8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): August 2, 2010
Valpey-Fisher Corporation(Exact Name of Registrant as Specified in Charter)

Maryland	1-4184	06-0737363
(State or other jurisdiction of incorporation)	Commission File Number	(IRS Employer Identification Number)

75 South Street, Hopkinton, MA	01748
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (508) 435-6831

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.   Results of Operations and Financial Condition.

On August 2, 2010, Valpey-Fisher Corporation (“the Company”) issued a press release announcing the Company’s financial results for the second quarter ended July 4, 2010.  A copy of the Company’s press release regarding such announcement is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.

Such information, including the Exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section.  It may only be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933 if such filing expressly references this Current Report on Form 8-K.

Item 9.01.   Financial Statements and Exhibits.

(c)	Exhibits
	Exhibit No.	Description
	99.1	Press Release dated August 2, 2010

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.

		Valpey-Fisher Corporation
Date:	August 2, 2010	By:	/s/ Michael J. Kroll
			Michael J. Kroll
			Vice President, Treasurer and
			Chief Financial Officer

EX-99.1

Exhibit 99.1

Valpey Fisher Corporation Reports Second Quarter Profit

HOPKINTON, Mass.--(BUSINESS WIRE)--August 2, 2010--Valpey Fisher Corporation (NASDAQ: VPF), a leader in low-noise timing solutions, today reported results for the 2nd quarter ended July 4, 2010.

For the second quarter of 2010, the Company reported an operating profit of $195,000 and net earnings of $136,000 or $.03 per share on sales of $3,799,000, compared to an operating loss of $67,000 and a net loss of $82,000 on sales of $2,496,000 for the same period last year.

Michael Ferrantino Jr., the Company’s President and Chief Executive Officer, commented, “We are pleased to report 2010 second quarter results that include a 52% increase in revenue and a $262,000 increase in operating profit over the same period of 2009. This increase in operating profit is after the negative impact of our $177,000 investment in marketing and development expenses incurred by our Microwave Product line that was formed in the 4^th quarter of 2009. New customer orders were up $1,342,000 or 55% from the second quarter of last year. Our backlog amounts to $2,207,000 at July 4, 2010 compared to $1,532,000 at the end of the second quarter of 2009.”

“During the second quarter we again saw sales increases across all of our product lines with our High-Precision Product line increasing 79% over the prior year. Our customer base is clearly recognizing the value of these industry leading oscillators, timing modules and integrated subsystems. In addition, we continue to perform according to plan with our Microwave Product line which will be shipping its first production order in the 3^rd quarter,” added Ferrantino.

About Valpey Fisher:

Valpey Fisher is a pioneer in the design of high-accuracy subsystems used in digital and optical telecommunications systems in use throughout the world for digital, voice, data and military communications. The Company’s products enable communications systems vendors to increase network data capacity and improve voice and video quality. Valpey Fisher manufactures precision low-noise timing modules used in Point-to-Point Radio, Satellite, Base Station, Test & Measurement, Microwave Communications and Synthesizers. The Company’s major OEM customers include Alcatel-Lucent, Blade Networks, Juniper Networks, Harris, Raytheon, BAE Systems and L-3 Communications.

For more information on Valpey Fisher’s innovative products including the Microwave Product line, please visit www.valpeyfisher.com.

Forward Looking Statements

Certain statements made herein contain forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Words such as “expects”, “believes”, “estimates”, “plans” or similar expressions are intended to identify such forward-looking statements. The forward-looking statements are based on our current views and assumptions and involve risks and uncertainties that include, but not limited to: our results for 2010 may be negatively impacted by the current global economic conditions and uncertainties, our ability to develop, market and manufacture new innovative products competitively, the fluctuations in product demand of the telecommunications industry, our ability, including that of our suppliers to produce and deliver materials and products competitively, a significant portion of our revenues is derived from sales to a few customers and the loss of one or more of our significant customers could have an adverse impact on our operating results and financial condition, a significant portion of our revenue is derived from products manufactured by one supplier and a significant change in the supplier’s manufacturing capability or in our relationship with this supplier could have an adverse impact on our operating results and financial condition, our operating results and financial condition could be negatively affected if after receiving design wins from OEMs, which in turn outsource the manufacture of their products to electronics manufacturing services ("EMS") companies, we fail to negotiate terms and successfully obtain orders from the EMS companies directly, and compliance with changing corporate governance and public disclosure regulations may result in additional expenses.

Valpey-Fisher Corporation
Condensed Consolidated Statements of Operations
Unaudited
(in thousands, except per share data)	Quarter Ended				Six Months Ended
		7/4/10		6/28/09		7/4/10		6/28/09
Net sales	$	3,799	$	2,496	$	7,367	$	5,078
Cost of sales		2,383		1,681		4,570		3,415
Gross profit		1,416		815		2,797		1,663
Selling and advertising expenses		545		416		1,058		828
General and administrative expenses		366		328		723		673
Research and development expenses		310		138		639		284
		1,221		882		2,420		1,785
Operating profit (loss)		195		(67)		377		(122)
Interest income		4		10		9		20
Earnings (loss) before income taxes		199		(57)		386		(102)
Income tax (expense) benefit		(63)		(25)		(154)		3
Net earnings (loss)	$	136	$	(82)	$	232	$	(99)
Basic and diluted earnings (loss) per share	$	0.03	$	(0.02)	$	0.05	$	(0.02)
Basic weighted average shares		4,301		4,298		4,300		4,298
Diluted weighted average shares		4,450		4,298		4,416		4,298

Valpey-Fisher Corporation
Condensed Consolidated Balance Sheets
(in thousands)
	(Unaudited)		(Audited)
		7/4/10		12/31/09
ASSETS
Current assets:
Cash and cash equivalents	$	4,266	$	4,053
Receivables, net		2,231		1,744
Inventories, net		1,381		1,105
Deferred income taxes and other current assets		853		959
Total current assets		8,731		7,861
Property, plant and equipment, at cost		11,811		11,613
Less accumulated depreciation		10,357		10,128
		1,454		1,485
Other assets		213		203
Total assets	$	10,398	$	9,549
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities	$	2,399	$	1,810
Deferred income taxes		167		175
Stockholders' equity		7,832		7,564
Total liabilities and stockholders' equity	$	10,398	$	9,549

CONTACT:
Valpey Fisher Corporation
Michael J. Kroll, 508-435-6831 X600
Vice President, Treasurer and CFO