Filing Details

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

 

Microwave Filter Company, Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

595176108

(CUSIP Number)

 

Zeff Capital, LP

885 Sixth Avenue

New York, NY 10001

 

January 19, 2018

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☑

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 595176108
	1.	Names of Reporting Persons.
		I.R.S. Identification Nos. of above persons (entities only). Zeff Capital, LP
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	☑
		(b)	☐
	3.	SEC Use Only
	4.	Source of Funds (See Instructions)    N/A
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
	6.	Citizenship or Place of Organization    United States
Number of Shares Beneficially Owned by Each Reporting Person With
		7.	Sole Voting Power    220,653
		8.	Shared Voting Power      None
		9.	Sole Dispositive Power     220,653
		10.	Shared Dispositive Power    None
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person    220,653
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     ☐
	13.	Percent of Class Represented by Amount in Row (11)      8.6%
	14.	Type of Reporting Person (See Instructions) PN

 

 

CUSIP No. 595176108
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
		Zeff Holding Company, LLC
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	☑
		(b)	☐
	3.	SEC Use Only
	4.	Source of Funds (See Instructions)     N/A
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
	6.	Citizenship or Place of Organization     Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
		7.	Sole Voting Power    0
		8.	Shared Voting Power     None
		9.	Sole Dispositive Power      0
		10.	Shared Dispositive Power    None
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person      0
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     ☐
	13.	Percent of Class Represented by Amount in Row (11)     0%
	14.	Type of Reporting Person (See Instructions) OO

 

 

CUSIP No. 595176108
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
		Daniel Zeff
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	☑
		(b)	☐
	3.	SEC Use Only
	4.	Source of Funds (See Instructions)     N/A
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
	6.	Citizenship or Place of Organization     United States of America
Number of Shares Beneficially Owned by Each Reporting Person With
		7.	Sole Voting Power    0
		8.	Shared Voting Power     None
		9.	Sole Dispositive Power     0
		10.	Shared Dispositive Power    None
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person      0
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     ☐
	13.	Percent of Class Represented by Amount in Row (11)     0%
	14.	Type of Reporting Person (See Instructions) IN

 

 

SCHEDULE 13D

 

 

Item 1.     Security and Issuer

 

This statement on Schedule 13D relates to the common stock (the “Common Stock”) of Microwave Filter Company, Inc. (the “Company”), a New York corporation. The address of the Company’s principal executive offices is 6743 Kinne Street, East Syracuse, NY 13057.

 

Item 2.      Identity and Background

 

(a)       This Statement is filed as a joint statement pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”) by Zeff Capital L.P., a Delaware limited partnership (“Capital”), Zeff Holding Company, LLC, a Delaware limited liability company (“Holding”), and Daniel Zeff, and Capital, Holding and individual (“Zeff”), who are hereinafter collectively referred to as the Reporting Persons. Mr. Zeff is the sole manager and member of Holding, which in turn serves as the general partner for Capital. Accordingly, the Reporting Persons are making a group filing because, due to the relationship between them, the Reporting Persons may be deemed to constitute a “group” for purposes of Section 13(d)(3) of the Exchange Act.

(b)       The address of the principal business and principal office of each of the Reporting Persons is 885 Sixth Ave, New York, NY 10001.

(c)       The principal business of Mr. Zeff is that of investing in securities in his capacity as investment manager for Zeff Capital LP, and as sole manager of Holding. The principal business of Capital is that of an investment partnership. The principal business of Holding is acting as general partner for Capital.

(d)       None of the Reporting Persons has during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)       None of the Reporting Persons has during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect thereto.

(f)       Mr. Zeff is a citizen of the United States. Capital and Holdings are organized under the laws of the State of Delaware.

Item 3.      Source and Amount of Funds or Other Consideration.

 

The aggregate purchase price paid by Capital for the shares of Common Stock reported herein was $0.59, which Capital paid utilizing its working capital. Such shares of Common Stock are or may be held from time to time by in margin accounts established with their respective brokers or banks, and a portion of the purchase price for the Common Stock may have been obtained through margin borrowing. Common Stock positions held in margin accounts may be pledged as collateral security for the repayment of debit balances in the margin accounts.

 

 

SCHEDULE 13D

 

Item 4.      Purpose of Transaction.

 

The Reporting Persons acquired the shares of Common Stock of the Issuer for investment purposes.

 

On January 19, Capital delivered a letter (the “January 19 Letter”) to the Chairman of the Company indicating Capital’s interest in acquiring all of the outstanding shares of common stock of the Company not already owned by Capital and its affiliates for $0.72 per share in cash. This proposal represents a premium of approximately 19% over the latest three month average closing price.

Capital’s proposal is conditioned upon, among other things, completion of satisfactory due diligence, negotiation of mutually acceptable definitive agreements (and the conditions set forth in such agreements).

The foregoing description of the January 19 Letter is a summary, is not complete and is qualified in its entirety by reference to the full text of the January 19 Letter, a copy of which is attached to this Schedule 13D as Exhibit 99.1.

There can be no assurance that any of the Reporting Persons will enter into definitive agreements with respect to the proposal described in the January 19 Letter upon the terms set forth therein or otherwise, or that the transactions contemplated by the Proposal or any other transaction involving the Company will be consummated. In the event that Capital (or its affiliates) does not reach agreement, Capital believes that MFCO should immediately form a committee of independent Directors to explore all strategic alternatives including a sale of the Company.

The Reporting Persons reserve the right to pursue all other options necessary to protect their investment, including, but not limited to, pursuing a direct tender offer, seeking other strategic buyers of the company, seeking board seats, exploring changes to the company’s management, and any and all other methods of achieving a fair value for the shares of Common Stock reported herein and any other shares of Common Stock that the Reporting Persons may acquire.

The Reporting Persons may acquire additional Common Stock of the Company or dispose of Common Stock of the Company at any time and from time to time in the open market, in privately negotiated transactions or otherwise. The Reporting Persons may also communicate with the board of directors of the Company regarding various matters relating to board composition, management (including succession planning), the Company’s strategic plans and other matters that the Reporting Persons deem appropriate. Such communications and discussions are likely to include plans or proposals with respect to matters specified in clauses (a) through (j) of Item 4 of Schedule 13D, but the Reporting Persons have not made a definitive determination to pursue, and may not pursue, any such plans or proposals.

Although the foregoing represents the range of activities presently contemplated by the Reporting Persons, the scope of possible activities is subject to change.

Item 5.      Interest in Securities of the Issuer.

 

(a)

The aggregate percentage of the outstanding shares of Common Stock reported owned by each Reporting Person is based upon 2,579,684 shares of Common Stock outstanding as of November 16 , 2017, as reported in the Company’s Form 10-K for the year ended September 30, 2017.

As of the close of business on January 18, 2018:

 

(i)

Capital beneficially owns 220,653 shares of Common Stock constituting approximately 8.6% of the shares of Common Stock outstanding;

 

(ii)

Holding beneficially owns 0 shares of Common Stock held by Capital, of which Holding is the general partner, constituting 0% of the shares of Common Stock outstanding; and

(iii)

Mr. Zeff beneficially owns 0 shares of Common Stock constituting 0% of the shares of Common Stock outstanding;

(b)

Capital has the sole power to vote or to direct the vote and to dispose or to direct the disposition of the 220,653 shares of Common Stock reported herein as being beneficially owned by it, which power is exercisable by Mr. Zeff as the sole manager of Holding, Capital’s general partner.

(c)

None.

(d)

No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock.

(e)

N/A

Item 6.      Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.

None.

 

Item 7.      Material to be Filed as Exhibits.

 

Exhibit 99.1: Letter, dated January 19, 2018

Exhibit 99.2: Joint Filing Agreement, dated as of January 19, 2018, by and among the Reporting Persons.

 

SIGNATURES

After reasonable inquiry and to the best of their knowledge and behalf, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: January 19, 2018

 

	/s/ Daniel Zeff
	Daniel Zeff
	ZEFF HOLDING COMPANY, LLC
	By: /s/ Daniel Zeff
	Name: Daniel Zeff
	Title: Manager
	ZEFF CAPITAL, L.P.
	By: Zeff Holding Company, LLC,
	as general partner
	By: /s/ Daniel Zeff
	Name: Daniel Zeff
	Title: Manager