
|
2,365,221
|
2,332,884
|
|||||
Amortization
of deferred financing costs
|
30,795
|
210,632
|
|||||
Share-based
compensation
|
394,455
|
188,914
|
|||||
Changes
in operating assets and liabilities:
|
|||||||
Accounts
receivable
|
(167,434
|
)
|
(1,056,647
|
)
|
|||
Inventories
|
(1,299,453
|
)
|
(120,673
|
)
|
|||
Other
current assets
|
184,247
|
(44,647
|
)
|
||||
Other
assets
|
(70,832
|
)
|
(65,963
|
)
|
|||
Accounts
payable
|
185,137
|
13,120
|
|||||
Accrued
liabilities
|
115,438
|
71,862
|
|||||
Customer
deposits
|
159,513
|
(659,799
|
)
|
||||
Deferred
liabilities
|
23,461
|
15,427
|
|||||
Net
cash provided by (used in) operating activities of continuing
operations
|
881,484
|
(658,566
|
)
|
||||
Net
cash provided by (used in) operating activities of discontinued
operations
|
(776,030
|
)
|
262,967
|
||||
Net
cash provided by (used in) operating activities
|
105,454
|
(395,599
|
)
|
||||
Cash
flows from investing activities:
|
|||||||
Purchases
of capital assets
|
(1,545,912
|
)
|
(1,597,129
|
)
|
|||
Cash
proceeds from sale of discontinued operations
|
817,578
|
-
|
|||||
Net
cash used in investing activities of continuing operations
|
(728,334
|
)
|
(1,597,129
|
)
|
|||
Net
cash used in investing activities of discontinued
operations
|
(
180,136
|
)
|
(78,832
|
)
|
|||
Net
cash used in investing activities
|
(908,470
|
)
|
(1,675,961
|
)
|
|||
Cash
flows from financing activities:
|
|||||||
Borrowings
under mortgage loan
|
-
|
3,000,000
|
|||||
Borrowings
under term loan
|
-
|
2,000,000
|
|||||
Repurchase
of common stock for the treasury
|
(2,148,300
|
)
|
-
|
||||
Repayment
of borrowings
|
(550,000
|
)
|
(2,728,574
|
)
|
|||
Restricted
cash (deposited) returned
|
(250,000
|
)
|
1,500,000
|
||||
Proceeds
from the exercise of stock options
|
75,263
|
28,800
|
|||||
Proceeds
from Stock Purchase Plan sales
|
83,104
|
196,432
|
|||||
Net
cash provided by (used in) financing activities of continuing
operations
|
(2,789,933
|
)
|
3,996,658
|
||||
Net
cash used in financing activities of discontinued
operations
|
(350,064
|
)
|
(44,273
|
)
|
|||
Net
cash provided by (used in) financing activities
|
(3,139,997
|
)
|
3,952,385
|
||||
Effect
of exchange rate changes
|
(14,053
|
)
|
(618
|
)
|
|||
Net
increase (decrease) in cash and cash equivalents
|
(3,957,066
|
)
|
1,880,207
|
||||
Cash
and cash equivalents at beginning of year, including $562,205 and
$422,960
reported under assets held for sale
|
5,961,537
|
4,081,330
|
|||||
Cash
and cash equivalents at end of year including $0 and $562,205 reported
under assets held for sale
|
$
|
2,004,471
|
$
|
5,961,537
|
|||
Supplemental
disclosures of cash flow information:
|
|||||||
Cash
paid during the year for:
|
|||||||
Interest
on credit facilities
|
$
|
360,005
|
$
|
253,993
|
|||
Non
cash activities:
|
|||||||
Repurchase
of common stock for treasury
|
$
|
-
|
$
|
399,998
|
|||
Loan
to officer-stockholder repaid through repurchase of common stock
for
treasury
|
$
|
-
|
$
|
400,000
|
Land
improvements
|
10
years
|
|||
Building
|
25
years
|
|||
Machinery
and equipment
|
3 - 10 years
|
|||
Office
equipment, furniture and fixtures
|
5 - 10 years
|
2007
|
2006
|
||||||
|
|||||||
Cost
of sales
|
$
|
80,000
|
$
|
31,000
|
|||
Selling,
general and administrative
|
$
|
314,000
|
$
|
158,000
|
|||
Total
share-based compensation
|
$
|
394,000
|
$
|
189,000
|
2007
|
2006
|
||||||
Expected
option life (years)
|
5.7
|
2.9
|
|||||
Expected
volatility
|
32.89
|
%
|
29.25
|
%
|
|||
Risk-free
interest rate
|
4.53
|
%
|
5.12
|
%
|
|||
Expected
dividend yield
|
0.00
|
%
|
0.00
|
%
|
Years
Ended
|
|||||||
December 29,
2007
|
December 30,
2006
|
||||||
Net
sales
|
$
|
3,627,951
|
$
|
5,044,745
|
|||
Loss
before provision (benefit) for income taxes
|
(5,876,703
|
)
|
(750,785
|
)
|
|||
Gain
on sale of assets of discontinued operation
|
1,935,874
|
-
|
|||||
Provision
(benefit) for income taxes
|
446,000
|
(69,000
|
)
|
||||
Net
loss
|
$
|
(4,386,829
|
)
|
$
|
(681,785
|
)
|
Cash
|
$ | 562,204 | ||
Accounts
receivable
|
711,163
|
|||
Inventories
|
177,156
|
|||
Other
current assets
|
157,156
|
|||
Current
assets held for sale
|
1,607,679
|
|||
Property,
plant and equipment, net
|
1,209,633
|
|||
Goodwill
|
3,503,219
|
|||
Deferred
income taxes
|
452,000
|
|||
Long-term
assets held for sale
|
5,164,852
|
|||
Assets
held for sale
|
$
|
6,772,531
|
Current
liabilities
|
$
|
646,410
|
||
Long-term
debt
|
251,540
|
|||
Liabilities
related to assets held for sale
|
$
|
897,950
|
December 29,
|
|
December 30,
|
|
||||
|
|
2007
|
|
2006
|
|||
Finished
goods
|
$
|
239,503
|
$
|
345,519
|
|||
Work
in process
|
2,979,632
|
1,539,645
|
|||||
Raw
materials and purchased parts
|
1,820,635
|
1,855,153
|
|||||
|
$
|
5,039,770
|
$
|
3,740,317
|
December 29,
|
|
December 30,
|
|
||||
|
|
2007
|
|
2006
|
|||
Land
and land improvements
|
$
|
647,531
|
$
|
647,531
|
|||
Building
and leasehold improvements
|
6,692,388
|
6,541,656
|
|||||
Machinery
and equipment
|
22,188,090
|
22,022,440
|
|||||
Office
equipment, furniture
and fixtures
|
8,028,663
|
7,414,721
|
|||||
$
|
37,556,672
|
$
|
36,626,348
|
2007
|
2006
|
||||||
North
Fork Bank (A):
|
|||||||
Revolving
line of credit, 2.00% above LIBOR or 0.50% below prime
|
$
|
-
|
$
|
-
|
|||
Term
loan, due October 1, 2011, 2.25% above LIBOR or 0.50% below
prime
|
1,500,000
|
1,900,000
|
|||||
Mortgage
loan, due October 1, 2016, 2.25% above LIBOR or 0.50% below
prime
|
2,812,500
|
2,962,500
|
|||||
4,312,500
|
4,862,500
|
||||||
Less
current portion
|
550,000
|
550,000
|
|||||
Long-term
portion
|
$
|
3,762,500
|
$
|
4,312,500
|
2008
|
$
|
550,000
|
||
2009
|
550,000
|
|||
2010
|
550,000
|
|||
2011
|
450,000
|
|||
2012
|
150,000
|
|||
Thereafter
|
2,062,500
|
|||
$
|
4,312,500
|
2007
|
2006
|
||||||
Commissions
|
$
|
134,343
|
$
|
239,633
|
|||
Vacation
|
396,495
|
244,013
|
|||||
Employee
compensation
|
216,029
|
190,979
|
|||||
Warranty
reserve
|
200,000
|
200,000
|
|||||
Deferred
compensation
|
7,448
|
15,782
|
|||||
Professional
fees
|
266,590
|
91,545
|
|||||
FMI
Disposal costs, including termination costs
|
580,192
|
-
|
|||||
Restructuring
|
-
|
67,043
|
|||||
Other
|
164,306
|
49,981
|
|||||
$
|
1,965,403
|
$
|
1,098,976
|
Weighted-
|
|
|
|
||||
|
|
Average
|
|
|
|
||
|
|
Grant-Day
|
|
|
|
||
|
|
Fair Value
|
|
Shares
|
|||
Outstanding
at December 30, 2006
|
$
|
9.52
|
9,000
|
||||
Granted
|
9.78
|
10,500
|
|||||
Vested
|
9.52
|
(3,000
|
)
|
||||
Outstanding
at December 29, 2007
|
$
|
9.69
|
16,500
|
2007
|
2006
|
||||||||||||
Weighted
|
Weighted
|
||||||||||||
average
|
Shares
|
average
|
Shares
|
||||||||||
exercise
|
or
price
|
exercise
|
or
price
|
||||||||||
price
|
per
share
|
price
|
per
share
|
||||||||||
Outstanding
at beginning of year
|
$
|
9.55
|
407,092
|
$
|
9.83
|
430,869
|
|||||||
Granted
|
9.36
|
255,500
|
9.54
|
85,500
|
|||||||||
Exercised
|
7.95
|
(9,465
|
)
|
6.87
|
(4,200
|
)
|
|||||||
Expired
|
12.88
|
(39,930
|
)
|
10.44
|
(99,000
|
)
|
|||||||
Forfeited
|
10.97
|
(18,450
|
)
|
11.06
|
(6,077
|
)
|
|||||||
Outstanding
at end of year
|
9.30
|
594,747
|
9.55
|
407,092
|
|||||||||
Exercisable
at end of year
|
$
|
9.19
|
287,347
|
$
|
9.14
|
321,592
|
|||||||
Option
price range at end of year
|
$3.10-$17.00
|
$3.10-$17.00
|
|||||||||||
Weighted
average estimated fair value of options granted during the
year
|
$
|
3.68
|
$
|
2.57
|
Aggregate
intrinsic value of all options at December 29, 2007
|
$
|
718,000
|
||
Aggregate
intrinsic value of exercisable options at December 29,
2007
|
$
|
485,000
|
||
Intrinsic
value of options exercised during 2007
|
$
|
16,000
|
||
Fair
value of options vested during 2007
|
$
|
71,000
|
2007
|
|
2006
|
|
||||||||||
|
|
Weighted
|
|
|
|
Weighted
|
|
|
|
||||
|
|
average
|
|
Shares
|
|
average
|
|
Shares
|
|
||||
|
|
exercise
|
|
or
price
|
|
exercise
|
|
or
price
|
|
||||
|
|
price
|
|
per
share
|
|
price
|
|
per
share
|
|||||
Subscribed
at beginning of year
|
$
|
7.87
|
27,785
|
$
|
6.34
|
44,047
|
|||||||
Subscribed
|
-
|
-
|
8.10
|
18,771
|
|||||||||
Purchased
|
7.55
|
(11,000
|
)
|
6.00
|
(32,723
|
)
|
|||||||
Cancelled
|
7.86
|
(1,072
|
)
|
6.93
|
(2,310
|
)
|
|||||||
Subscribed
at end of year
|
$
|
8.10
|
15,713
|
$
|
7.87
|
27,785
|
|||||||
Subscription
price range end of year
|
$8.10
|
$7.48
-$8.10
|
|||||||||||
Weighted
average estimated fair value of rights granted during the year
|
$
|
-
|
$
|
2.76
|
2007
|
2006
|
||||||
Current
deferred tax assets:
|
|||||||
Inventory
valuation allowance
|
$
|
595,000
|
$
|
468,000
|
|||
Capitalized
inventory costs
|
43,000
|
33,000
|
|||||
Warranty
cost
|
80,000
|
80,000
|
|||||
Deferred
compensation
|
3,000
|
6,000
|
|||||
Other
|
152,000
|
151,000
|
|||||
873,000
|
738,000
|
||||||
Less
valuation allowance
|
(752,000
|
)
|
(643,000
|
)
|
|||
Current
deferred tax assets
|
121,000
|
95,000
|
|||||
Current
deferred tax liabilities- Prepaid expenses
|
(173,000
|
)
|
(195,000
|
)
|
|||
Net
current deferred tax liabilities
|
(52,000
|
)
|
(100,000
|
)
|
|||
Non-current
deferred tax assets:
|
|||||||
Net
operating loss carryforwards
|
1,377,000
|
1,248,000
|
|||||
Research
and development credits and costs
|
74,000
|
74,000
|
|||||
Other
|
137,000
|
120,000
|
|||||
1,588,000
|
1,442,000
|
||||||
Less
valuation allowance
|
(1,368,000
|
)
|
(1,238,000
|
)
|
|||
Non-current
deferred tax assets
|
220,000
|
204,000
|
|||||
Non-current
deferred tax liabilities:
|
|||||||
Depreciation
and amortization
|
(190,000
|
)
|
(80,000
|
)
|
|||
Other
|
22,000
|
(24,000
|
)
|
||||
Non-current
deferred tax liabilities
|
(168,000
|
)
|
(104,000
|
)
|
|||
Net
non-current deferred tax assets
|
52,000
|
100,000
|
|||||
Net
deferred tax assets, long-term
|
$
|
-
|
$
|
-
|
2007
|
2006
|
||||||
Statutory
Federal income tax rate
|
(34.0
|
)%
|
(34.0
|
)%
|
|||
Effect
of:
|
|||||||
State
income tax, net of Federal income tax effects
|
-
|
-
|
|||||
Change
in valuation allowance
|
25.8
|
30.4
|
|||||
Other
|
8.2
|
3.6
|
|||||
Effective
tax benefit
|
0.0
|
%
|
0.0
|
%
|
2007
|
|
2006
|
|||||
Geographic
areas:
|
|||||||
Sales
to unaffiliated customers:
|
|||||||
North
America
|
$
|
19,668
|
$
|
20,872
|
|||
Europe
|
1,700
|
1,174
|
|||||
Far
East
|
471
|
416
|
|||||
Other
|
48
|
69
|
|||||
Consolidated
|
$
|
21,887
|
$
|
22,531
|
2007
|
2006
|
||||||
Raytheon
Company
|
16.6
|
%
|
12.6
|
%
|
|||
Lockheed
Martin Corporation
|
11.3
|
%
|
10.5
|
%
|
|||
Space
Systems Loral
|
9.8
|
%
|
7.9
|
%
|
|||
Northrop
Grumman Corporation
|
7.0
|
%
|
7.1
|
%
|
|||
The
Boeing Company
|
6.7
|
%
|
10.2
|
%
|
2007
|
2006
|
||||||
Space
Systems Loral
|
23.2
|
%
|
9.3
|
%
|
|||
Lockheed
Martin Corporation
|
12.7
|
%
|
17.6
|
%
|
|||
Northrop
Grumman Corporation
|
12.2
|
%
|
12.4
|
%
|
|||
Raytheon
Company
|
11.3
|
%
|
15.6
|
%
|
|||
The
Boeing Company
|
3.7
|
%
|
12.7
|
%
|
|||
L-3
Communications
|
0.5
|
%
|
12.0
|
%
|
2008
|
$
|
396,000
|
||
2009
|
404,000
|
|||
2010
|
422,000
|
|||
2011
|
34,000
|
|||
Total
|
$
|
1,256,000
|
Inventory
reserve (1)
|
$
|
63,000
|
||
Accrued
liabilities (2)
|
321,000
|
|||
Impact
retained earnings (3)
|
$
|
384,000
|
(1)
|
The
Company recorded a non-specific inventory reserve for book-to-physical
adjustments of $63,000.
|
(2)
|
The
Company had accrued its unbilled year-end audit, income tax preparation
and annual report costs at the end of 2005. Under FASB Concepts Statement
No. 6, “Elements of Financial Statements” and AICPA Technical Practice Aid
5290, these costs are to be expensed when incurred and not accrued.
The
Company recorded a $321,000 reduction of accrued liabilities with
a
corresponding increase in retained earnings to correct these
misstatements.
|
(3)
|
Represents
the net understatement of retained earnings for 2005 recorded as
of
January 1, 2006 for the initial application of SAB 108. Due to the
Company’s net operating loss carry forwards, no provision for income taxes
has been recorded.
|
NAME
|
AGE
|
POSITION
|
||
Mason
N. Carter
|
62
|
Chairman,
President and Chief Executive Officer
|
||
Robert
V. Condon
|
61
|
Vice
President, Finance, Treasurer,
|
||
|
Secretary
and Chief Financial Officer
|
|||
Reynold
K. Green
|
49
|
Vice
President and Chief Operating Officer
|
||
Jayson
E. Hahn
|
40
|
Vice
President, Information Technology
|
||
|
and
Chief Information Officer
|
|||
James
J. Logothetis
|
48
|
Vice
President and Chief Technology Officer
|
||
Adriana
Mazza
|
56
|
|
Vice
President, Human Resources
|
|
Michael
Pelenskij
|
47
|
Vice
President, Manufacturing
|
EXHIBIT
NUMBER
|
DESCRIPTION
OF EXHIBIT
|
|
3(a)
|
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.
|
|
3(b)
|
By-laws
of Merrimac are hereby incorporated by reference to Exhibit 3.1 to
Merrimac’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on December 14, 2007.
|
|
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 filed with the Securities and Exchange Commission on 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 filed with the
Securities and Exchange Commission on 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 1(b) to Merrimac's Current Report on Form 8-K filed with
the
Securities and Exchange Commission on 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 filed with the
Securities and Exchange Commission on 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 filed with the Securities and
Exchange Commission on 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 filed with the Securities and Exchange
Commission on March 6, 2002.
|
|
4(g)
|
Amendment
No. 6, dated September 18, 2002, to the Rights Agreement, between
Merrimac
and Mellon Investor Services LLC, as Rights Agent is hereby incorporated
by reference to Exhibit 99.3 to Merrimac's Form 8-K filed with the
Securities and Exchange Commission on October 10, 2002.
|
|
4(h)
|
Amendment
No. 7, dated December 13, 2004, to the Rights Agreement, between
Merrimac
and Wachovia Bank, National Association, as successor Rights Agent,
is
hereby incorporated by reference to Exhibit 4.1 to Merrimac's Form
8-K
filed with the Securities and Exchange Commission on December 13,
2004.
|
|
4(i)
|
Amendment
No. 8, dated March 14, 2007, to the Rights Agreement, between Merrimac
and
American Stock Transfer & Trust Company is hereby incorporated by
reference to Exhibit 4.1 to Merrimac’s Current Report on Form 8-K filed
with the Securities and Exchange Commission on March 14,
2007.
|
|
10(a)
|
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
July 1, 2000.
|
10(b)
|
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 dated for the year
ending
December 30, 2000.
|
|
10(c)
|
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 filed with the Securities and Exchange Commission
on
March 6, 2002.
|
|
10(d)
|
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(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 filed with the Securities
and
Exchange Commission on 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)
|
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(i)
|
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 period ending October 3,
1998.
|
|
10(j)
|
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(k)
|
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(l)
|
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(m)
|
Merrimac
Severance Plan, as adopted March 29, 2006, is hereby incorporated
by
reference to Exhibit 10(z) to Merrimac’s Annual Report on Form 10-K for
the year ending December 31, 2005.
|
|
10(n)
|
Stock
Purchase Agreement, dated March 29, 2006, between Merrimac and Mason
N.
Carter, is hereby incorporated by reference to Exhibit 10(aa) to
Merrimac’s Annual Report on Form 10-K for the year ending December 31,
2005.
|
|
10(o)
|
Employment
Agreement, dated April 11, 2006, between Merrimac and Mason N. Carter,
is
hereby incorporated by reference to Exhibit 10.1 to Merrimac’s Current
Report on Form 8-K filed with the Securities Exchange and Commission
on
April 14, 2006.*
|
|
10(p)
|
2006
Stock Option Plan is hereby incorporated by reference to Exhibit
A of
Merrimac’s Definitive Proxy Statement filed with the Securities and
Exchange Commission on May 1, 2006.*
|
|
10(q)
|
2006
Key Employee Incentive Plan is hereby incorporated by reference to
Exhibit
B of Merrimac’s Definitive Proxy Statement filed with the Securities and
Exchange Commission on May 1, 2006.*
|
|
10(r)
|
2006
Non-Employee Directors’ Stock Plan is hereby incorporated by reference to
Exhibit C of Merrimac’s Definitive Proxy Statement filed with the
Securities and Exchange Commission on May 1,
2006.*
|
10(s)
|
Revolving
Credit, Term Loan and Securities Agreement, dated October 19, 2006,
between Merrimac and North Fork Bank, is hereby incorporated by reference
to Exhibit 10.1 to Merrimac’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on October 20, 2006.
|
|
10(t)
|
Stock
Purchase and Confidentiality Agreement, dated March 13, 2007, between
and
among Merrimac, Adam Smith Investment Partners, L.P., Adam Smith
Capital
Management LLC, Diamond Capital Management, Adam Smith Investments,
Ltd.,
Richard Grossman, Orin Hirschman, and Richard and Ana Grossman JTWROS,
is
hereby incorporated by reference to Exhibit 10(a) to Merrimac’s Quarterly
Report on Form 10-Q for the period ending March 31,
2007.
|
|
10(u)
|
First
Amendment, dated as of May 15, 2007, to the Revolving Credit, Term
Loan
and Security Agreement, dated as of October 18, 2006, by and between
Merrimac and North Fork Bank, is hereby incorporated by reference
to
Exhibit 10.1 to Merrimac’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on May 15, 2007.
|
|
10(v)+
|
First
Amendment, effective as of December 13, 2007, to the 2006 Stock Option
Plan.*
|
|
10(w)+
|
First
Amendment, effective as of December 13, 2007, to the 2006 Key Employee
Incentive Plan.*
|
|
10(x)+
|
First
Amendment, effective as of December 13, 2007, to the Amended and
Restated
Severance Plan.*
|
|
10(y)
|
Asset
Purchase Agreement, dated December 28, 2007, between Filtran Microcircuits
Inc., Merrimac, and Firan Technology Group Corporation, is hereby
incorporated by reference to Exhibit 10.1 to Merrimac’s Current Report on
Form 8-K filed with the Securities and Exchange Commission on January
4,
2008.
|
|
21+
|
Subsidiaries
of Merrimac.
|
|
23.1+
|
Consent
of Independent Registered Public Accounting Firm J. H. Cohn
LLP.
|
|
23.2+
|
Consent
of Independent Registered Public Accounting Firm Grant Thornton
LLP.
|
|
31.1+
|
Chief
Executive Officer's Certificate, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
31.2+
|
Chief
Financial Officer's Certificate, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
32.1+
|
Chief
Executive Officer's Certificate, pursuant to 18 U.S.C. Section 1350,
as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
|
32.2+
|
Chief
Financial Officer's Certificate, pursuant to 18 U.S.C. Section 1350,
as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
* |
Indicates
that exhibit is a management contract or compensatory plan or
arrangement.
|
+ |
Indicates
that exhibit is filed as an exhibit hereto.
|
MERRIMAC
INDUSTRIES, INC.
|
|||
(Registrant)
|
|||
Date:
March 28, 2008
|
By:
|
/s/
Mason N. Carter
|
|
Mason
N. Carter
|
|||
Chairman,
President and
|
|||
Chief
Executive Officer
|
Signature
|
Date
|
Title
|
||
/s/
Mason N. Carter
|
March
28, 2008
|
Chairman,
President andChief Executive Officer (Principal executive officer
and
Director)
|
||
(Mason
N. Carter)
|
||||
/s/
Albert H. Cohen
|
March
28, 2008
|
Director
|
||
(Albert
H. Cohen)
|
||||
/s/
Edward H. Cohen
|
March
28, 2008
|
Director
|
||
(Edward
H. Cohen)
|
||||
/s/
Fernando L. Fernandez
|
March
28, 2008
|
Director
|
||
(Fernando
L. Fernandez)
|
||||
/s/
Joel H. Goldberg
|
March
28, 2008
|
Director
|
||
(Joel
H. Goldberg)
|
||||
/s/
Ludwig G. Kuttner
|
March
28, 2008
|
Director
|
||
(Ludwig
G. Kuttner)
|
||||
/s/
David B. Miller
|
March
28, 2008
|
Director
|
||
(David
B. Miller)
|
||||
/s/
Arthur A. Oliner
|
March
28, 2008
|
Director
|
||
(Arthur
A. Oliner)
|
||||
/s/
Harold J. Raveché
|
March
28, 2008
|
Director
|
||
(Harold
J. Raveché)
|
/s/
Robert V. Condon
|
March
28, 2008
|
Vice
President, Finance, Treasurer, Secretary and Chief Financial Officer
(principal financial and accounting officer)
|
||
(Robert
V. Condon)
|