UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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 24, 2012
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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
not applicable
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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 the registrant under any of the
following provisions (See General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] 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))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On October 24, 2012, the Board of Directors elected Robert Shiroki to serve
as a director of Microwave Filter Company, Inc. (the "Company"), effective
immediately. It is expected that Mr. Shiroki will be appointed to serve on
the Audit Committee and the Compensation Committee of the Board.
Mr. Shiroki is a Certified Public Accountant in the state of New York and the
owner of Shiroki Associates CPA's, located in Fayetteville, NY, which
specializes in startups and small businesses. Prior to joining Shiroki
Associates, he was the Controller for Hart Lyman Companies of East Syracuse,
NY. Mr Shiroki has a bachelor of Science in Finance from SUNY Brockport and a
Bachelor of Science in Accounting form Syracuse University.
Mr. Shiroki brings to the Board extensive financial and business experience
and is considered an " audit committee financial expert" under SEC rules. Mr.
Shiroki's extensive financial and accounting knowledge will be an invaluable
asset to the Board of Directors in its oversight of our financial statements
and the financial reporting process.
There are no relationships between Mr. Shiroki and any other director or
executive officer of the Company, or with any person selected to become an
officer or a director of the Company. The Company has had no transactions
since the beginning of its last fiscal year, and has no transaction proposed,
in which Mr. Shiroki, or any member of his immediate family, has a direct or
indirect material interest.
Mr. Shiroki is a shareholder of Microwave Filter Company, Inc. and beneficially
owns 88,482 shares OF common stock.
As a non-employee director, Mr. Shiroki will receive fees of $300 per board
meeting and $300 per committee meeting on which he serves.
The registrant's shareholders will be asked to elect Mr. Shiroki to its Board
of Directors at its next meeting.
SIGNATURES
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)
Dated: October 24, 2012 By: /s/ Carl F. Fahrenkrug
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Carl F. Fahrenkrug
President and Chief Executive Officer
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