UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2) *
Merrimac Industries, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
590262 10 1
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(CUSIP Number)
Richard H. Gilden, Esq.
Kramer Levin Naftalis & Frankel LLP
919 Third Avenue
New York, New York 10022
(212) 715-9100
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 20, 2004
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. |_|
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
CUSIP NO. 590262 10 1
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Lior Bregman
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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3. SEC Use only
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4. Source of funds (See Instructions)
PF
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5. Check if disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
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6. Citizenship or Place of Organization
United States
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Number of 7. Sole Voting Power
Shares 208,400
Beneficially -------------------------------------------------------
Owned by 8. Shared Voting Power
Each 0
Reporting -------------------------------------------------------
Person 9. Sole Dispositive Power
With: 208,400
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10. Shared Dispositive Power
0
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
208,400
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
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13. Percent of Class Represented by Amount in Row (11)
6.7%
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14. Type of Reporting Person (See Instructions)
IN
The following constitutes Amendment No. 2 ("Amendment No. 2") to the Schedule
13D originally filed by Lior Bregman ("Mr. Bregman") with the Securities and
Exchange Commission (the "SEC") on November 19, 2003. This Amendment No. 2
amends the Schedule 13D as specifically set forth herein.
Item 4. Purpose of Transaction
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Item 4 is hereby amended and restated to read as follows:
Mr. Bregman has purchased the shares of common stock, par value $.01
per share (the "Common Stock") of Merrimac Industries, Inc. (the "Issuer") for
investment purposes. Mr. Bregman has extensive experience and relationships in
the defense and wireless telecommunications industries and has intended to work
with the management of the Issuer to maximize stockholder value.
On August 18, 2004, Mr. Bregman delivered a letter to Mason N.
Carter, Chairman of the Board, President and Chief Executive Officer of the
Issuer, a copy of which is attached as an exhibit hereto and incorporated herein
by reference (the "Letter"), expressing Mr. Bregman's disappointment with the
Issuer's management and board of directors failure to act in the best interests
of the Issuer's stockholders or to allow Mr. Bregman to use his experience and
industry contacts to assist the Issuer either via a Board membership or a
consulting agreement. Mr. Bregman has proposed that the Board immediately
appoint a special committee of disinterested directors to engage a qualified
investment banker to evaluate the Company's strategic alternatives and seek to
effect a transaction that will maximize shareholder value. Mr. Bregman will
consider, among other matters, forming a group to seek to acquire control of the
Company and/or to nominate himself for election to the Issuer's board of
directors at the next annual meeting of stockholders of the Issuer.
Subsequent to receiving Mr. Bregman's Letter, the Issuer rejected
his proposals. Mr. Bregman was very disappointed by the Board's reaction to his
attempts to enhance shareholder value.
Mr. Bregman continues to believe that the best course of action is
for the Issuer to retain an investment banker to seek a transaction which would
result in a substantial premium to the current market price of the Issuer's
common stock. He believes strategic buyers are available who would be willing to
pay such a substantial premium. If the Board is unwilling to appoint a special
committee and seek a transaction with a strategic partner, because it believes
that there is another plan which would yield a greater return to shareholders,
Mr. Bregman believes he should be asked to join the Board. This would indicate
to shareholders that their interests are being best served and allow the Issuer
to use Mr. Bregman's experience and contacts in the effort to build shareholder
value.
Mr. Bregman continues to hold discussions with potential financial
and strategic partners in evaluating his options to achieve the goals stated in
his Letter.
Mr. Bregman does not have any present plans or proposals which
relate to or would result in any of the actions described in subsections (a)
through (j) of Item 4 of Schedule 13D, except as set forth herein. Depending on
various factors, including, without limitation, the Issuer's financial position
and investment strategy, the price levels of the Common Stock, conditions in the
securities markets and general economic and industry conditions, Mr. Bregman may
in the future take such actions with respect to his investment in the Issuer he
deems appropriate, including,
without limitation, purchasing additional shares of Common Stock, selling some
or all of his shares of Common Stock or changing his intention with respect to
any and all matters referred to in Item 4.
Item 5. Interest in Securities of the Issuer
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Paragraphs (a), (b) and (c) of Item 5 are hereby amended as follows:
(a) and (b) As of October 25, 2004, Mr. Bregman beneficially owns
208,400 shares of Common Stock. Mr. Bregman has the sole power to vote and
dispose of all such shares. Such shares constitute approximately 6.7% of the
total number of shares of Common Stock outstanding. The percentage of the
outstanding Common Stock set forth above is based on 3,130,944 shares of Common
Stock reported as outstanding as of August 13, 2004 by the Issuer on its Form
10-QSB for the quarter ended June 30, 2004, filed with the SEC on August 17,
2004.
(c) The following table sets forth the purchase of Common Stock of
the Issuer (totaling 33,400 shares) made by Mr. Bregman from August 20, 2004
through October 21, 2004. All such sales were made in open market transactions
on the American Stock Exchange:
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Number of Average
Date of Shares Price Per
Transaction Purchased Share
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08/20/04 200 $7.80
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08/20/04 800 $7.85
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08/20/04 500 $7.82
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08/20/04 500 $7.90
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08/20/04 400 $8.00
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08/20/04 2,300 $8.01
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08/25/04 200 $8.05
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08/26/04 1,500 $8.00
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10/01/04 1,000 $8.55
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10/01/04 500 $8.65
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10/01/04 500 $8.75
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10/01/04 3,700 $8.65
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10/01/04 7,300 $8.79
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10/04/04 700 $8.85
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10/04/04 1,000 $8.89
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10/05/04 300 $9.09
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10/06/04 200 $9.29
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10/06/04 500 $9.30
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10/06/04 1,300 $9.40
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10/08/04 900 $8.95
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10/08/04 500 $9.00
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10/13/04 1,500 $8.84
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10/14/04 1,000 $8.93
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10/15/04 600 $8.75
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10/15/04 200 $8.85
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10/15/04 200 $8.95
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10/15/04 1,000 $9.05
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10/18/04 600 $9.00
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10/20/04 500 $8.90
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10/21/04 1,000 $9.002
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10/21/04 1,000 $9.00
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10/21/04 1,000 $9.00
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Date: October 25, 2004
/s/ Lior Bregman
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Lior Bregman