Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
(Amendment
No. 2)
Under the Securities Exchange
Act of 1934
Merrimac
Industries, Inc.
(Name of
Issuer)
Common
Stock, $.01 par value
(Title of
Class of Securities)
(CUSIP
Number)
Arthur
A. Oliner
11
Dawes Road
Lexington,
MA 02421
(781)
863-5969
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(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
(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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-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 240.13d-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
1
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NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Arthur
A. Oliner
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
o
(b)
o
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS *
PF
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
178,539
shares of Common Stock, $.01 par value (“Common Stock”), see Item 5,
Interest in securities of the Issuer
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8
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SHARED
VOTING POWER
0
shares
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9
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SOLE
DISPOSITIVE POWER
178,539
shares of Common Stock, see Item 5, Interest in securities of the
Issuer
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10
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SHARED
DISPOSITIVE POWER
0
shares
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
178,539
shares of Common Stock, see Item 5, Interest in securities of the
Issuer
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* x
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.96%
See Item 5, Interest in Securities of the Issuer
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14
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TYPE
OF REPORTING PERSON*
IN
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* SEE
INSTRUCTIONS BEFORE FILLING OUT!
Item
1.
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Security
and the Issuer.
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This
Amendment No. 2 (the “Amendment”) amends the Schedule 13D filed with the SEC on
April 26, 1996 and Amendment No. 1 filed with the SEC on August 28, 1997
(collectively, the “Schedule 13D”) by Dr. Arthur A. Oliner (the “Reporting
Person”). Except as specifically amended hereby, the Schedule 13D remains in
full force and effect.
Defined
terms herein shall have the meaning specified in the Schedule 13D, except as
otherwise provided herein.
Item
3.
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Source
and Amount of Funds or Other
Consideration.
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Item 3 is hereby amended by adding the
following after the first paragraph thereof:
The Reporting Person received, as
payment for director fees, restricted shares of Common Stock and options to
purchase shares of Common Stock , of which the Reporting Person currently holds
3,000 shares of Common Stock pursuant to grants of restricted stock which have
vested or will vest within 60 days and 7,499 shares of Common Stock issuable
upon the exercise of stock options which have vested or will vest within 60
days.
Item
5.
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Interest
in the Securities of the Issuer.
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Item 5 is
hereby amended and restated in its entirety as follows:
As of
December 23, 2009, the Reporting Person may be deemed to beneficially own an
aggregate of 188,067 shares of Common Stock, representing approximately 6.27% of
the 2,997,456 shares of Common Stock outstanding as of December 22,
2009. Of these 188,067 shares, 7,499 shares are deemed to
be beneficially owned because the Reporting Person may acquire them within 60
days by exercising stock options. Also included in the above number
are 9,528 shares of Common Stock owned by the Reporting Person’s wife. The
Reporting Person has no right, sole, shared or otherwise, or ability to direct
the vote or disposition of such shares; accordingly, the Reporting Person
disclaims beneficial ownership thereof.
The
Reporting Person has not effected
any transactions in the Common Stock during the 60 days
preceding the date hereof.
Except as
set forth in Item 5, the Reporting Person has the sole power to vote or to
direct the vote and the sole power to dispose or to direct the disposition of
all the shares of Common Stock reported herein as owned by him.
No other
person is known to have the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, such Common
Stock.
Item
6.
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Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer.
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Item 6 is
hereby amended and restated in its entirety as follows:
On
December 23, 2009, the Reporting Person entered into the attached Tender and
Voting Agreement with Crane Co., Crane Merger Co. and the Issuer, the terms of
which are herein incorporated by reference.
Item
7.
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Material
to be filed as Exhibits.
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Item 7 is
hereby amended to add the following:
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Exhibit
1
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Tender
and Voting Agreement, dated as of December 23, 2009, by and among Crane
Co., Crane Merger Co., Merrimac Industries, Inc., Arthur A. Oliner and
Frieda Oliner.
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SIGNATURE
After
reasonable inquiry and the best of my knowledge and belief, I certify that the
information set forth in the statement is true, complete and
correct.
Date: December
30, 2009
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/s/
Arthur A. Oliner
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Arthur
A. Oliner
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