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