0000921895-12-000557.txt : 20120319 0000921895-12-000557.hdr.sgml : 20120319 20120319130200 ACCESSION NUMBER: 0000921895-12-000557 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120319 DATE AS OF CHANGE: 20120319 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42686 FILM NUMBER: 12699965 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: SONKIN PAUL D CENTRAL INDEX KEY: 0001166432 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 145 E. 57TH STREET STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 sc13da705688mic_03052012.htm AMENDMENT NO. 7 TO THE SCHEDULE 13D sc13da705688mic_03052012.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 7)1

Microwave Filter Company, Inc.
(Name of Issuer)

Common stock, par value $.10 per share
(Title of Class of Securities)

595176108
(CUSIP Number)
 
PAUL D. SONKIN
HUMMINGBIRD MANAGEMENT, LLC
575 Madison Avenue - 9th Floor
New York, New York 10022
212-750-7117
psonkin@hummingbirdvalue.com
 
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

March 5, 2012
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 § 240.13d-7 for other parties to whom copies are to be sent.


_______________
1              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
NAME OF REPORTING PERSON
 
Hummingbird Value Fund, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
148,178
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
148,178
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
148,178
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.7%
14
TYPE OF REPORTING PERSON
 
PN

 
2
 
CUSIP NO. 595176108
 
1
NAME OF REPORTING PERSON
 
Tarsier Nanocap Value Fund, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
200,017
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
200,017
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
200,017
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.7%
14
TYPE OF REPORTING PERSON
 
PN

 
3
 
CUSIP NO. 595176108
 
1
NAME OF REPORTING PERSON
 
Hummingbird Capital, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
348,195
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
348,195
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
348,195
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
13.5%
14
TYPE OF REPORTING PERSON
 
OO

 
4
 
CUSIP NO. 595176108
 
1
NAME OF REPORTING PERSON
 
Hummingbird Management, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
712,987
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
712,987
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
712,987*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
27.6%
14
TYPE OF REPORTING PERSON
 
OO
 
* Includes 364,792 Shares held in certain managed accounts.

 
5
 
CUSIP NO. 595176108
 
1
NAME OF REPORTING PERSON
 
Paul D. Sonkin
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) x
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
 
712,987
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
712,987
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
712,987*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
27.6%
14
TYPE OF REPORTING PERSON
 
IN
 
* Includes 364,792 Shares held in certain managed accounts.

 
6
 
CUSIP NO. 595176108
 
The following constitutes Amendment No. 7 to the Schedule 13D filed by the undersigned (“Amendment No. 7”).  This Amendment No. 7 is filed in part to correct an error in the number of shares reported held in certain managed accounts.  This Amendment No. 7 amends the Schedule 13D as specifically set forth herein.
 
Item 2.
Identity and Background.
 
Items 2(a)-(c) are hereby amended and restated to read as follows:
 
(a)           This statement is filed by:
 
 
(i)
Hummingbird Value Fund, L.P., a Delaware limited partnership (“Hummingbird Value”), with respect to the Shares directly and beneficially owned by it;
 
 
(ii)
Tarsier Nanocap Value Fund, L.P., a Delaware limited partnership (“Tarsier”), with respect to the Shares directly and beneficially owned by it;
 
 
(iii)
Hummingbird Capital, LLC, a Delaware limited liability company (“Hummingbird Capital”), which serves as the general partner of each of Hummingbird Value and Tarsier;
 
 
(iv)
Hummingbird Management, LLC, a Delaware limited liability company (“Hummingbird Management”), which serves as the investment manager of each of Hummingbird Value and Tarsier and of certain managed accounts (the “Managed Accounts”); and
 
 
(v)
Paul D. Sonkin (“Mr. Sonkin”), who serves as the managing member of each of Hummingbird Management and Hummingbird Capital.
 
Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”  Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6 to the Schedule 13D.  Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
 
(b)           The address of the principal office of each of the Reporting Persons is 575 Madison Avenue, 9th Floor, New York, New York 10022.
 
(c)           The principal business of each of Hummingbird Value and Tarsier is serving as a private investment fund.  The principal business of Hummingbird Capital is serving as the general partner of each of Hummingbird Value and Tarsier.  The principal business of Hummingbird Management is serving as the investment manager of each of Hummingbird Value, Tarsier and the Managed Accounts.  The principal occupation of Mr. Sonkin is serving as the managing member of each of Hummingbird Management and Hummingbird Capital.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended and restated to read as follows:
 
The Shares purchased by Hummingbird Value and Tarsier were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted.  The aggregate purchase cost of the 348,195 Shares beneficially owned in the aggregate by Hummingbird Value and Tarsier is approximately $256,200, excluding brokerage commissions.  The aggregate purchase cost of the 364,792 Shares held in the Managed Accounts is approximately $326,057, excluding brokerage commissions.
 
 
7
 
CUSIP NO. 595176108
 
Item 5.
Interest in Securities of the Issuer.
 
Items 5(a)-(c) are hereby amended and restated to read as follows:
 
(a)           The aggregate percentage of Shares reported owned by each person named herein is based upon 2,586,227 Shares outstanding as of February 7, 2012, which is the total number of Shares outstanding as reported in the Issuer’s Definitive Proxy Statement for the 2012 annual meeting of shareholders of the Issuer, filed with the Securities and Exchange Commission on February 9, 2012.
 
As of the close of business on March 16, 2012, Hummingbird Value directly owned 148,178 Shares, constituting approximately 5.7% of the Shares outstanding.  As the general partner of Hummingbird Value, Hummingbird Capital may be deemed to beneficially own the 148,178 Shares owned by Hummingbird Value, constituting approximately 5.7% of the Shares outstanding.  As the investment manager of Hummingbird Value, Hummingbird Management may be deemed to beneficially own the 148,178 Shares owned by Hummingbird Value, constituting approximately 5.7% of the Shares outstanding.
 
As of the close of business on March 16, 2012, Tarsier directly owned 200,017 Shares, constituting approximately 7.7% of the Shares outstanding.  As the general partner of Tarsier, Hummingbird Capital may be deemed to beneficially own the 200,017 Shares owned by Hummingbird Value and Tarsier, constituting approximately 7.7% of the Shares outstanding.  As the investment manager of Tarsier, Hummingbird Management may be deemed to beneficially own the 200,017 Shares owned by Tarsier, constituting approximately 7.7% of the Shares outstanding.
 
Hummingbird Management, as the investment manager of the Managed Accounts, may be deemed to beneficially own the 364,792 Shares held in the Managed Accounts, constituting approximately 14.1% of the Shares outstanding, in addition to the 348,195 Shares owned in the aggregate by Hummingbird Value and Tarsier.
 
Mr. Sonkin, as the managing member of each of Hummingbird Management and Hummingbird Capital, may be deemed to beneficially own the 712,987 Shares owned in the aggregate by Hummingbird Value, Tarsier and the Managed Accounts, constituting approximately 27.6% of the Shares outstanding.
 
(b)           By virtue of his position with Hummingbird Management and Hummingbird Capital, Mr. Sonkin has the sole power to vote and dispose of the Shares beneficially owned by Hummingbird Value and Tarsier and held in the Managed Accounts.
 
(c)           The Reporting Persons have not engaged in any transaction in the Shares since the filing of Amendment No. 6 to the Schedule 13D.
 
 
8
 
CUSIP NO. 595176108

SIGNATURES
 
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
 
Dated: March 19, 2012
HUMMINGBIRD VALUE FUND, L.P.
   
 
By:
Hummingbird Capital, LLC
its General Partner
   
 
By:
/s/ Paul D. Sonkin
   
Name:
Paul D. Sonkin
   
Title:
Managing Member


 
THE TARSIER NANOCAP VALUE FUND, L.P.
   
 
By:
Hummingbird Capital, LLC
its General Partner
   
 
By:
/s/ Paul D. Sonkin
   
Name:
Paul D. Sonkin
   
Title:
Managing Member


 
HUMMINGBIRD CAPITAL, LLC
   
 
By:
/s/ Paul D. Sonkin
   
Name:
Paul D. Sonkin
   
Title:
Managing Member


 
HUMMINGBIRD MANAGEMENT, LLC
   
 
By:
/s/ Paul D. Sonkin
   
Name:
Paul D. Sonkin
   
Title:
Managing Member



 
/s/ Paul D. Sonkin
 
PAUL D. SONKIN

 
9