UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange
Act of 1934
(Amendment No. 1)
| Microwave Filter Company, Inc. |
| (Name of Issuer) |
| Common Stock |
| (Title of Class of Securities) |
| 595176108 |
| (CUSIP Number) |
| Daniel Zeff |
| 885 Sixth Avenue |
| New York, NY 10001 |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications |
| June 8, 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 (this “Statement”) 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 (Mr. Zeff, Capital and Holding 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 Capital, 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 $130,185 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.
| Item 4. | Purpose of Transaction. |
The Reporting Persons acquired the shares of Common Stock for investment purposes.
In pursuing such investment purposes, the Reporting Persons may further purchase, hold, vote, trade, dispose or otherwise deal in the Common Stock at times, and in such manner, as they deem advisable to benefit from, among other things, (1) changes in the market prices of the shares of Common Stock; (2) changes in the Company’s operations, business strategy or prospects; or (3) from the sale or merger of the Company. To evaluate such alternatives, the Reporting Persons will closely monitor the Company’s operations, prospects, business development, management, competitive and strategic matters, capital structure, and prevailing market conditions, as well as other economic, securities markets and investment considerations. Consistent with their investment research methods and evaluation criteria, the Reporting Persons may discuss such matters with the management or Board of Directors of the Company, other stockholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit, and other investors. Such evaluations and discussions may materially affect, and result in, among other things, the Reporting Persons (1) modifying their ownership of the Common Stock; (2) exchanging information with the Company pursuant to appropriate confidentiality or similar agreements; (3) proposing changes in the Company’s operations, governance or capitalization; (4) pursuing a transaction that would result in the Reporting Persons’ acquisition of all or a controlling interest in the Company; or (5) pursuing one or more of the other actions described in subsections (a) through (j) of Item 4 of Schedule 13D.
In addition to the information disclosed in this Statement, the Reporting Persons reserve the right to (1) formulate other plans and proposals; (2) take any actions with respect to their investment in the Company, including any or all of the actions set forth in subsections (a) through (j) of Item 4 of Schedule 13D; and (3) acquire additional shares of Common Stock or dispose of some or all of the shares of Common Stock beneficially owned by them, in each case in the open market, through privately negotiated transactions or otherwise. The Reporting Persons may at any time reconsider and change their plans or proposals relating to the foregoing.
On January 19, 2018, Capital delivered a letter to the Chairman of the Company indicating Capital’s interest in acquiring all of the outstanding shares of Common Stock not already owned by Capital and its affiliates for $0.72 per share in cash.
On June 8, 2018, Capital delivered a letter to the Chairman of the Company indicating that Capital has withdrawn its proposal to acquire the Company. Capital has terminated its consideration of, and is not currently pursuing, an acquisition of the Company.
| 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 2,579,680 shares of Common Stock outstanding as of May 1, 2018, as reported in the Company’s Form 10-Q for the quarter ended March 31, 2017. |
As of the close of business on June 8, 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: | Joint Filing Agreement, dated as of June 8, 2018, by and among the Reporting Persons. | |
| Exhibit 99.2: | Letter to the Company, dated January 19, 2018. | |
| Exhibit 99.3: | Letter to the Company, dated June 8, 2018. |
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: June 8, 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
Exhibit 99.1
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 and all amendments thereto with respect to the common stock of Microwave Filter Company, Inc., and that this Joint Filing Agreement (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 8th day of June, 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
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.
Very truly yours,
ZEFF CAPITAL, L.P.
By: Zeff Holding Company, LLC,
as general partner
By: /s/ Daniel Zeff
Name: Daniel Zeff
Dan@zeffcapital.com
415-847-6808
Z E F F C A P I T A L, LP
885 Sixth Avenue
New York, NY 10001
Exhibit 99.3
Z E F F C A P I T A L
June 8, 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, withdraws our proposal to acquire Microwave Filter Company, Inc. (“MFCO”). Zeff Capital has terminated our consideration of, and is not currently pursuing, an acquisition of MFCO. Zeff Capital also withdraws its proposed standstill agreement.
Very truly yours,
ZEFF CAPITAL, L.P.
By: Zeff Holding Company, LLC,
as general partner
By: /s/ Daniel Zeff
Name: Daniel Zeff
Dan@zeffcapital.com
415-847-6808
Z E F F C A P I T A L, LP
885 Sixth Avenue
New York, NY 10001