SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C 20549
FORM 10-K/A
(Amendment No. 1)
(Mark one)
_X_ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended_______September 30, 2009_____________________________
OR
__TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from____________to___________________________________
Commission file number__________________0-10976________________________________
______________________Microwave Filter Company, Inc____________________________
(Exact name of registrant as specified in its charter)
__________New York__________________________16-0928443_________________________
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer
Identification No.)
_____6743 Kinne Street, East Syracuse, NY________13057________________________
(Address of principal executive offices) (Zip code)
Registrant's telephone number including area code____(315) 438-4700_____________
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 if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. YES ______ NO ___X___
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. YES ______ NO ___X___
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 whether the registrant has submitted electronically
and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T
(Section 232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such
files).
YES ____ NO____ (The Registrant is not yet required to submit Interactive
Data)
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 a large accelerated filer,
an accelerated filer, a non-accelerated filer or a smaller reporting company
(as defined in Rule 12b-2 of the Exchange Act).
Large accelerated filer ______ Accelerated filer ______
Non-accelerated filer ______ (Do not check if smaller reporting company)
Smaller reporting company ____X____.
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act). YES ____ NO__X__
The aggregate market value of the voting stock held by non-affiliates of the
registrant, based on the closing price of the common stock on December 1,
2009, was approximately $2,481,811.
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, 2009: 2,592,933
DOCUMENTS INCORPORATED BY REFERENCE
Part III: Portions of the Definitive Proxy Statement to be filed with the
Securities and Exchange Commission in connection with the solicitation of
proxies for the Company's 2010 Annual Meeting of Shareholders are incorporated
by reference into Part III. (With the exception of those portions which are
specifically incorporated by reference in this Form 10-K, the Proxy Statement
is not deemed to be filed or incorporated by reference as part of this
report.)
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EXPLANATORY NOTE
We are filing this Amendment No. 1 on Form 10-K/A to amend our annual
report on Form 10-K for the fiscal year ended September 30, 2009, filed with
the SEC on December 16, 2009, solely to amend management's internal control
report as required by Item 308T of Regulation S-K. As such, our certifications
should include the introductory language in paragraph 4 of the certification
that refers to the certifying officer's responsibility for establishing and
maintaining internal control over financial reporting for the company as well
as the language of paragraph 4(b) of Item 601(b)(31) of Regulation S-K.
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PART IV
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
31.1 Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-
14(a) of The Securities Exchange Act of 1934
31.2 Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-
14(a) of The Securities Exchange Act of 1934
<page>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
MICROWAVE FILTER COMPANY, INC.
Dated: March 2, 2010 BY: /s/ Carl F. Fahrenkrug
Carl F. Fahrenkrug
Chief Executive Officer
Exhibit
Number Description
31.1 Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-
14(a) of the Securities Exchange Act of 1934
31.2 Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-
14(a) of the Securities Exchange Act of 1934