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): June 16, 2004
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MERRIMAC INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-11201 22-1642321
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(State of incorporation) (Commission File Number) (IRS Employer
Identification Number)
41 Fairfield Place, West Caldwell, New Jersey 07006
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (973) 575-1300
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ITEM 4. Changes in Registrant's Certifying Accountant.
On June 16, 2004, the Audit Committee of the Board of Directors of Merrimac
Industries, Inc. (the "Company") dismissed Ernst & Young LLP ("E&Y") as the
Company's independent auditors.
The audit reports of E&Y on the Company's consolidated financial statements as
of and for the fiscal years ending December 28, 2002 and January 3, 2004 did not
contain any adverse opinion or disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope or accounting principles.
During the fiscal years ended December 28, 2002 and January 3, 2004, and for the
interim period through June 16, 2004, the date the engagement of E&Y by the
Company ended, there were no disagreements with E&Y on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure which, if not resolved to E&Y's satisfaction, would have caused them
to make reference to the subject matter of the disagreement in connection with
their reports.
During the fiscal years ended December 28, 2002 and January 3, 2004, and for the
interim period through June 16, 2004, the date the engagement of E&Y by the
Company ended, E&Y did not advise the Company of any reportable events under
Item 304(a)(1)(iv)(B) of Regulation S-B promulgated under the Securities
Exchange Act of 1934.
The Company has provided E&Y with a copy of the foregoing disclosures. Attached
as Exhibit 16.1 hereto is a copy of the letter from E&Y to the Securities and
Exchange Commission, dated June 16, 2004, stating that it agrees with such
statements.
On June 16, 2004, the Audit Committee of the Board of Directors of the Company
engaged Grant Thornton LLP ("Grant Thornton") as the Company's new independent
auditors. During the fiscal years ended December 28, 2002 and January 3, 2004,
and for the interim period through June 16, 2004, the date the engagement of E&Y
by the Company ended, neither the Company nor anyone acting on the Company's
behalf consulted Grant Thornton regarding either (i) the application of
accounting principles to a specified transaction, either completed or proposed;
or the type of audit opinion that might be rendered on the Company's financial
statements, and neither a written report nor oral advice was provided by Grant
Thornton to the Company that Grant Thornton concluded was an important factor
considered by the Company in reaching a decision as to any accounting, auditing
or financial reporting issues; or (ii) any matter that was either the subject of
a "disagreement" or "event", as those terms are described in Item 304(a)(1)(iv)
of Regulation S-B.
ITEM 7. Financial Statements, Pro Forma Financial Information And Exhibits.
(c) Exhibits.
16.1 Letter from Ernst & Young LLP to the Securities and Exchange
Commission, dated June 16, 2004
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated: June 16, 2004
MERRIMAC INDUSTRIES, INC.
By: /s/ Robert V. Condon
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Name: Robert V. Condon
Title: Vice President, Finance and
Chief Financial Officer