-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Kfb4BhTt156ei2PUtHbZeB+aQEkNqoLag9EOLpyD2n8qCSKsb4A7WUXJCwlnVzoo YsSFMazbn7xNMn9Ht0uh2g== 0000716688-05-000012.txt : 20060404 0000716688-05-000012.hdr.sgml : 20060404 20050405145400 ACCESSION NUMBER: 0000716688-05-000012 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040930 FILED AS OF DATE: 20050405 DATE AS OF CHANGE: 20050407 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MICROWAVE FILTER CO INC /NY/ CENTRAL INDEX KEY: 0000716688 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 160928443 STATE OF INCORPORATION: NY FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-10976 FILM NUMBER: 05733629 BUSINESS ADDRESS: STREET 1: 6743 KINNE ST CITY: E SYRACUSE STATE: NY ZIP: 13057 BUSINESS PHONE: 3154373953 MAIL ADDRESS: STREET 1: 6743 KINNE ST CITY: EAST SYRACUSE STATE: NY ZIP: 13057 10-K/A 1 mfc10ka2.txt FORM 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------------ FORM 10-K/A ANNUAL REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended September 30, 2004 Microwave Filter Company, Inc. (Exact Name of Registrant as Specified in Charter) New York 0-10976 16-0928443 - --------------------------- ------------------------ -------------------- (State or Other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 6743 Kinne Street, East Syracuse, New York 13057 - ---------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) (315) 438-4700 -------------- Registrant's telephone number, including area code Securities registered pursuant to Section 12(b) of the Act:_____None____________ Securities registered pursuant to Section 12(g) of the Act: _________________________Common stock, par value $.10 per share_________________ Title of class Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports, and (2) has been subject to such filing requirements for the past 90 days. YES __X__ NO____ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. __ Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). YES ____ NO__X__ 1 The aggregate market value of the voting stock held by non-affiliates of the registrant at the close of business on December 1, 2004 was $4,419,240. Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Shares of common stock outstanding at December 1, 2004: 2,904,428 Documents incorporated by reference: None. EXPLANATORY NOTE This Amendment 10-K/A to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2004, initially filed with the Securities and Exchange Commission (the "SEC") on December 23, 2004 (the "Original Filing"), is being filed to include the certifications required by Rules 13a-14(a) and 15d-14(a) of the Exchange Act, which were inadvertently omitted. Item 9A. Controls and Procedures 1. Evaluation of disclosure controls and procedures. Based on their evaluation of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this Annual Report on Form 10-K, the Company's chief executive officer and chief financial officer have concluded that the Company's disclosure controls and procedures are effective. 2. Changes in internal control over financial reporting. During the quarter ended September 30, 2004, there were no changes in the Company's internal control over financial reporting (as defined in Rule 13a-15(f)) that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. 2 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. Microwave Filter Company, Inc. -------------------------------- (Registrant) Date: April 5, 2005 By: /s/ Carl F. Fahrenkrug ------------------------------------ Carl F. Fahrenkrug Chief Executive Officer Date: April 5, 2005 By: /s/ Richard L. Jones ------------------------------------ Richard L. Jones Chief Financial Officer EX-31 3 ex-31ka.txt EXHIBIT 31 Exhibit 31.1 CERTIFICATION I, Carl F. Fahrenkrug, Chief Executive Officer of Microwave Filter Company, Inc. certify that: 1. I have reviewed this Form 10-K/A of Microwave Filter Company, Inc.; 2. Based on my knowledge, this annual report on Form 10-K/A does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report on Form 10-K/A; 3. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report on Form 10-K/A is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) disclosed in this annual report on Form 10-K/A any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 4. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting. Date: April 5, 2005 /s/ Carl F. Fahrenkrug Carl F. Fahrenkrug Exhibit 31.2 CERTIFICATION I, Richard L. Jones, Chief Financial Officer of Microwave Filter Company, Inc. certify that: 1. I have reviewed this Form 10-K/A of Microwave Filter Company, Inc.; 2. Based on my knowledge, this annual report on Form 10-K/A does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report on Form 10-K/A; 3. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report on Form 10-K/A is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) disclosed in this annual report on Form 10-K/A any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially afected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 4. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting. Date: April 5, 2005 /s/ Richard L. Jones Richard L. Jones COVER 4 filename4.txt April 5, 2005 Securities and Exchange Commission Washington, D.C. 20549 Gentlemen: Enclosed please find the Form 10-K/A for the period ended September 30, 2004. If you have any questions regarding this filing, please contact me at (315) 438-4758. Sincerely, Richard Jones Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----