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).

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.

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

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

Exhibit 99.2

Z E F F C A P I T A L

January 19, 2018

Board of Directors

c/o Robert Andrews, Chairman

Microwave Filter Company, Inc.

6743 Kinne Street

East Syracuse, NY 13057

Dear Robert,

Zeff Capital L.P, (“Zeff Capital”) on behalf of our affiliated investment fund, is pleased to inform you of our interest in acquiring all of the outstanding shares of common stock of Microwave Filter Company, Inc. (“MFCO”) not already owned by us or our affiliates, for $0.72 per share in cash. This proposal represents a premium of approximately 19% over the latest three month average closing price. Zeff Capital is the largest shareholder of MFCO and currently owns 220,653 shares of the company’s common stock, which represents approximately 8.6% of MFCO’s outstanding stock.

Zeff Capital commends MFCO for its long operating history and contribution to the local economy. However, we do not believe that MFCO’s current structure and strategy are conducive to creating long term value.

First, MFCO is not realizing any of the benefits of being publicly traded, ie. liquidity and a reasonable valuation.

Second, the operating results speak for themselves. Since 2005 MFCO’s stock price, book value and annual revenues have all fallen more than 50% and the company has produced a cumulative net loss. Of immediate concern is that MFCO’s net cash is now down to $350k as of Sep-2017.

Finally, the company’s lack of business combinations and strategic alliances has prevented any inorganic growth opportunities from developing.

We want to be clear that we do not believe the answer lies in simply “going dark” (i.e., de-registering as an SEC reporting company), which would not alter any operational deficiencies or create value for shareholders or other stakeholders.

Instead, we believe our offer gives MFCO’s current shareholders an opportunity to exit MFCO’s illiquid stock, at a fair price, and offers MFCO and its employees the best opportunity to return to growth and value creation by allowing the company to focus on operations and to explore strategic opportunities without the constraints of the current corporate structure. We also note that, based on recent regulatory filings, insiders, including the Board and Management, own less than 6.9% of the stock.

Z E F F C A P I T A L, LP

885 Sixth Avenue

New York, NY 10001

Z E F F C A P I T A L

If you do not accept Zeff Capital’s offer, we believe you should immediately form a committee of independent Directors to explore all strategic alternatives including a sale of the company.

We are available to meet with the Board of Directors to discuss this proposal at your earliest convenience. We have already engaged legal counsel, which stands ready to assist us in pursuing an expedited closing.

This letter does not constitute a legally binding obligation, and there will be no binding obligation except as set forth in definitive acquisition documents executed by all parties. Nor is this letter an offer to purchase or a solicitation of an offer to sell securities. Our 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). Financing is in place.

While we appreciate the Board’s need to conduct an appropriate process in evaluating our proposal, time is of the essence and your prompt consideration of this proposal is requested.

In the event that we do not reach agreement, we reserve the right to pursue all other options necessary to protect our 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 our shares.

Z E F F C A P I T A L, LP

885 Sixth Avenue

New York, NY 10001

Exhibit 99.2

Joint Filing Agreement

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D with respect to the Common Stock of Concord Camera Corp., and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.

In witness hereof, the undersigned hereby executed this Agreement this 19th day of January, 2018.