0001447393-12-000002.txt : 20120120
0001447393-12-000002.hdr.sgml : 20120120
20120120121029
ACCESSION NUMBER: 0001447393-12-000002
CONFORMED SUBMISSION TYPE: DFAN14A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20120120
DATE AS OF CHANGE: 20120120
EFFECTIVENESS DATE: 20120120
SUBJECT COMPANY:
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: DFAN14A
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-10976
FILM NUMBER: 12536287
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
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: Furlong Fund, LLC
CENTRAL INDEX KEY: 0001447393
IRS NUMBER: 263234605
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: DFAN14A
BUSINESS ADDRESS:
STREET 1: 401 W FULLERTON PKWY
STREET 2: #1602E
CITY: CHICAGO
STATE: IL
ZIP: 60614
BUSINESS PHONE: 312-505-5614
MAIL ADDRESS:
STREET 1: 401 W FULLERTON PKWY
STREET 2: #1602E
CITY: CHICAGO
STATE: IL
ZIP: 60614
FORMER COMPANY:
FORMER CONFORMED NAME: Furlong Samex LLC
DATE OF NAME CHANGE: 20081008
DFAN14A
1
dfan14amfco1202012.txt
PRESS RELEASE
Schedule 14A. (Rule 14a-101)
Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material under Rule 14a-12
Name of Registrant as Specified In Its Charter:
Microwave Filter Company, Inc.
Name of Person(s) Filing Proxy Statement, if other than the
Registrant:
Furlong Fund, LLC
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(1) and 0-11
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction
applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Furlong Fund, LLC ("Furlong"), together with the other
participants named herein, is filing materials contained in this
Schedule 14A and pursuant to Rule 14a-12 with the Securities and
Exchange Commission (the "SEC") in connection with the
solicitation of proxies for the election of its slate of
director nominees and submission of a bylaw proposal to a vote
at the 2012 annual meeting of shareholders (the "Annual
Meeting") of Microwave Filter Company, Inc. Furlong has not
yet filed a proxy statement with the SEC with regard to the
Annual Meeting.
Item 1: On January 20, 2012, Furlong will issue the
following press release:
FURLONG FUND ANNOUNCES ITS INTENT TO PROPOSE PROXY ACCESS
AND NOMINATE TWO DIRECTORS FOR ELECTION AT THE MICROWAVE FILTER
COMPANY, INC. ANNUAL MEETING
WASHINGTON, DC, Jan 20 2012 - The Furlong Fund ("Furlong")
announced today that it has notified Microwave Filter Company,
Inc. (Ticker: MFCO.OB) ("Microwave Filter" or the "Company") of
Furlong's intent to solicit proxies in favor of its two nominees
to the Microwave Filter Board of Directors (the "Board") at the
Company's upcoming annual meeting of stockholders. Furlong also
notified the Company of its submission of a proposal that, if
passed by a majority of votes cast at the annual meeting, will
amend Microwave Filter's Amended and Restated Bylaws to offer
access to the Company's proxy statement to shareholders holding
15% or more of the Company's outstanding shares for at least one
month. The proposed bylaw limits the number of shareholder
nominees to one-third (1/3) of the total size of the Board.
Based on the Company's current Board size of nine, the eligible
shareholders will be able to nominate up to three nominees per
election.
The reason for the nomination is that Furlong presented a
nomination to the Company, which the Company's Nominating
Committee passed on. Furlong respectfully disagrees with the
Nominating Committee's decision and would like to offer
shareholders a chance to vote on two nominees.
Furlong believes its nominees, if elected, will make it a
priority that the Board review the bylaw amendments implemented
at the annual meeting held in 1996. These amendments include the
classification of the Board and a requirement of a two thirds
(2/3) vote of the outstanding shares entitled to vote in the
election of Directors to repeal certain amendments. Furlong
believes these amendments are in direct contrast to the best
practices in corporate governance.
Furlong believes that its nominees, Ryan Morris and Daniel
Rudewicz, CFA, if elected to the Board, will immediately, (1)
take action to remove the bylaw amendment requiring a two-thirds
(2/3) vote of shares outstanding to change certain amendments
and (2) take steps to declassify the Board of Directors by
amending the Company's bylaws. The aforementioned bylaws require
a two-thirds (2/3) vote of the shares outstanding, as opposed to
votes cast, to be amended. The nominees may also, among other
things, explore all operational and strategic alternatives to
maximize shareholder value, including initiating a significant
share repurchase either in the open market or as part of a self-
tender offer, investing excess cash with proven capital
allocators, initiating a large special dividend, selling of all
or part of the Company, and taking other steps to improve the
Company's corporate governance.
FURLONG PRESENTLY INTENDS TO FILE A PREMILINARY PROXY
STATEMENT WITH THE SECURITIES AND EXCHNAGE COMMISSION RELATING
TO FURLONG'S SOLICITATION OF PROXIES FROM SHAREHOLDERS OF
MICROWAVE FILTER COMPANY, INC. FOR USE AT THE 2012 ANNUAL
MEETING. FURLONG STRONGLY ADVISES ALL MICROWAVE FILTER
SHAREHOLDERS TO READ THE PROXY STATEMENT WHEN IT IS AVAILABLE
BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION.
STOCKHOLDERS WILL BE ABLE TO OBTAIN FREE COPIES OF THE
PROXY STATEMENT FILED WITH THE SEC BY FURLONG THROUGH THE
WEBSITE MAINTAINED BY THE SEC AT WWW.SEC.GOV. FURLONG AND ITS
NOMINEES WILL BE SOLICITING PROXIES FROM STOCKHOLDERS OF
MICROWAVE FILTER COMPANY, INC. IN CONNECTION WITH THE ELECTION
OF DIRECTORS AND OTHER MATTERS. INFORMATION CONCERNING THESE
PARTICIPANTS AND THEIR INTERESTS IN THE SOLICITATION WILL BE SET
FORTH IN THE PROXY STATEMENT WHEN IT IS FILED WITH SEC.
CONTACT:
Daniel Rudewicz, CFA
(202) 999-8854
dan@furlongfinancial.com