CUSIP No. 595176108
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1.
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Names of Reporting Persons.
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I.R.S. Identification
Nos. of above persons (entities only).
Zeff Capital,
LP
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
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(a)
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☑
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(b)
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☐
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions) N/A
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5.
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Check if Disclosure of Legal Proceedings
Is Required Pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or Place of Organization United
States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power 220,653
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8.
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Shared Voting Power None
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9.
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Sole Dispositive Power 220,653
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10.
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Shared Dispositive Power None
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11.
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Aggregate Amount Beneficially Owned
by Each Reporting Person 220,653
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12.
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Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions)
☐
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13.
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Percent of Class Represented by Amount
in Row (11) 8.6%
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14.
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Type of Reporting Person (See Instructions)
PN
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CUSIP No. 595176108
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1.
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Names of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only).
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Zeff Holding Company, LLC
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
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(a)
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☑
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(b)
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☐
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions) N/A
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5.
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Check if Disclosure of Legal Proceedings
Is Required Pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or Place of Organization Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power 0
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8.
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Shared Voting Power None
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9.
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Sole Dispositive Power 0
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10.
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Shared Dispositive Power None
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11.
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Aggregate Amount Beneficially Owned
by Each Reporting Person 0
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12.
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Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions)
☐
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13.
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Percent of Class Represented by Amount
in Row (11) 0%
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14.
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Type of Reporting Person (See Instructions)
OO
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CUSIP No. 595176108
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1.
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Names of Reporting Persons. I.R.S.
Identification Nos. of above persons (entities only).
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Daniel Zeff
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
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(a)
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☑
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(b)
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☐
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions) N/A
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5.
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Check if Disclosure of Legal Proceedings
Is Required Pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or Place of Organization United
States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power 0
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8.
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Shared Voting Power None
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9.
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Sole Dispositive Power 0
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10.
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Shared Dispositive Power None
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11.
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Aggregate Amount Beneficially Owned
by Each Reporting Person 0
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12.
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Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions)
☐
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13.
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Percent of Class Represented by Amount
in Row (11) 0%
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14.
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Type of Reporting Person (See Instructions)
IN
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SCHEDULE 13D
Item 1. Security
and Issuer
This statement
on Schedule 13D relates to the common stock (the “Common Stock”) of Microwave Filter Company, Inc. (the “Company”),
a New York corporation. The address of the Company’s principal executive offices is 6743 Kinne Street, East Syracuse, NY
13057.
Item 2. Identity
and Background
(a) This
Statement is filed as a joint statement pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934 (the “Exchange
Act”) by Zeff Capital L.P., a Delaware limited partnership (“Capital”), Zeff Holding Company, LLC, a Delaware
limited liability company (“Holding”), and Daniel Zeff, and Capital, Holding and individual (“Zeff”),
who are hereinafter collectively referred to as the Reporting Persons. Mr. Zeff is the sole manager and member of Holding, which
in turn serves as the general partner for Capital. Accordingly, the Reporting Persons are making a group filing because, due to
the relationship between them, the Reporting Persons may be deemed to constitute a “group” for purposes of Section
13(d)(3) of the Exchange Act.
(b) The
address of the principal business and principal office of each of the Reporting Persons is 885 Sixth Ave, New York, NY 10001.
(c) The
principal business of Mr. Zeff is that of investing in securities in his capacity as investment manager for Zeff Capital LP, and
as sole manager of Holding. The principal business of Capital is that of an investment partnership. The principal business of
Holding is acting as general partner for Capital.
(d) None
of the Reporting Persons has during the last five years, been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) None
of the Reporting Persons has during the last five years, been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining
future violations of or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation
with respect thereto.
(f) Mr.
Zeff is a citizen of the United States. Capital and Holdings are organized under the laws of the State of Delaware.
Item 3. Source
and Amount of Funds or Other Consideration.
The aggregate
purchase price paid by Capital for the shares of Common Stock reported herein was $0.59, which Capital paid utilizing its working
capital. Such shares of Common Stock are or may be held from time to time by in margin accounts established with their respective
brokers or banks, and a portion of the purchase price for the Common Stock may have been obtained through margin borrowing. Common
Stock positions held in margin accounts may be pledged as collateral security for the repayment of debit balances in the margin
accounts.
SCHEDULE 13D
Item 4. Purpose
of Transaction.
The Reporting Persons
acquired the shares of Common Stock of the Issuer for investment purposes.
On January 19,
Capital delivered a letter (the “January 19 Letter”) to the Chairman of the Company indicating Capital’s interest
in acquiring all of the outstanding shares of common stock of the Company not already owned by Capital and its affiliates for
$0.72 per share in cash. This proposal represents a premium of approximately 19% over the latest three month average closing price.
Capital’s
proposal is conditioned upon, among other things, completion of satisfactory due diligence, negotiation of mutually acceptable
definitive agreements (and the conditions set forth in such agreements).
The foregoing description
of the January 19 Letter is a summary, is not complete and is qualified in its entirety by reference to the full text of the January
19 Letter, a copy of which is attached to this Schedule 13D as Exhibit 99.1.
There can be no
assurance that any of the Reporting Persons will enter into definitive agreements with respect to the proposal described in the
January 19 Letter upon the terms set forth therein or otherwise, or that the transactions contemplated by the Proposal or any
other transaction involving the Company will be consummated. In the event that Capital (or its affiliates) does not reach agreement,
Capital believes that MFCO should immediately form a committee of independent Directors to explore all strategic alternatives
including a sale of the Company.
The Reporting Persons
reserve the right to pursue all other options necessary to protect their investment, including, but not limited to, pursuing a
direct tender offer, seeking other strategic buyers of the company, seeking board seats, exploring changes to the company’s
management, and any and all other methods of achieving a fair value for the shares of Common Stock reported herein and any other
shares of Common Stock that the Reporting Persons may acquire.
The Reporting Persons
may acquire additional Common Stock of the Company or dispose of Common Stock of the Company at any time and from time to time
in the open market, in privately negotiated transactions or otherwise. The Reporting Persons may also communicate with the board
of directors of the Company regarding various matters relating to board composition, management (including succession planning),
the Company’s strategic plans and other matters that the Reporting Persons deem appropriate. Such communications and discussions
are likely to include plans or proposals with respect to matters specified in clauses (a) through (j) of Item 4 of Schedule 13D,
but the Reporting Persons have not made a definitive determination to pursue, and may not pursue, any such plans or proposals.
Although the foregoing
represents the range of activities presently contemplated by the Reporting Persons, the scope of possible activities is subject
to change.
Item 5. Interest
in Securities of the Issuer.
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(a)
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The
aggregate percentage of the outstanding shares of Common Stock reported owned by each
Reporting Person is based upon 2,579,684 shares of Common Stock outstanding as of November
16 , 2017, as reported in the Company’s Form 10-K for the year ended September
30, 2017.
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As of the close of business on January 18,
2018:
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(i)
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Capital beneficially owns 220,653
shares of Common Stock constituting approximately 8.6% of the shares of Common Stock
outstanding;
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(ii)
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Holding beneficially owns 0 shares
of Common Stock held by Capital, of which Holding is the general partner, constituting
0% of the shares of Common Stock outstanding; and
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(iii)
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Mr. Zeff beneficially owns 0
shares of Common Stock constituting 0% of the shares of Common Stock outstanding;
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(b)
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Capital
has the sole power to vote or to direct the vote and to dispose or to direct the disposition
of the 220,653 shares of Common Stock reported herein as being beneficially owned by
it, which power is exercisable by Mr. Zeff as the sole manager of Holding, Capital’s
general partner.
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(d)
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No
other person has the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the Common Stock.
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Item 6. Contracts,
Arrangements, Understandings or Relationships with respect to Securities of the Issuer.
None.
Item 7. Material
to be Filed as Exhibits.
Exhibit 99.1:
Letter, dated January 19, 2018
Exhibit 99.2:
Joint Filing Agreement, dated as of January 19, 2018, by and among the Reporting Persons
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SIGNATURES
After reasonable
inquiry and to the best of their knowledge and behalf, the undersigned certify that the information set forth in this statement
is true, complete and correct.
Dated: January 19,
2018
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/s/ Daniel Zeff
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Daniel Zeff
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ZEFF HOLDING COMPANY,
LLC
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By:
/s/ Daniel Zeff
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Name: Daniel Zeff
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Title: Manager
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ZEFF CAPITAL, L.P.
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By: Zeff Holding Company,
LLC,
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as general partner
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By:
/s/ Daniel Zeff
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Name: Daniel Zeff
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Title: Manager
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