0000921895-12-000567.txt : 20120321 0000921895-12-000567.hdr.sgml : 20120321 20120321172747 ACCESSION NUMBER: 0000921895-12-000567 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120321 DATE AS OF CHANGE: 20120321 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: 12706737 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 sc13da805688014_03212012.htm AMENDMENT NO. 8 TO THE SCHEDULE 13D sc13da805688014_03212012.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. 8)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
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

March 6, 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
 
xxx


* Includes 364,792 Shares held in certain managed accounts.

 
6

 
CUSIP NO. 595176108
 
The following constitutes Amendment No. 8 to the Schedule 13D filed by the undersigned (“Amendment No. 8”).  This Amendment No. 8 amends the Schedule 13D as specifically set forth herein.
 
Item 4.
Purpose of Transaction.
 
Item 4 is hereby amended to add the following:
 
Since the filing of Amendment No. 6 to the Schedule 13D, the Reporting Persons have engaged in discussions with the Board of Directors of the Issuer (the “Board”).  In the course of such discussions the Reporting Persons suggested that it might be in the best interests of the Issuer’s shareholders for the Board to consider authorizing or taking one or more of the following actions: (i) delaying the date of the 2012 annual meeting of the shareholders of the Issuer (the “Annual Meeting”); (ii) reducing the size of the whole Board from the current nine (9) members to seven (7) members by the date of the Annual Meeting and to five (5) members by December 31, 2012; (iii) declassifying the Board so that all members of the Board are elected annually; (iv) instituting a shareholders rights plan; (v) instituting a regular dividend policy; (vi) removing certain supermajority vote requirements in the Issuer’s organizational documents; and (vii) considering other strategic alternatives that are in the best interests of the shareholders of the Issuer.  The Reporting Persons also raised the issue of having a representative of theirs join the Board.  The Reporting Persons intend to continue to engage in discussions with the Board of the Issuer regarding the issues raised by the Reporting Persons, the Annual Meeting and the composition of the Issuer’s Board generally.
 
In their discussions with the Board, the Reporting Persons stated that if the Board was amenable to authorizing or taking the actions set forth in items (i) through (vii) in the preceding paragraph, the Reporting Persons will strongly reconsider their previously stated intention, as set forth in their March 5, 2012 letter to the Board, to support certain Furlong Fund’s proposals to be voted on at the Annual Meeting.
 
Item 5.
Interest in Securities of the Issuer.
 
Item 5(c) is hereby amended and restated to read as follows:
 
 
(c)
The transactions in the Issuer’s securities by the Reporting Persons during the 60 days preceding the filing of Amendment No. 6 to the Schedule 13D are set forth in Schedule A and are incorporated herein by reference.
 

 
7

 
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 21, 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

 
 
8

 
CUSIP NO. 595176108
 
SCHEDULE A
 
Transactions in the Securities of the Issuer During the 60 Days Prior to the Filing of Amendment No. 6 to the Schedule 13D
 
Class of
Security
Securities
Purchased/(Sold)
Price Per
Share ($)
Date of
Purchase/Sale

HUMMINGBIRD VALUE FUND, L.P.

Common Stock
1,000
 
0.9300
01/04/12
Common Stock
(138,100)*
 
0.9050
01/10/12
Common Stock
2,500
 
0.9400
02/16/12

TARSIER NANOCAP VALUE FUND, L.P.

Common Stock
(138,100)**
 
0.9050
01/10/12
 
HUMMINGBIRD MANAGEMENT, LLC (Through the Managed Accounts)

Common Stock
276,200#
 
0.9050
01/10/12


* Shares were transferred to certain accounts managed by Hummingbird Management, LLC, an affiliate of Hummingbird Value Fund, L.P. 
** Shares were transferred to certain accounts managed by Hummingbird Management, LLC, an affiliate of Tarsier Nanocap Value Fund, L.P. 
# Shares were transferred from Hummingbird Value Fund, L.P. and Tarsier Nanocap Value Fund, L.P., each an affiliate of Hummingbird Management, LLC.