SEC FORM 4/A

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GRUVERMAN IRWIN J/

(Last)

(First)

(Middle)

30 OSSIPEE ROAD

(Street)

NEWTON

02464

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MFIC CORP [ MFIC.OB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
04/07/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)
04/07/2004

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/07/2004		M		56,250	A	$0.7562	1,496,055⁽¹⁾	D
Common Stock	04/07/2004		M		23,750	A	$0.561	1,519,805⁽¹⁾	D
Common Stock	04/07/2004		M		40,000	A	$0.36	1,559,805⁽¹⁾	D
Common Stock	04/07/2004		J⁽²⁾		0	A	$0	100,000	I	By Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$0.7562	04/07/2004		M			56,250	⁽³⁾	01/03/2006	Common Stock	56,250	$0.00	18,750	D
Stock Option (Right to Buy)	$0.561	04/07/2004		M			23,750	⁽⁴⁾	01/02/2007	Common Stock	23,750	$0.00	126,250	D
Stock Option (Right to Buy)	$0.36	04/07/2004		M			40,000	⁽⁵⁾	01/03/2005	Common Stock	40,000	$0.00	0	D

Explanation of Responses:

1. Number of securities beneficially owned as of the transaction date of 4/7/04.

2. No reportable transactions have occurred in connection with the indirect holdings. The transaction code, acquisition code and price are included only because information is required to be entered in those columns.

3. Option to purchase 75,000 shares of common stock granted 1/2/2001; 25% exercisable on each of the first four anniversaries of the date of grant.

4. Option to purchase 150,000 shares of common stock granted 1/2/2002; 25% exercisable on each of the first four anniversaries of the date of grant.

5. Option to purchase 40,000 shares of common stock granted 1/3/2000; 25% exercisable on each of the first four anniversaries of the date of grant.

Remarks:

This Form 4/A amends the Forms 4 filed by Mr. Gruverman on March 29, 2004 and April 7, 2004 (the "Original Forms 4"). The Original Forms 4 incorrectly reported that Mr. Gruverman had purchased (a) 80,000 shares through an open-market purchase for a price per share of $1.2375 and an aggregate purchase price of $99,000 and (b) an additional 40,000 shares through an open-market purchase for a price per share of $0.36 and an aggregate purchase price of $14,400. The Original Forms 4 should have reported that Mr. Gruverman (y) exercised an option to purchase 80,000 shares at a price per share of $1.2375 and an aggregate purchase price of $99,000 and (z) exercised an option to purchase 40,000 shares at a purchase price per share of $0.36 for an aggregate purchase price of $14,400. Upon review of records, it was discovered that Mr. Gruverman had accidentally exercised 80,000 stock options that had expired prior to the exercise date of 4/7/04 (the "Exercise Date"). The Corporation has agreed to accept the substitute exercise, as of the Exercise Date, of the number of common stock options at the purchase price set forth in the first two entries in Table II (the "Alternative Options"), all of which had previously vested on the Exercise Date, in lieu of the expired options to purchase 80,000 shares. The aggregate exercise price for the Alternative Options is $55,860. Instead of repaying to Mr. Gruverman the remaining $43,140 that was paid on the Exericse Date (the "Over-Payment"), Mr. Gruverman and the Corporation have agreed to permit the Corporation to retain the Over-Payment as additional paid in capital (i.e., non-refundable and bearing no interest) on the condition that he be granted a $43,140 credit toward his future exercise of the Corporation's stock options.

	Irwin J. Gruverman	12/22/2005
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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