Exhibit 99.1 Press Release re: MFCO Receives Offer to Acquire Outstanding Shares of Common Stock
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) February 13,
2018
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Microwave Filter Company, Inc.
(Exact Name of Registrant as Specified in Charter)
| New York | 0-10976 | 16-0928443 |
| ------------------------- | -------------------- | ------------------- |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 6743 Kinne Street, East Syracuse, New York | 13057 |
| ------------------------------------------------ | -------- |
| (Address of Principal Executive Offices) | (Zip Code) |
(315) 438-4700
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Not applicable
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(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 thefollowing 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))
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of
1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
[ ]
On January 22, 2018, the Board of Directors of Microwave Filter
Company, Inc. ("MFCO" or the "Company") received a letter from
Zeff Capital L.P. ("Zeff Capital") in which Zeff Capital expressed
an interest in acquiring all of the outstanding shares of common
stock of MFCO not already owned by Zeff Capital or its affiliates,
for $.72 per share in cash.
The Board of Directors of MFCO met and discussed this offer. The
Board is favorably disposed to this offer, but naturally must
conduct due diligence and make further inquiry into details of
this transaction. The MFCO Board of Directors has formed a
Sub-Committee for the purpose of communicating with Zeff Capital
and investigating this proposal.
We look forward to our further communications.
A copy of a letter from Robert Andrews, Chairman of the Board of
MFCO, dated February 8, 2018 to Zeff Capital is filed as Exhibit
99.1 to this Current Report on Form 8-K.
(d) Exhibits
99.1 Letter dated February 8, 2018
from Robert Andrews to Zeff Capital, L.P.
SIGNATURES
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) | |
| Dated: February 13, 2018 | By: /s/ Paul W. Mears |
| -------------------------------- | |
| Paul W. Mears | |
| Chief Executive Officer |
Exhibit 99.1 Press Release re: MFCO Receives Offer to Acquire Outstanding Shares of Common Stock