UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 10-K/A
ANNUAL REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended September 30, 2004
Microwave Filter Company, Inc.
(Exact Name of Registrant as Specified in Charter)
New York 0-10976 16-0928443
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(State or Other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
6743 Kinne Street, East Syracuse, New York 13057
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(Address of principal executive offices) (Zip Code)
(315) 438-4700
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Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:_____None____________
Securities registered pursuant to Section 12(g) of the Act:
_________________________Common stock, par value $.10 per share_________________
Title of class
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports, and (2) has been subject to such
filing requirements for the past 90 days.
YES __X__ NO____
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. __
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
YES ____ NO__X__
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The aggregate market value of the voting stock held by non-affiliates of the
registrant at the close of business on December 1, 2004 was $4,419,240.
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Shares of common stock outstanding at December 1, 2004: 2,904,428
Documents incorporated by reference: None.
EXPLANATORY NOTE
This Amendment 10-K/A to the Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 2004, initially filed with the Securities and
Exchange Commission (the "SEC") on December 23, 2004 (the "Original Filing"),
is being filed to make textual changes to Part II, Item 9A, Controls and
Procedures.
Item 9A. Controls and Procedures
1. Evaluation of disclosure controls and procedures. Based on their
evaluation of the Company's disclosure controls and procedures (as
defined in Rule 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934) as of the end of the period covered by this
Annual Report on Form 10-K, the Company's chief executive officer
and chief financial officer have concluded that the Company's
disclosure controls and procedures are effective.
2. Changes in internal control over financial reporting. During the
quarter ended September 30, 2004, there were no changes in the
Company's internal control over financial reporting (as defined
in Rule 13a-15(f)) that have materially affected, or are reasonably
likely to materially affect, the Company's internal control over
financial reporting.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Microwave Filter Company, Inc.
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(Registrant)
Date: March 8, 2005 By: /s/ Carl F. Fahrenkrug
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Carl F. Fahrenkrug
Chief Executive Officer
Date: March 8, 2005 By: /s/ Richard L. Jones
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Richard L. Jones
Chief Financial Officer