UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report:
(Date of earliest event reported)
October 1, 2009
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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
N/A
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act
(17 CFR 240.14a-12(b))
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
This Amendment No. 1 amends the Current Report on Form 8-K filed on October 5,
2009 to supplement the disclosure included under Item 4.01 thereof.
Item 4.01. Changes in Registrant's Certifying Accountant. On October 1, 2009,
Microwave Filter Company, Inc.(the "Company") changed its certifying
accountant to the newly formed EFP Rotenberg LLP. EFP Rotenberg LLP ("EFP
Rotenberg") was formed as result of a merger between Rotenberg and Company LLP
("Rotenberg"), the Company's former certifying accountant and EFP Group. All
of the partners and employees of Rotenberg and EFP Group have joined the new
firm, EFP Rotenberg. EFP Rotenberg succeeds Rotenberg and Company LLP as the
Company's certifying accountant. The merger is intended to have no material
impact to the relationship between the Company and its certifying accountant.
The reports of Rotenberg with respect to the Company's financial statements
for the Company's last two fiscal years as well any subsequent quarterly
reports did not contain an adverse opinion or a disclaimer of opinion or was
qualified or modified as to uncertainty, audit scope, or accounting
principles. Further, there were no disagreements with Rotenberg on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedures, which disagreements, if not resolved to their
satisfaction, would have caused Rotenberg to make reference to the subject
matter of the disagreement in connection with its report and Rotenberg did not
advise the Company of any "reportable events" (as described in Item 304 of
Regulation S-K).
The Company has provided Rotenberg with a copy of this Current Report on Form
8-K/A and has requested that Rotenberg furnish the Company with a letter
addressed to the U.S. Securities and Exchange Commission (the "SEC Letter")
stating whether or not Rotenberg agrees with the disclosure with respect to
Rotenberg set forth above. The SEC Letter is attached hereto as Exhibit 16.1.
During the Company's two most recent fiscal years and the subsequent interim
period through October 1, 2009, the Company has not consulted EFP Rotenberg
regarding the application of accounting principles to a specified transaction,
completed or proposed, the type of audit opinion that might be rendered on the
Company's financial statements or a reportable event, nor did the Company
consult with EFP Rotenberg regarding any disagreements with its prior
certifying accountant on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of the prior certifying
accountant, would have caused it to make reference to the subject matter of
the disagreements in connection with its reports.
Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
The following exhibits are filed herewith:
Exhibit
Number Description
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16.1 Letter from Rotenberg and Company, LLP to the
United States Securities and Exchange Commission
dated October 13, 2009.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MICROWAVE FILTER COMPANY, INC.
Date: October 13, 2009 /S/ Richard L. Jones
Richard L. Jones,
Chief Financial Officer