** **

**UNITEDSTATES**

**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

**FORM 10-K/A**

 

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**ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF**

**THE SECURITIES EXCHANGE ACT OF 1934**

**(Amendment No. 1)**

 

**For the fiscal year ended December 31, 2004**

 

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**CommissionFile Number: 0-11625**

 

**MFIC CORPORATION**

**(Exact name of registrant as specified in its charter)**

 
| **Delaware**                                                                                        |   | **04-2793022**                       |
|-----------------------------------------------------------------------------------------------------|--------|--------------------------------------|
| (State or other jurisdiction of  incorporation or organization)                                     |   | (I.R.S. Employer Identification No.) |
|                                                                                                |   |                                 |
| **30 Ossipee Road, P.0. Box 9101  Newton, Massachusetts**                                           |   | **02464-9101**                       |
| (Address of principal executive offices)                                                            |   | (Zip Code)                           |
| ** **                                                                                          |   |                                 |
| Registrant’s telephone number, including area code:  **(617) 969-5452**                   |
|                                                                                                |
| Securities registered pursuant to Section 12(b) of the Act:   **None**                    |
|                                                                                                |
| Securities registered pursuant to Section 12(g) of the Act:  **Common Stock, $.01 par  value** |

 

Indicate by check mark whether the registrant; (1) has filed allreports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days.   Yes ý  No  o

 

Indicate by check mark if disclosure of delinquent filers pursuant toItem 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 informationstatements incorporated by reference in Part III of this Form 10-K or anyamendment to this Form 10-K.     o

 

Indicateby check mark whether the registrant is an accelerated filer (as defined inRule 12b-2 of the Act)     Yes o     No  ý

 

Theaggregate market value of Common Stock held by non-affiliates of the registrant(without admitting that any person whose shares are not included in determiningsuch value is an affiliate), based upon the closing sale price of the CommonStock on June 30, 2004 and on April 26, 2005 respectively as reported on theNASDAQ Over-the-Counter Bulletin Board was approximately $14,034,000 and $13,559,610.

 

Thenumber of shares outstanding of the registrant’s Common Stock as of April 26,2005 was 9,679,209 shares.

 

 

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** **

**MFICCorporation**

**AmendmentNo. 1 to the 2004 Form 10-K Annual Report**

**Tableof Contents**

 
| ** **                          |
|-------------------------------------|
| ** **                          |
| **Item**                            | ** ** | **Item  Title** | ** ** | **Page** |
| Item 10                             |   | Directors and Executive  Officers of the Registrant |   | 3 |
| Item 11                             |   | Executive Compensation |   | 5 |
| Item 12                             |   | Security Ownership of  Certain Beneficial Owners and Management |   | 7 |
| Item  13.                           |   | Certain  Relationships and Related Transactions |   | 9 |
| Item  15.                           |   | Exhibits,  Financial Statement Schedules and Reports on Form 8-K |   | 10 |
|                                |   |   |   |   |
| Signatures                          |   |   |   | 15 |
| Exhibit Index  & Exhibits  |   |   |   | 16 |

 

This Reportcontains “forward-looking statements” within the meaning of the PrivateSecurities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties, and MFICcautions investors that there can be no assurance that its actual results orthat business conditions will not differ materially from the Company’s currentexpectations.  Such differences couldresult from various factors including, but not limited to, the following risksand uncertainties: (i) whether the performance advantages of theMicrofluidizer® materials processing equipment are realized by customers andthat a commercial market for that equipment continues to develop, (ii) whetherthe performance advantages of the Company’s MMR nanoparticle production systemswill be realized commercially, (iii) whether MFIC will be able to increase itsmarket penetration and market share, (iv) whether MFIC’s expectation that thebenefits of nanotechnology will, in part, be realized by the ability of the MMRto produce innovative materials in large quantities, (v) whether MFIC is ableto increase the number of prototype MMR placements and then manufacture andintroduce commercial production MMR equipment, (vi) whether MFIC will be ableto increase its market penetration and market share,  (vii) whether the timing of orders will causevolatility in quarterly revenues and net income which could result in largeswings in MFIC’s stock price, and (viii) whether MFIC will have access tosufficient working capital to weather periods of reduced revenues whileimplementing its business plan.  Suchforward-looking statements speak only as of the date on which they are made,and the Company cautions readers not to place undue reliance on suchstatements.

 

Microfluidizer®is a trademark of the Company, which has been registered with the United StatesPatent and Trademark Office. All other trademarks or trade names referred toherein are the property of their respective owners.

 

**EXPLANATORY NOTE**

 

This AmendmentNo. 1 to the Annual Report on Form 10-K of MFIC Corporation (the “Company”)amends the Company’s Annual Report on Form 10-K for the fiscal year endedDecember 31, 2004, originally filed on March 18, 2005 (the “OriginalFiling”). The Company is filing this Amendment No. 1 to: (i) add theinformation required by Part III of Form 10-K, which was cross-referencedin the Original Filing to the Company’s Proxy Statement for the 2005 AnnualMeeting of Stockholders; and (ii) delete the incorporation by reference ofthe Company’s Proxy Statement for the 2005 Annual Meeting of Stockholders fromthe cover page.  In addition, inconnection with the filing of this Amendment No. 1 and pursuant to therules of the Securities and Exchange Commission, the Company is includingcurrently dated certifications as Exhibits 31.1, 31.2, 32.1, and 32.2.

 

Except asdescribed above, no other changes have been made to the Original Filing. ThisAmendment No. 1 does not amend or update any other information set forthin the Original Filing, and does not reflect any events that occurred at a datesubsequent to the filing of the Original Filing except as indicated in thisAmendment No. 1 or by the rules and regulations promulgated by the Securitiesand Exchange Commission.  This Amendmentshould be read in conjunction with the Company’s other filings made with theSecurities and Exchange Commission subsequent to the filing of the OriginalFiling, including any amendments to those filings.

 

Part III, Items10 through 13, and Part IV, Item 15(c) are hereby amended and restated in theirentirety as follows: 

 

2

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**Item 10****.****   ****                DIRECTORSAND EXECUTIVE OFFICERS OF THE REGISTRANT**

 

**Directorsand Executive Officers**

 

Eachdirector of the Company is elected annually and holds office for the ensuingyear and until his successor has been elected and qualified.  The names of the Company’s current directors,executive officers, directors-elect and certain information about them are setforth below:

 
| **Name**** **   | ** ** | **Age** | ** ** | **Title**** **                                                      |
|----------------------|------------|---------|------------|--------------------------------------------------------------------------|
| Irwin  J. Gruverman  |       | 71      |       | Chief  Executive Officer, Chairman of the Board, Treasurer and Secretary |
|                 |       |    |       |                                                                     |
| Robert  P. Bruno     |       | 67      |       | President,  Chief Operating Officer, and Vice-President Sales/Marketing  |
|                 |       |    |       |                                                                     |
| Jack  M. Swig        |       | 56      |       | Vice  President-Corporate Development and General Counsel                |
|                 |       |    |       |                                                                     |
| Dennis  P. Riordan   |       | 58      |       | Controller                                                               |
|                 |       |    |       |                                                                     |
| James  N. Little     |       | 64      |       | Director                                                                 |
|                 |       |    |       |                                                                     |
| Vincent  B. Cortina  |       | 67      |       | Director                                                                 |
|                 |       |    |       |                                                                     |
| Edward  T. Paslawski |       | 54      |       | Director                                                                 |
|                 |       |    |       |                                                                     |
| Leo  Pierre Roy      |       | 47      |       | Director                                                                 |

 

IRWINJ. GRUVERMAN has served as the Chief Executive Officer, Chairman of the Boardof Directors and Secretary of the Company since its inception in 1983.  He also currently serves as the Company’sTreasurer.  From the Company’s inceptionin 1983 to June 1993, and from November 21, 2000 until May 17,2001, Mr. Gruverman served as its President.  In addition, Mr. Gruverman currentlyserves on the Board of Directors of North American Scientific, Inc., apublicly held company.  Mr. Gruverman isa member of the Nominating Committee of the Board of Directors.

 

ROBERTP. BRUNO joined the Company on April 8, 1996 as Vice-President ofSales/Marketing.  Mr. Bruno wasappointed as Chief Operating Officer on November 30, 2000.  Mr. Bruno was appointed as President onMay 17, 2001 with such appointment becoming effective on May 21,2001.

 

JACKM. SWIG joined the Company as a full time employee in January 1996 and wasappointed in January 1999 as the Vice President—Corporate Development andGeneral Counsel.  He has served as theCompany’s General Counsel and Investor Relations Manager since 1993.  Mr. Swig has 25 years venture capital,corporate finance and merchant/investment banking experience.

 

DENNISP. RIORDAN joined the Company on February 12, 1996 as the Controller.  Mr. Riordan previously served asController—Residential Group for Winthrop Management from May 1989 to May1994.  From June 1986 to May 1989, heserved in various positions as an assistant controller at Krupp Management, areal estate concern.  Prior to that,Mr. Riordan spent twelve years in public accounting, primarily as an auditmanager.

 

JAMESN. LITTLE has served as a director of the Company sinceDecember 1995.  Since December 2001,Dr. Little has served as President of Cetek Corporation, a biotechnologydrug discovery company.  FromAugust 1998 until December 2001, Dr. Little served as SeniorVice President of Cetek.  Prior to that,from 1981 to August 1998, Dr. Little served as a Senior VicePresident of Sales, Marketing and Business Development for Zymark Corporation(which was later acquired by Caliper Life Sciences), a manufacturer ofscientific instrumentation.  Dr. Littleis a member of the Nominating, Audit and Compensation Committees of the Boardof Directors.

 

3

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VINCENTB. CORTINA has served as a director of the Company since May 1997.  Since June 2001, Mr. Cortina has servedas a principal of Corvis Associates, a management consulting firm.  He is also a vice-president of Hamilton-Chase& Associates, Inc., an executive search firm.  From March 1999 until May****2001,Mr. Cortina served as Director of Operations for Advanced InstrumentsGroup, a manufacturer of laboratory and clinical instruments.  Prior to that, he served as a self-employedbusiness consultant.  From 1990 to 1996he served as President of Advanced Monitors, Inc., a company that developsand manufactures industrial and commercial instruments.  Mr. Cortina is a member of the Nominating andCompensation Committees of the Board of Directors.

 

EDWARDT. PASLAWSKI has a thirty year career in structured finance, equity andmezzanine investing and investment banking. Mr. Paslawski is an investment banker with First Dunbar SecuritiesCorporation, a licensed broker/dealer, and he holds the NASD Series 62, 63 and24 licenses.  His investment bankingpractice specializes in structuring management buy-outs, troubled debt andequity restructuring, recapitalizations, roll-ups, forming businesses aroundexceptional, seasoned managers and buy/sell M&A representation.  Mr. Paslawski is the President of SnapProductions, LLC, a Maine-based film production company that develops animatedand live programming for television and theaters.  Mr. Paslawski also serves as President andCEO of Royalty Capital Management, LLC. For the past ten years he has served as a Director and Chairman of CEIVentures, the managing partner of Coastal Ventures LP and Coastal VenturesLLC.  He also is an investor in a numberof operating companies.  His pastexperience includes subordinated debt financing with Meridian Capital Corp SBICand senior level positions in leveraged/structured finance for major UnitedStates and international banks including Meridian Bank, Bank of Boston, Banknorth,National Bank of Canada, Industrial Bank of Japan and ABN AMRO.  He holds a BS in Accounting and Finance fromDrexel University.  Mr. Paslawski is amember of the Nominating, Audit and Compensation Committees of the Board ofDirectors and is the “financial” expert on the Audit Committee.

 

LEOPIERRE ROY has served as a director of the Company since June 2000.  Mr. Roy has more than 20 years ofexperience as a senior manager and consultant. Mr. Roy currently serves as director of environmental services atVanasse Hangen & Brustlin, Inc. (VHB), a recognized leader in providingtransportation, land development, and environmental services.  Prior to joining VHB in September 2003,Mr. Roy was the Vice President and Chief Operating Officer of TheBioengineering Group, Inc., a firm engaged in consulting in the areas oferosion control, water quality, ecological restoration and bioremediation from September****2000 to September 2003. Between 1998 and 2000 he served as the President of Houqua &Company, Inc., a consulting firm specializing in strategic planning anddevelopment services.  From 1997 to 1998,Mr. Roy served as President and Chief Operating Officer of Energy AnswersCorporation, a designer, developer and owner of resource recovery, power,recycling and solid waste management companies. From 1992 to 1996, Mr. Roy served first as Director of Waste Policyand Planning and later as Undersecretary of the Executive Office ofEnvironmental Affairs for the Commonwealth of Massachusetts.  From 1990 to 1991, Mr. Roy was theRegional Manager of Special Projects for Waste Management, Inc.  From 1985 to 1989, he was the Vice Presidentand Chief Operating Officer of Orne Enterprises, Inc., a venture capital,environmental technology holding company. Mr. Roy is a member of the Nominating, Audit and Compensation Committeesof the Board of the Directors.

 

**Section16(a) Beneficial Ownership Reporting Compliance**

 

Basedsolely on a review of Forms 3, 4 and 5 and amendments thereto furnished to theCompany by its reporting persons, each of Robert P. Bruno, Vincent B. Cortina,Irwin J. Gruverman, James N. Little, Edward T. Paslawski, Dennis P. Riordan,Leo Pierre Roy and Jack M. Swig filed on a Form 5 information that should havebeen filed on a Form 4.  Each filingrelated to a grant of options exempt from Rule 16b-3 on January 2, 2004.  The Company has reviewed its procedures formaking appropriate filings with each of its reporting persons.

 

**Code ofEthics**

 

TheCompany has adopted a Code of Ethics that applies to all of the Company’semployees, officers and directors, and which is attached to this Report asExhibit 14.  Any person may receive acopy, without charge, of the Company’s Code of Ethics by sending a request forthe Code of Ethics to MFIC Corp., 30 Ossipee Road, Newton, MA 02464-9101,ATTN:  Investor Relations. The Code ofEthics is also viewable on the Company’s website at the following URL:http://www.mficcorp.com/nethics.html

 

4

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**Item 11****.****   ****                EXECUTIVECOMPENSATION**

 

**Compensation of Executive Officers**

 

**The table below included compensation information for eachof the Company’s named executive officers.**

** **

** **
| ** **                                                                             | ** ** | ** ** | ** ** | **Annual  Compensation** | ** ** | **Long-Term Compensation** | ** ** |
|----------------------------------------------------------------------------------------|------------|------------|------------|--------------------------|------------|----------------------------|------------|
| **Name and Principal Position**                                                        | ** ** | **Year**   | ** ** | **Salary**               | ** ** | **Bonus**                  | ** ** | **Securities  Underlying  Stock   Options (#)** | ** ** | **All Other  Compensation** | ** ** |
|                                                                                   |       |       |       |                     |       |                       |       |   |   |   |   |
| Irwin J. Gruverman                                                                     |       | 2004       |       | $                        | 97,000     |                       | $          | 6,912 |   | 50,000 |   | $ | 0 |   |
| Chief  Executive Officer, Chairman of the Board of Directors, Treasurer and  Secretary |       | 2003       |       | $                        | 95,000     |                       | $          | 0 |   | 50,000 |   | $ | 0 |   |
|                                                                                   | 2002       |       | $          | 59,025                   |       | $                          | 0          |   | 150,000 |   | $ | 0 |   |
|                                                                                   |       |       |       |                     |       |                       |       |   |   |   |   |
| Robert P. Bruno                                                                        |       | 2004       |       | $                        | 153,000    |                       | $          | 6,912 |   | 50,000 |   | $ | 0 |   |
| President,  Chief Operating Officer, and Vice President Sales/Marketing                |       | 2003       |       | $                        | 150,000    |                       | $          | 0 |   | 50,000 |   | $ | 0 |   |
|                                                                                   | 2002       |       | $          | 138,902                  |       | $                          | 0          |   | 50,000 |   | $ | 0 |   |
|                                                                                   |       |       |       |                     |       |                       |       |   |   |   |   |
| Jack M. Swig                                                                           |       | 2004       |       | $                        | 107,000    |                       | $          | 4,608 |   | 15,000 |   | $ | 0 |   |
| Vice  President, Corporate Development and General Counsel                             |       | 2003       |       | $                        | 105,000    |                       | $          | 0 |   | 30,000 |   | $ | 0 |   |
|                                                                                   | 2002       |       | $          | 102,000                  |       | $                          | 0          |   | 30,000 |   | $ | 0 |   |
|                                                                                   |       |       |       |                     |       |                       |       |   |   |   |   |
| Dennis P. Riordan                                                                      |       | 2004       |       | $                        | 100,000    |                       | $          | 4,608 |   | 15,000 |   | $ | 0 |   |
| Controller                                                                             |       | 2003       |       | $                        | 98,000     |                       | $          | 0 |   | 15,000 |   | $ | 0 |   |
|                                                                                   | 2002       |       | $          | 94,000                   |       | $                          | 0          |   | 25,000 |   | $ | 0 |   |

 

**Option/SARGrants in Last Fiscal Year**

** **
| ** **         | ** ** | **Individual Grants** | ** ** | ** **       | ** ** |
|--------------------|------------|-----------------------|------------|------------------|------------|
| ** **         | ** ** | ** **            | ** ** | **Percent of**   | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **         | ** ** | **Number of**         | ** ** | **Total**        | ** ** | ** ** | ** ** | ** ** | ** ** | **Grant Date** | ** ** |
| ** **         | ** ** | **Securities**        | ** ** | **Options/SARs** | ** ** | **Exercise** | ** ** | ** ** | ** ** | **Value** | ** ** |
| ** **         | ** ** | **Underlying**        | ** ** | **granted to**   | ** ** | **of Base** | ** ** | ** ** | ** ** | **Grant Date** | ** ** |
| ** **         | ** ** | **Options/SARs**      | ** ** | **Employees in** | ** ** | **Price** | ** ** | **Expiration** | ** ** | **Present** | ** ** |
| **Name**           | ** ** | **Granted (#)**       | ** ** | **Fiscal Year**  | ** ** | **($ /Sh)** | ** ** | **Date** | ** ** | **Value $** | ** ** |
| Irwin J. Gruverman |       | 50,000                |       | 13.8             | %          | $ | 2.48 |   | 1/2/14 |   | $ | 97,000 |   |
| Robert P. Bruno    |       | 50,000                |       | 13.8             | %          | $ | 2.25 |   | 1/2/14 |   | $ | 88,000 |   |
| Dennis P. Riordan  |       | 15,000                |       | 4.1              | %          | $ | 2.25 |   | 1/2/14 |   | $ | 26,400 |   |
| Jack M. Swig       |       | 15,000                |       | 4.1              | %          | $ | 2.25 |   | 1/2/14 |   | $ | 26,400 |   |

 

5

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**Aggregated Option/SAR Exercises in Last Fiscal Yearand Fiscal Year End Options/SAR Values**

 
| ** **         | ** ** | ** **             | ** ** | ** **             | ** ** | **Number of**           | ** ** | ** **              | ** ** |
|--------------------|------------|------------------------|------------|------------------------|------------|-------------------------|------------|-------------------------|------------|
| ** **         | ** ** | ** **             | ** ** | ** **             | ** ** | **Securities**          | ** ** | **Value of**            | ** ** |
| ** **         | ** ** | ** **             | ** ** | ** **             | ** ** | **Underlying**          | ** ** | **Unexercised in-the**  | ** ** |
| ** **         | ** ** | ** **             | ** ** | ** **             | ** ** | **Unexercised**         | ** ** | **Money**               | ** ** |
| ** **         | ** ** | ** **             | ** ** | ** **             | ** ** | **Options/SARS at**     | ** ** | **Options/SARS at**     | ** ** |
| ** **         | ** ** | ** **             | ** ** | ** **             | ** ** | **Fiscal Year-End (#)** | ** ** | **Fiscal Year-End ($)** | ** ** |
| ** **         | ** ** | **Shares Acquired on** | ** ** | ** **             | ** ** | **Exercisable/**        | ** ** | **Exercisable/**        | ** ** |
| **Name**           | ** ** | **Exercise**           | ** ** | **Value Realized ($)** | ** ** | **Unexercisable**       | ** ** | **Unexercisable**       | ** ** |
| Irwin J. Gruverman |       | 120,000                |       | $                      | 113,400    |                    | 263,700/   | 181,250                 |       | $ | 238,786/ | $ | 197,179 |   |
| Robert P. Bruno    |       | 0                      |       | $                      | 0          |                    | 278,750/   | 143,750                 |       | $ | 241,255/ | $ | 169,282 |   |
| Dennis P. Riordan  |       | 6,000                  |       | $                      | 6,750      |                    | 97,750/    | 41,250                  |       | $ | 70,943/ | $ | 46,457 |   |
| Jack M. Swig       |       | 0                      |       | $                      | 0          |                    | 98,250/    | 58,750                  |       | $ | 67,366/ | $ | 54,922 |   |

 

**CompensationCommittee Report on Executive Compensation**

 

TheCompensation Committee reviews and determines on both an annual and anas-needed basis the compensation of the Company’s executive officers.  The Company determines all elements of anexecutive officer’s compensation, including salary, bonus, options, benefitsand all other aspects of the total compensation package.  Executive officers are those officersdesignated by the Board of Directors to have the broadest responsibility andpolicy-making authority in the Company. The Company currently has four executive officers, including Irwin J.Gruverman, the Company’s Chief Executive Officer, Robert P. Bruno, the Company’sPresident, Dennis Riordan, the Company’s Controller, and Jack M. Swig, theCompany’s General Counsel and Vice-President—Corporate Development.

 

TheCompany’s executive officer compensation program is designed to attract,motivate and retain talented management through a combination of base salary,bonuses, equity compensation such as options, and employee benefits.  The Compensation Committee determines thelevel of compensation for each executive officer after reviewing the officer’sresponsibilities and past performance of the executive officer, theexpectations for such officer’s performance in the upcoming year and relevantdata points for comparable companies.

 

CompensationCommittee:

 

VincentB. CortinaJames N. Little****Edward T. PaslawskiLeo Pierre Roy

 

**EmploymentAgreements**

 

The Company does not have employment agreements withany of its executive officers.

 

**Compensation of Directors**

 

TheCompany strives to provide adequate and competitive compensation to itsDirectors to encourage qualified directors to remain with the Company.  The Company provides an annual cash stipendof $12,000 to the Company’s non-employee directors, and also provides optiongrants to them.  Employee directors arenot given compensation in addition to their employment compensation.  Generally, directors are paid $3,000 perquarter to attend all meetings of both the Board and its committees.

 

Non-employeedirectors are granted an option to purchase 25,000 shares upon joining theBoard of Directors and 7,500 shares on the first business day after January 1of each calendar year if the non-employee director remains a director throughthat date.  The option grants aregenerally exercisable in four equal installments after the date of grant.  All shares are granted automatically pursuantto the terms of the Company’s 1989 Stock Plan, as amended.

 

6

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Non-employeedirectors do not currently participate in the Company’s employee benefitplans.  The Company does pay the premiumsfor the Company’s directors and office liability insurance, which covers eachof the Company’s officers and directors.

 

TheCompany’s Board of Directors occasionally reviews the compensation received bythe non-employee directors to determine if it is adequate and competitive, ascompared to similar companies of comparable size.

 

**Item 12****.****                                                   ****SECURITY OWNERSHIP OF CERTAINBENEFICIAL OWNERS AND MANAGEMENT**

 

**BeneficialOwnership of Directors and Executive Officers and Principal Holders of VotingSecurities**

 

TheCompany’s Common Stock is the only class of securities entitled to vote at theMeeting.  As of April 26, 2005, 9,679,209shares were issued and outstanding and entitled to vote at the Meeting.  Each share is entitled to one vote.  The following table sets forth informationregarding ownership of the Company’s Common Stock as of April 26, 2005 for eachof (i) each executive officer and director of the Company, (ii) holders of morethan 5% of our Common Stock, and (iii) all officers and directors as awhole.  For executive officers anddirectors, this table also includes the position held by each such person.

 
| ** **                                                                 | ** ** | **Positions and Offices with  the Company, if any (1)**                                 | ** ** | **Amount and Nature  of Beneficial  Ownership (2)** | ** ** | **Percent of Class  (3)** | ** ** |
|----------------------------------------------------------------------------|------------|-----------------------------------------------------------------------------------------|------------|-----------------------------------------------------|------------|---------------------------|------------|
|                                                                       |       |                                                                                    |       |                                                |       |                      |       |
| Irwin J. Gruverman                                                         |       | Chief  Executive Officer, Chairman of the Board of Directors, Secretary, and  Treasurer |       | 2,017,805                                           | (4)        | 20.8                      | %          |
|                                                                       |       |                                                                                    |       |                                                |       |                      |       |
| Robert P. Bruno                                                            |       | President,  Chief Operating Officer, and Vice President Sales/Marketing                 |       | 354,300                                             | (5)        | 3.7                       | %          |
|                                                                       |       |                                                                                    |       |                                                |       |                      |       |
| Dennis P. Riordan                                                          |       | Controller                                                                              |       | 124,323                                             | (6)        | 1.3                       | %          |
|                                                                       |       |                                                                                    |       |                                                |       |                      |       |
| Jack M. Swig                                                               |       | Vice  President — Corporate Development and General Counsel                        |       | 124,290                                             | (7)        | 1.3                       | %          |
|                                                                       |       |                                                                                    |       |                                                |       |                      |       |
| Edward T. Paslawski                                                        |       | Director                                                                                |       | 49,375                                              | (8)        | *                         |       |
|                                                                       |       |                                                                                    |       |                                                |       |                      |       |
| Leo Pierre Roy                                                             |       | Director                                                                                |       | 50,375                                              | (9)        | *                         |       |
|                                                                       |       |                                                                                    |       |                                                |       |                      |       |
| James N. Little                                                            |       | Director                                                                                |       | 31,875                                              | (10)       | *                         |       |
|                                                                       |       |                                                                                    |       |                                                |       |                      |       |
| Vincent B. Cortina                                                         |       | Director                                                                                |       | 31,875                                              | (11)       | *                         |       |
|                                                                       |       |                                                                                    |       |                                                |       |                      |       |
| Husic Capital Management   555 California Street   San Francisco, CA 94104 |       |                                                                                    |       | 1,605,136                                           | (12)       | 16.6                      | %          |
|                                                                       |       |                                                                                    |       |                                                |       |                      |       |
| Pfizer, Inc.   235 E. 42nd Street   New York, NY 10017                     |       |                                                                                    |       | 600,000                                             | (13)       | 6.2                       | %          |
|                                                                       |       |                                                                                    |       |                                                |       |                      |       |
| All current directors and executive  officers as a group (8 persons)       |       |                                                                                    |       | 2,784,218                                           | (14)       | 28.8                      | %          |

 

7

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*              Less than 1%

 

(1)           All addresses are c/o MFICCorporation, 30 Ossipee Road, Newton, MA 02464, unlessotherwise indicated.

 

(2)                                  Unless otherwise indicated, each person possesses sole voting andinvestment power with respect to the shares.

 

(3)                                  Shares of Common Stock that a person has the right to acquire within60 days of April 26, 2005, according to Registrar & Transfer Company,the Company’s transfer agent, pursuant to the exercise of options are deemed tobe outstanding for the purpose of computing the percentage ownership of suchperson or entity, but are not deemed to be outstanding for the purpose ofcomputing the percentage ownership of any other person or entity shown in thetable.  The inclusion herein of anyshares of Common Stock deemed beneficially owned does not constitute anadmission of beneficial ownership of those shares.  Percentage ownership is based on 9,679,209 sharesof Common Stock issued and outstanding on April 26, 2005.

 

(4)                                  Consists of (i) 419,300 shares of Common Stock, (ii) 345,000shares of Common Stock subject to currently exercisable options,(iii) 153,505 shares of Common Stock owned jointly by Mr. Gruvermanand his wife, (iv) 100,000 shares of Common Stock owned by his wife, and(v) 1,000,000 shares of restricted Common Stock.  Mr. Gruverman disclaims beneficialownership of the 100,000 shares of Common Stock owned by his wife.

 

(5)                                  Consists of 347,500 shares of Common Stock subject to currentlyexercisable options, and 6,800 shares of Common Stock.

 

(6)                                  Consists of 114,000 shares of Common Stock subject to currentlyexercisable options and 10,323 shares of Common Stock owned jointly by Mr.Riordan and his wife.

 

(7)                                  Consists of 123,250 shares of Common Stock subject to currentlyexercisable options and 1,040 shares of Common Stock owned by Mr. Swig.

 

(8)           Consists of 49,375 shares of CommonStock subject to currently exercisable options.

 

(9)                                  Consists of 1,000 shares of Common Stock and 49,375 shares of CommonStock subject to currently exercisable options.

 

(10)                            Consists of 7,500 shares of Common Stock and 24,375 shares of CommonStock subject to currently exercisable options.

 

(11)                            Consists of 7,500 shares of Common Stock and 24,375 shares of CommonStock subject to currently exercisable options.

 

(12)                            Information with respect to beneficial ownership is based uponinformation furnished by Husic Capital Management, Frank J. Husic and Co. andFrank J. Husic, an individual, on Schedule 13G/A filed with the Securities andExchange Commission on January 21, 2005. Husic Capital Management has direct beneficial ownership and sole votingand dispositive power over the shares.

 

(13)                            Information with respect to beneficial ownership is based uponinformation furnished by Pfizer, Inc. and G.D. Searle LLC on Schedule 13-D/Afiled with the Securities and Exchange Commission on February 2, 2005.  G.D. Searle LLC has sole voting anddispositive power over the shares.

 

(14)                            Includes 1,077,250 shares of Common Stock subject to currentlyexercisable options. See footnotes 4 through 11 above.

 

8

----

 

**Securities Authorized For Issuance Under Equity Compensation Plans**

 
| **Plan category**                                               | ** ** | **Number of securities to   be issued upon exercise   of outstanding options, warrants and rights** | ** ** | **Weighted-average   exercise price of   outstanding options,  warrants and rights** | ** ** | **Number of securities  remaining available for  future issuance under  equity compensation plans  (excluding securities  reflected in column (a))** | ** ** |
|-----------------------------------------------------------------|------------|-----------------------------------------------------------------------------------------------------|------------|--------------------------------------------------------------------------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------|------------|
| ** **                                                      | ** ** | **(a)**                                                                                             | ** ** | **(b)**                                                                              | ** ** | **(c)**                                                                                                                                              | ** ** |
| **Equity compensation plans approved by  security holders**     |       | 1,788,213                                                                                           |       | $                                                                                    | 1.13       |                                                                                                                                                 | 907,815    |   |
| **Equity compensation plans not approved by  security holders** |       | 958,970                                                                                             |       | $                                                                                    | 3.09       |                                                                                                                                                 | N/A        |   |
| **Total**                                                       |       |                                                                                                |       |                                                                                 |       |                                                                                                                                                 |       |

 

**Item13.**                **CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS**

 

During the fiscal year ended December 31, 2004, theCompany made principal and interest payments totaling $11,007 to Messrs.Jennings and Lewis, former principal holders of the Company’s common stock, inconnection with subordinated debt owed them.

 

9

----

 

**Item 15.****                           ****EXHIBITS, FINANCIAL STATEMENTSCHEDULES AND REPORTS ON FORM 8-K**

 

(c)           Exhibits

 
| **Exhibit   Number** | ** ** | **Description  of Exhibit**                                                                                                                                                                                                                                                                                                                                                                                                                                |
|----------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 3(a)                 |       | Certificate  of Incorporation for the Company, as amended (filed as Exhibit 2A to  Registration Statement No. 0-11625 on Form 8-A and as Exhibit 3.1(a) to the  Company’s Report on Form 10-Q for the quarterly period ended September 30,  1999 and incorporated herein by reference).                                                                                                                                                               |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 3(b)                 |       | Amended and  Restated By-Laws for the Company (filed as Exhibit 3.3(b) to the Company’s  Annual Report on Form 10-K for the fiscal year ended December 31, 1996 and  incorporated herein by reference).                                                                                                                                                                                                                                               |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.2                  |       | Form of  Warrant issued to placement agent under the Placement Agent Agreement  attached as Exhibit 10.62                                                                                                                                                                                                                                                                                                                                                  |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.3                  |       | Form of  Warrant issued to investors in the private placement described in the  Placement Agency Agreement attached as Exhibit 10.62                                                                                                                                                                                                                                                                                                                       |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.1                 |       | 1987 Stock  Plan (filed as Exhibit 10(g) to the Company’s Annual Report on Form 10-K for  the fiscal year ended December 31, 1987 and incorporated herein by  reference).                                                                                                                                                                                                                                                                        |
| 10.2                 |       | 1988 Stock  Plan (filed as Exhibit 10(g) to the Company’s Annual Report on Form 10-K for  the fiscal year ended December 31, 1988 and incorporated herein by  reference).                                                                                                                                                                                                                                                                             |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.3                 |       | 1989  Non-Employee Directors Stock Option Plan (filed as Exhibit 10.1 to the  Company’s registration statement on Form S-8 filed October 22, 1996 and  incorporated herein by reference).                                                                                                                                                                                                                                                             |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.4                 |       | Lease for 30  Ossipee Road, Newton, Massachusetts dated May 23, 1997 between Microfluidics  International Corporation and J. Frank Gerrity, Trustee of 1238 Chestnut  Street Trust under Declaration of Trust dated May 23, 1969, recorded with  Middlesex South Registry of Deeds in Book 11682, Page 384 (filed as Exhibit  3.10(a) to the Company’s form 10-Q for the quarterly period ended June 30,  1997 and incorporated herein by reference). |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.5                 |       | Letter of  Understanding between Microfluidics International Corporation and Worcester  Polytechnic Institute dated as of April 3, 1992 (filed as  Exhibit 3.10(f) to the Company’s Form 10-K for the fiscal year  ended December 31, 1993 and incorporated herein by reference).                                                                                                                                                 |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.6                 |       | Agreement  between Microfluidics International Corporation and Catalytica, Inc. dated as  of October 18, 1993 (filed as Exhibit 3.10(g) to the Company’s  Form 10-K for the fiscal year ended December 31, 1993 and  incorporated herein by reference) with amendments dated September 1, 1994 and  March 31, 1995.                                                                                                               |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.7                 |       | Amendment to  agreement dated September 1, 1994 between Microfluidics International Corporation  and Catalytica, Inc. dated as of October 18, 1993 (filed as Exhibit 3.10(g)  to the Company’s Form 10-K for the fiscal year ended December 31, 1993, and  incorporated herein by reference).                                                                                                                                                         |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.8                 |       | Amendment  to agreement dated March 31, 1995 between Microfluidics International  Corporation and Catalytica, Inc. dated as of October 18, 1993 (filed as  Exhibit 3.10(g) to the Company’s Form 10-K for the fiscal year ended December  31, 1993, and incorporated herein by reference)                                                                                                                                                             |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.9                 |       | License  Agreement among Microfluidics International Corporation, Worcester  Polytechnic Institute and Catalytica, Inc. dated as of October 18, 1993  (filed as Exhibit 3.10(h) to the Company’s Form 10-K for the fiscal  year ended December 31, 1993 and incorporated herein by reference).                                                                                                                                    |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.10                |       | Amendment  to agreement dated September 1, 1994 between Microfluidics International  Corporation and Catalytica, Inc. dated as of October 18, 1993 (filed as  Exhibit 3.10(g) to the Company’s Form 10-K for the                                                                                                                                                                                                                                      |

 

10

----

 
|   |   | fiscal  year ended December 31, 1993, and incorporated herein by reference).                                                                                                                                                                                                                                                           |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                   |
| 10.11  |   | Letter,  dated August 15, 1995, from Microfluidics International Corporation to  Michael T. Rumley. (filed as Exhibit 3.10(j) to the Company’s Form 10-K  for fiscal year ended December 31, 1995 and incorporated herein by  reference).                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                   |
| 10.12  |   | Letter,  dated December 31, 1995 from Microfluidics International Corporation to Irwin  J. Gruverman. (filed as Exhibit 3.10(k) to the Company’s Form 10-K for fiscal  year ended December 31, 1996 and incorporated herein by reference).                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                   |
| 10.13  |   | Warrant  for the Purchase of Shares of Common Stock, dated July 14, 1993, in favor of  Ladenburg, Thalmann & Co. Inc. (filed as Exhibit 3.10(l) to the Company’s  Form 10-K or fiscal year ended December 31, 1996 and incorporated herein by  reference).                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                   |
| 10.14  |   | Letter,  dated December 31, 1996, from Microfluidics International Corporation to  Irwin J. Gruverman. (filed as Exhibit 3.10(o) to the Company’s Form 10-K  for fiscal year ended December 31, 1996 and incorporated herein by  reference).                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                   |
| 10.15  |   | Agreement  between Microfluidics International Corporation and Catalytica, Inc. dated  January 1, 1995 regarding participation in and management of the Advanced  Technology Program (ATP). (filed as Exhibit 3.10(p) to the Company’s Form  10-K for fiscal year ended December 31, 1996 and incorporated herein by  reference). |
|   |   |                                                                                                                                                                                                                                                                                                                                   |
| 10.16  |   | Consulting  Agreement with James Little. (filed as Exhibit 3.10(q) to the Company’s Form  10-K for fiscal year ended December 31, 1996 and incorporated herein by  reference).                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                   |
| 10.17  |   | Supplemental  Agreement between Catalytica Advanced Technologies, Inc. and Microfluidics  International Corporation dated December 31, 1997. (filed as Exhibit 3.10(r)  to the Company’s 10-K for the fiscal year ended December 31, 1997, and  incorporated herein by reference)                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                   |
| 10.19  |   | 1988  Stock Plan as amended (filed as Exhibit 10(a) to the Company’s Form 10-Q for  the quarterly period ended March 31, 1997 and incorporated herein by  reference)                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                   |
| 10.20  |   | Asset  Purchase Agreement, dated as of June 19, 1998, by and among the Company,  Epworth Manufacturing Company and Morehouse-COWLES, Inc. (filed as Exhibit  2.1 to Schedule 13D of Bret A. Lewis, File No. 005-35850, and incorporated  herein by Reference).                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                   |
| 10.21  |   | Stockholders  Agreement, dated August 14, 1998, by and among the Company and J.B. Jennings  and Bret A. Lewis (filed as Exhibit 2.2 to Schedule 13D of Bret A. Lewis,  File No. 005-35850, and incorporated herein by reference).                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                   |
| 10.22  |   | $500,000  Subordinated Promissory Note issued by the Company to Epworth Manufacturing  Company (filed as Exhibit 99.2 to the Company’s Form 8-K on August 27, 1998,  File No. 000-11625, and incorporated herein by reference).                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                   |
| 10.23  |   | $300,000  Subordinated Promissory Note issued by the Company to Epworth Manufacturing  Company (filed as Exhibit 99.2 to the Company’s Form 8-K on August 27, 1998,  File No. 000-11625, and incorporated herein by reference).                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                   |
| 10.26  |   | Revolving  Credit and Term Loan Agreement among MFIC Corporation and National Bank of  Canada dated February 28, 2000. (Filed as Exhibit 10.26 to the Company’s  Annual Report on Form 10-K for fiscal year ended December 31, 2000, and  incorporated herein by reference.)                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                   |
| 10.27  |   | Revolving  Credit Note of the Company in favor of National Bank of Canada in the amount  of $4,000,000.00 dated February 28, 2000. (Filed as Exhibit 10.27 to the  Company’s Annual Report on Form 10-K for fiscal year ended December 31, 2000,  and incorporated herein by reference.)                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                   |
| 10.28  |   | Term  Note of the Company in favor of National Bank of Canada in the amount of  $475,000.00 dated                                                                                                                                                                                                                                      |

 

11

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|   |   | February  28, 2000. (Filed as Exhibit 10.28 to the Company’s Annual Report on Form 10-K  for fiscal year ended December 31, 2000, and incorporated herein by  reference.)                                                                                                                                                                                                                                                                                                                 |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.29  |   | Security  Agreement of the Company in favor of National Bank of Canada dated February  28, 2000. (Filed as Exhibit 10.29 to the Company’s Annual Report on Form 10-K  for fiscal year ended December 31, 2000, and incorporated herein by  reference.)                                                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.30  |   | Trademark  and Trademark Applications Security Agreement of the Company in favor of  National Bank of Canada, dated February 28, 2000. (Filed as Exhibit 10.30 to  the Company’s Annual Report on Form 10-K for fiscal year ended December 31,  2000, and incorporated herein by reference.)                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.31  |   | Patent  and Patent Applications Security Agreement of the Company in favor of  National Bank of Canada, dated February 28, 2000. (Filed as Exhibit 10.31 to  the Company’s Annual Report on Form 10-K for fiscal year ended December 31,  2000, and incorporated herein by reference.)                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.32  |   | Unlimited  Guaranty of Microfluidics Corporation in favor of National Bank of Canadadated February 28, 2000.  (Filed as Exhibit 10.32 to the Company’s Annual Report on Form 10-K for  fiscal year ended December 31, 2000, and incorporated herein by reference.)                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.33  |   | Stock  Pledge Agreement between the Company and National Bank of Canada datedFebruary 28, 2000. (Filed as  Exhibit 10.33 to the Company’s Annual Report on Form 10-K for fiscal year  ended December 31, 2000, and incorporated herein by reference.)                                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.34  |   | Subordination  Agreement among the Company, Lake Shore Industries, Inc. and National Bank of  Canada dated as of February 28, 2000. (Filed as Exhibit 10.34 to the  Company’s Annual Report on Form 10-K for fiscal year ended December 31, 2000,  and incorporated herein by reference.)                                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.35  |   | Subordinated  Promissory Note on the Company in favor of Lake Shore Industries, Inc. in the  amount of $300,000.00 dated February 28, 2000. (Filed as Exhibit 10.35 to the  Company’s Annual Report on Form 10-K for fiscal year ended December 31, 2000,  and incorporated herein by reference.)                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.37  |   | Settlement  Agreement, dated January 17, 2000 by and among the Company, Bret A. Lewis, J.  B. Jennings, Lake Shore Industries, Inc., and JLJ Properties, Inc., with  $300,000 Subordinated Promissory Note dated February 28, 2000, issued by the  Company to Lake Shore Industries, Inc. (FKA Epworth Manufacturing Company,  Inc). (Filed as Exhibit 10.37 to the Company’s Annual Report on Form 10-K for  fiscal year ended December 31, 2000, and incorporated herein by reference.) |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.38  |   | Letter,  dated December 31, 1999, from MFIC Corporation to Irwin J. Gruverman and  G&G Diagnostics Corp. (Filed as Exhibit 10.38 to the Company’s Annual  Report on Form 10-K for fiscal year ended December 31, 2000, and incorporated  herein by reference.)                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.39  |   | Letter,  dated December 31, 1999, from MFIC Corporation to Irwin J. Gruverman. (Filed  as Exhibit 10.39 to the Company’s Annual Report on Form 10-K for fiscal year  ended December 31, 2000, and incorporated herein by reference.)                                                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.40  |   | First  Amendment to Revolving Credit and Term Loan Agreement between the Company and  National Bank of Canada dated March 30, 2000. (Filed as Exhibit 10.40 to the  Company’s Annual Report on Form 10-K for fiscal year ended December 31, 2000,  and incorporated herein by reference.)                                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.41  |   | Lease  between ABB and Microfluidics dated April 14, 2000 for space at Lampertheim,  Germany. (Filed as Exhibit 10.41 to the Company’s Annual Report on Form 10-K  for fiscal year ended December 31, 2000, and incorporated herein by  reference.)                                                                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.42  |   | Security  Agreement between MFIC Corporation and J.M. Huber Corporation dated October  18, 2000. (Filed as Exhibit 10.42 to the Company’s Annual Report on Form 10-K  for fiscal year ended December 31, 2000, and incorporated herein by  reference.)                                                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.43  |   | Settlement  agreement between MFIC Corporation and J.M. Huber Corporation dated December  18, 2000.                                                                                                                                                                                                                                                                                                                                                                                            |

 

12

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|   |   | (Filed  as Exhibit 10.43 to the Company’s Annual Report on Form 10-K for fiscal year  ended December 31, 2000, and incorporated herein by reference.)                                                                                                                                                                                                                                                                                                                        |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.44  |   | Letter,  dated December 31, 2000, from MFIC Corporation to Irwin J. Gruverman and  G&G Diagnostics Corporation. (Filed as Exhibit 10.45 to the Company’s  Annual Report on Form 10-K for fiscal year ended December 31, 2000, and  incorporated herein by reference.)                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.45  |   | Letter,  dated December 31, 2000, from MFIC Corporation to Irwin J. Gruverman. (Filed  as Exhibit 10.46 to the Company’s Annual Report on Form 10-K for fiscal year  ended December 31, 2000, and incorporated herein by reference.)                                                                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.46  |   | Lease  for 30 Ossipee Road, Newton, Massachusetts dated October 19, 2001, between  Microfluidics International Corporation and King Real Estate Corp., Trustee  of 1238 Chestnut Street Trust under Declaration of Trust dated May 23, 1969,  recorded with Middlesex South Registry of Deeds in Book 11682, Page 384.  (Filed as Exhibit 10.47 to the Company’s Annual Report on Form 10-K for  fiscal year ended December 21, 2001, and incorporated herein by reference.) |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.47  |   | Consulting  agreement with Vincent Cortina dated January 2, 2002. (Filed as Exhibit 10.48  to the Company’s Annual Report on Form 10-K for fiscal year ended December  31, 2001, and incorporated herein by reference.)                                                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.48  |   | Letter  dated December 31, 2001 from MFIC Corporation to Irwin J. Gruverman. (Filed  as Exhibit 10.49 to the Company’s Annual Report on Form 10-K for fiscal year  ended December 31, 2001, and incorporated herein by reference.)                                                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.49  |   | Second  Amendment to Revolving Credit and Term Loan Agreement between the Company and  PNC Bank, N.A. dated March 29, 2002. (Filed as Exhibit 10.50 to the Company’s  Annual Report on Form 10-K for fiscal year ended December 31, 2001, and  incorporated herein by reference.)                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.50  |   | 1986  Employee Stock Purchase Plan as Amended (Filed as Exhibit 10.51 to the  Company’s Annual Report on Form 10-K for fiscal year ended December 31, 2001,  and incorporated herein by reference.)                                                                                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.51  |   | 1988  Stock Plan as Amended. (Filed as Exhibit 10.52 to the Company’s Annual Report  on Form 10-K for fiscal year ended December 31, 2001, and incorporated herein  by reference.)                                                                                                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.52  |   | Letter  dated December 31, 2002 from MFIC Corporation to Irwin J. Gruverman. (Filed  as Exhibit 10.53 to the Company’s Annual Report on Form 10-K for fiscal year  ended December 31, 2002, and incorporated herein by reference)                                                                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.53  |   | Third  Amendment to Revolving Credit and Term Loan Agreement between the Company and  PNC Bank N.A. dated February 19, 2003. (Filed as Exhibit 10.54 to the  Company’s Annual Report on Form 10-K for fiscal year ended December 31, 2002,  and incorporated herein by reference)                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.54  |   | Fourth  Amendment and Waiver to Revolving Credit and Term Loan Agreement between the  Company and PNC Bank, N.A. dated February 6, 2004 (Filed as Exhibit 10.54 to  the Company’s Form 10-K dated December 31, 2003, and incorporated herein by  reference).                                                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.55  |   | Asset  Purchase Agreement dated February 5, 2004, by and among MFIC Corporation and  Morehouse-COWLES, Inc. (Filed as Exhibit 2 to the Company’s Form 8K dated  February 13, 2004, and incorporated herein by reference.)                                                                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.56  |   | Revolving  Line of Credit Note in the amount of $1,000,000 in favor of Banknorth, N.A.  dated March 3, 2004 (Filed as Exhibit 10.56 to the Company’s Form 10-K dated  December 31, 2003, and incorporated herein by reference).                                                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.57  |   | Letter  dated December 31, 2003 from MFIC Corporation to Irwin Gruverman (Filed as  Exhibit 10.57 to the Company’s Form 10-K dated December 31, 2003, and  incorporated herein by reference).                                                                                                                                                                                                                                                                                |

 

13

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| 10.58  |   | Secured  Term Note in the amount of $1,000,000 in favor of Banknorth, N.A. dated March  3, 2004 (Filed as Exhibit 10.58 to the Company’s Form 10-K dated December 31,  2003, and incorporated herein by reference).                                                                              |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                  |
| 10.59  |   | Loan  and Security Agreement between Banknorth, N.A. and the Company dated March 3,  2004 (Filed as Exhibit 10.59 to the Company’s Form 10-K dated December 31,  2003, and incorporated herein by reference).                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                  |
| 10.60  |   | Trademark  Security Agreement of the Company in favor of Banknorth, N.A., dated March 3,  2004 (Filed as Exhibit 10.60 to the Company’s Form 10-K dated December 31,  2003, and incorporated herein by reference).                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                  |
| 10.61  |   | Patent  Security Agreement of the Company in favor of Banknorth, N.A., dated March 3,  2004 (Filed as Exhibit 10.61 to the Company’s Form 10-K dated December 31,  2003, and incorporated herein by reference).                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                  |
| 10.62  |   | Placement  Agency Agreement between the Company and Casimir Capital L.P. dated February  13, 2004 (Filed as Exhibit 10.62 to the Company’s Form 10-K dated December  31, 2003, and incorporated herein by reference).                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                  |
| 10.63  |   | First  Amendment to Placement Agency Agreement between the Company and Casimir  Capital L.P. dated March 12, 2004 (Filed as Exhibit 10.63 to the Company’s  Form 10-K dated December 31, 2004, and incorporated herein by reference).                                                            |
|   |   |                                                                                                                                                                                                                                                                                                  |
| 10.64  |   | Registration  Rights Agreement between the Company and Purchasers dated March 16, 2004  (Filed as Exhibit 10.64 to the Company’s Form 10-K dated December 31, 2003,  and incorporated herein by reference).                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                  |
| 10.65  |   | Lease  between ABB and MFIC Corporation dated April 1, 2004 for space at  Lampertheim, Germany (filed as Exhibit 10.65 to the Company’s Form 10-K dated  December 31, 2004 and incorporated by reference herein).                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                  |
| 10.66  |   | Letter  Agreement between Maxim Group LLC and MFIC Corporation dated November 17,  2004 to provide general financial advisory and investment banking services to  the Company (filed as Exhibit 10.66 to the Company’s Form 10-K dated December  31, 2004 and incorporated by reference herein). |
|   |   |                                                                                                                                                                                                                                                                                                  |
| 14.    |   | Code  of Ethics, as adopted by the Company (Filed as Exhibit 14 to the Company’s  Form 10-K dated December 31, 2003, and incorporated herein by reference.)                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                  |
| 21.    |   | Subsidiary  of the Company, Microfluidics Corporation, a Delaware corporation                                                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                  |
| *31.1  |   | Certification  of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act  of 2002.                                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                  |
| *31.2  |   | Certification  of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act  of 2002.                                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                  |
| *32.1  |   | Certification  of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                  |
| *32.2  |   | Certification  of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                  |

 

----

*Filed herewith

 

14

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**SIGNATURES**

 

Pursuantto the requirements of Section 13 or 15(d) of the Securities Exchange Act of1934, the Registrant has duly caused this report to be signed on its behalf bythe undersigned thereunto duly authorized, in the city of Newton, Commonwealthof Massachusetts, on the 29th day of April 2005.

 
|   | By:    | /s/  Irwin J. Gruverman  |   |
|--------|--------|--------------------------|--------|
|   |   | Irwin  J. Gruverman      |   |
|   |   | Chief  Executive Officer |   |

 

Pursuantto the requirements of the Securities and Exchange Act of 1934, this report hasbeen signed below by the following persons on behalf of the Registrant and inthe capacities and on the dates indicated.

 
| **Signature**          | ** ** | **Title**                                                                        | ** ** | **Date**       |
|------------------------|------------|----------------------------------------------------------------------------------|------------|----------------|
|                   |       |                                                                             |       |           |
| /s/ Irwin J. Gruverman |       | Chief Executive Officer                                                          |       | April 29, 2005 |
| Irwin J. Gruverman     |       | (Principal Executive Officer), Chairman of the Board of Directors and  Secretary |       |           |
|                   |       |                                                                             |       |           |
| /s/ Dennis P. Riordan  |       | Controller                                                                       |       | April 29, 2005 |
| Dennis P. Riordan      |       | (Principal Financial and Accounting Officer)                                     |       |           |
|                   |       |                                                                             |       |           |
| /s/ James N. Little    |       | Director                                                                         |       | April 29, 2005 |
| James N. Little        |       |                                                                             |       |           |
|                   |       |                                                                             |       |           |
| /s/ Vincent Cortina    |       | Director                                                                         |       | April 29, 2005 |
| Vincent Cortina        |       |                                                                             |       |           |
|                   |       |                                                                             |       |           |
|                   |       | Director                                                                         |       | April 29, 2005 |
| Leo Pierre Roy         |       |                                                                             |       |           |
|                   |       |                                                                             |       |           |
|                   |       | Director                                                                         |       | April 29, 2005 |
| Edward T. Paslawski    |       |                                                                             |       |           |

 

15

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Exhibit Index

 
| **Exhibit   Number** | ** ** | **Description  of Exhibit**                                                                                                                                                                                                                                                                                                                                                                                                                                |
|----------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 3(a)                 |       | Certificate  of Incorporation for the Company, as amended (filed as Exhibit 2A to  Registration Statement No. 0-11625 on Form 8-A and as Exhibit 3.1(a) to the  Company’s Report on Form 10-Q for the quarterly period ended September 30,  1999 and incorporated herein by reference).                                                                                                                                                               |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 3(b)                 |       | Amended and  Restated By-Laws for the Company (filed as Exhibit 3.3(b) to the Company’s  Annual Report on Form 10-K for the fiscal year ended December 31, 1996 and  incorporated herein by reference).                                                                                                                                                                                                                                               |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.2                  |       | Form of  Warrant issued to placement agent under the Placement Agent Agreement  attached as Exhibit 10.62                                                                                                                                                                                                                                                                                                                                                  |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.3                  |       | Form of  Warrant issued to investors in the private placement described in the  Placement Agency Agreement attached as Exhibit 10.62                                                                                                                                                                                                                                                                                                                       |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.1                 |       | 1987 Stock  Plan (filed as Exhibit 10(g) to the Company’s Annual Report on Form 10-K for  the fiscal year ended December 31, 1987 and incorporated herein by  reference).                                                                                                                                                                                                                                                                        |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.2                 |       | 1988 Stock  Plan (filed as Exhibit 10(g) to the Company’s Annual Report on Form 10-K for  the fiscal year ended December 31, 1988 and incorporated herein by  reference).                                                                                                                                                                                                                                                                             |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.3                 |       | 1989  Non-Employee Directors Stock Option Plan (filed as Exhibit 10.1 to the  Company’s registration statement on Form S-8 filed October 22, 1996 and  incorporated herein by reference).                                                                                                                                                                                                                                                             |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.4                 |       | Lease for 30  Ossipee Road, Newton, Massachusetts dated May 23, 1997 between Microfluidics  International Corporation and J. Frank Gerrity, Trustee of 1238 Chestnut  Street Trust under Declaration of Trust dated May 23, 1969, recorded with  Middlesex South Registry of Deeds in Book 11682, Page 384 (filed as Exhibit  3.10(a) to the Company’s form 10-Q for the quarterly period ended June 30,  1997 and incorporated herein by reference). |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.5                 |       | Letter of  Understanding between Microfluidics International Corporation and Worcester  Polytechnic Institute dated as of April 3, 1992 (filed as  Exhibit 3.10(f) to the Company’s Form 10-K for the fiscal year  ended December 31, 1993 and incorporated herein by reference).                                                                                                                                                 |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.6                 |       | Agreement  between Microfluidics International Corporation and Catalytica, Inc. dated as  of October 18, 1993 (filed as Exhibit 3.10(g) to the Company’s  Form 10-K for the fiscal year ended December 31, 1993 and  incorporated herein by reference) with amendments dated September 1, 1994 and  March 31, 1995.                                                                                                               |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.7                 |       | Amendment to  agreement dated September 1, 1994 between Microfluidics International  Corporation and Catalytica, Inc. dated as of October 18, 1993 (filed as  Exhibit 3.10(g) to the Company’s Form 10-K for the fiscal year ended December  31, 1993, and incorporated herein by reference).                                                                                                                                                         |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.8                 |       | Amendment to agreement  dated March 31, 1995 between Microfluidics International Corporation and  Catalytica, Inc. dated as of October 18, 1993 (filed as Exhibit 3.10(g) to  the Company’s Form 10-K for the fiscal year ended December 31, 1993, and  incorporated herein by reference)                                                                                                                                                             |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.9                 |       | License  Agreement among Microfluidics International Corporation, Worcester  Polytechnic Institute and Catalytica, Inc. dated as of October 18, 1993  (filed as Exhibit 3.10(h) to the Company’s Form 10-K for the fiscal  year ended December 31, 1993 and incorporated herein by reference).                                                                                                                                    |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.10                |       | Amendment  to agreement dated September 1, 1994 between Microfluidics International  Corporation and Catalytica, Inc. dated as of October 18, 1993 (filed as  Exhibit 3.10(g) to the Company’s Form 10-K for the fiscal year ended December  31, 1993, and incorporated herein by reference).                                                                                                                                                         |

 

16

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| 10.11  |   | Letter,  dated August 15, 1995, from Microfluidics International Corporation to  Michael T. Rumley. (filed as Exhibit 3.10(j) to the Company’s Form 10-K  for fiscal year ended December 31, 1995 and incorporated herein by  reference).                                                                               |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                   |
| 10.12  |   | Letter,  dated December 31, 1995 from Microfluidics International Corporation to Irwin  J. Gruverman. (filed as Exhibit 3.10(k) to the Company’s Form 10-K for fiscal  year ended December 31, 1996 and incorporated herein by reference).                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                   |
| 10.13  |   | Warrant  for the Purchase of Shares of Common Stock, dated July 14, 1993, in favor of  Ladenburg, Thalmann & Co. Inc. (filed as Exhibit 3.10(l) to the Company’s  Form 10-K or fiscal year ended December 31, 1996 and incorporated herein by  reference).                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                   |
| 10.14  |   | Letter,  dated December 31, 1996, from Microfluidics International Corporation to  Irwin J. Gruverman. (filed as Exhibit 3.10(o) to the Company’s Form 10-K  for fiscal year ended December 31, 1996 and incorporated herein by  reference).                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                   |
| 10.15  |   | Agreement  between Microfluidics International Corporation and Catalytica, Inc. dated  January 1, 1995 regarding participation in and management of the Advanced  Technology Program (ATP). (filed as Exhibit 3.10(p) to the Company’s Form  10-K for fiscal year ended December 31, 1996 and incorporated herein by  reference). |
|   |   |                                                                                                                                                                                                                                                                                                                                   |
| 10.16  |   | Consulting  Agreement with James Little. (filed as Exhibit 3.10(q) to the Company’s Form  10-K for fiscal year ended December 31, 1996 and incorporated herein by  reference).                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                   |
| 10.17  |   | Supplemental  Agreement between Catalytica Advanced Technologies, Inc. and Microfluidics  International Corporation dated December 31, 1997. (filed as Exhibit 3.10(r)  to the Company’s 10-K for the fiscal year ended December 31, 1997, and  incorporated herein by reference)                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                   |
| 10.19  |   | 1988  Stock Plan as amended (filed as Exhibit 10(a) to the Company’s Form 10-Q for  the quarterly period ended March 31, 1997 and incorporated herein by  reference)                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                   |
| 10.20  |   | Asset  Purchase Agreement, dated as of June 19, 1998, by and among the Company,  Epworth Manufacturing Company and Morehouse-COWLES, Inc. (filed as Exhibit  2.1 to Schedule 13D of Bret A. Lewis, File No. 005-35850, and incorporated  herein by Reference).                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                   |
| 10.21  |   | Stockholders  Agreement, dated August 14, 1998, by and among the Company and J.B. Jennings  and Bret A. Lewis (filed as Exhibit 2.2 to Schedule 13D of Bret A. Lewis,  File No. 005-35850, and incorporated herein by reference).                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                   |
| 10.22  |   | $500,000  Subordinated Promissory Note issued by the Company to Epworth Manufacturing  Company (filed as Exhibit 99.2 to the Company’s Form 8-K on August 27, 1998,  File No. 000-11625, and incorporated herein by reference).                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                   |
| 10.23  |   | $300,000  Subordinated Promissory Note issued by the Company to Epworth Manufacturing  Company (filed as Exhibit 99.2 to the Company’s Form 8-K on August 27, 1998,  File No. 000-11625, and incorporated herein by reference).                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                   |
| 10.26  |   | Revolving  Credit and Term Loan Agreement among MFIC Corporation and National Bank of  Canada dated February 28, 2000. (Filed as Exhibit 10.26 to the Company’s  Annual Report on Form 10-K for fiscal year ended December 31, 2000, and  incorporated herein by reference.)                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                   |
| 10.27  |   | Revolving  Credit Note of the Company in favor of National Bank of Canada in the amount  of $4,000,000.00 dated February 28, 2000. (Filed as Exhibit 10.27 to the  Company’s Annual Report on Form 10-K for fiscal year ended December 31, 2000,  and incorporated herein by reference.)                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                   |
| 10.28  |   | Term  Note of the Company in favor of National Bank of Canada in the amount of  $475,000.00 dated February 28, 2000. (Filed as Exhibit 10.28 to the Company’s  Annual Report on Form 10-K for fiscal year ended December 31, 2000, and  incorporated herein by reference.)                                                        |

 

17

----

 
| 10.29  |   | Security  Agreement of the Company in favor of National Bank of Canada dated February  28, 2000. (Filed as Exhibit 10.29 to the Company’s Annual Report on Form 10-K  for fiscal year ended December 31, 2000, and incorporated herein by  reference.)                                                                                                                                                                                                                                    |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.30  |   | Trademark  and Trademark Applications Security Agreement of the Company in favor of  National Bank of Canada, dated February 28, 2000. (Filed as Exhibit 10.30 to  the Company’s Annual Report on Form 10-K for fiscal year ended December 31,  2000, and incorporated herein by reference.)                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.31  |   | Patent  and Patent Applications Security Agreement of the Company in favor of  National Bank of Canada, dated February 28, 2000. (Filed as Exhibit 10.31 to  the Company’s Annual Report on Form 10-K for fiscal year ended December 31,  2000, and incorporated herein by reference.)                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.32  |   | Unlimited  Guaranty of Microfluidics Corporation in favor of National Bank of Canadadated February 28, 2000.  (Filed as Exhibit 10.32 to the Company’s Annual Report on Form 10-K for  fiscal year ended December 31, 2000, and incorporated herein by reference.)                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.33  |   | Stock  Pledge Agreement between the Company and National Bank of Canada datedFebruary 28, 2000. (Filed as  Exhibit 10.33 to the Company’s Annual Report on Form 10-K for fiscal year  ended December 31, 2000, and incorporated herein by reference.)                                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.34  |   | Subordination  Agreement among the Company, Lake Shore Industries, Inc. and National Bank of  Canada dated as of February 28, 2000. (Filed as Exhibit 10.34 to the  Company’s Annual Report on Form 10-K for fiscal year ended December 31, 2000,  and incorporated herein by reference.)                                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.35  |   | Subordinated  Promissory Note on the Company in favor of Lake Shore Industries, Inc. in the  amount of $300,000.00 dated February 28, 2000. (Filed as Exhibit 10.35 to the  Company’s Annual Report on Form 10-K for fiscal year ended December 31, 2000,  and incorporated herein by reference.)                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.37  |   | Settlement  Agreement, dated January 17, 2000 by and among the Company, Bret A. Lewis, J.  B. Jennings, Lake Shore Industries, Inc., and JLJ Properties, Inc., with  $300,000 Subordinated Promissory Note dated February 28, 2000, issued by the  Company to Lake Shore Industries, Inc. (FKA Epworth Manufacturing Company,  Inc). (Filed as Exhibit 10.37 to the Company’s Annual Report on Form 10-K for  fiscal year ended December 31, 2000, and incorporated herein by reference.) |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.38  |   | Letter,  dated December 31, 1999, from MFIC Corporation to Irwin J. Gruverman and  G&G Diagnostics Corp. (Filed as Exhibit 10.38 to the Company’s Annual  Report on Form 10-K for fiscal year ended December 31, 2000, and incorporated  herein by reference.)                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.39  |   | Letter,  dated December 31, 1999, from MFIC Corporation to Irwin J. Gruverman. (Filed  as Exhibit 10.39 to the Company’s Annual Report on Form 10-K for fiscal year  ended December 31, 2000, and incorporated herein by reference.)                                                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.40  |   | First  Amendment to Revolving Credit and Term Loan Agreement between the Company and  National Bank of Canada dated March 30, 2000. (Filed as Exhibit 10.40 to the  Company’s Annual Report on Form 10-K for fiscal year ended December 31, 2000,  and incorporated herein by reference.)                                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.41  |   | Lease  between ABB and Microfluidics dated April 14, 2000 for space at Lampertheim,  Germany. (Filed as Exhibit 10.41 to the Company’s Annual Report on Form 10-K  for fiscal year ended December 31, 2000, and incorporated herein by reference.)                                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.42  |   | Security  Agreement between MFIC Corporation and J.M. Huber Corporation dated October  18, 2000. (Filed as Exhibit 10.42 to the Company’s Annual Report on Form 10-K  for fiscal year ended December 31, 2000, and incorporated herein by reference.)                                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.43  |   | Settlement  agreement between MFIC Corporation and J.M. Huber Corporation dated December  18, 2000. (Filed as Exhibit 10.43 to the Company’s Annual Report on Form 10-K  for fiscal year ended December 31, 2000, and incorporated herein by reference.)                                                                                                                                                                                                                                  |

 

18

----

 
| 10.44  |   | Letter,  dated December 31, 2000, from MFIC Corporation to Irwin J. Gruverman and  G&G Diagnostics Corporation. (Filed as Exhibit 10.45 to the Company’s  Annual Report on Form 10-K for fiscal year ended December 31, 2000, and  incorporated herein by reference.)                                                                                                                                                                                                    |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.45  |   | Letter,  dated December 31, 2000, from MFIC Corporation to Irwin J. Gruverman. (Filed  as Exhibit 10.46 to the Company’s Annual Report on Form 10-K for fiscal year  ended December 31, 2000, and incorporated herein by reference.)                                                                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.46  |   | Lease  for 30 Ossipee Road, Newton, Massachusetts dated October 19, 2001, between  Microfluidics International Corporation and King Real Estate Corp., Trustee  of 1238 Chestnut Street Trust under Declaration of Trust dated May 23, 1969,  recorded with Middlesex South Registry of Deeds in Book 11682, Page 384.  (Filed as Exhibit 10.47 to the Company’s Annual Report on Form 10-K for  fiscal year ended December 21, 2001, and incorporated herein by reference.) |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.47  |   | Consulting  agreement with Vincent Cortina dated January 2, 2002. (Filed as Exhibit 10.48  to the Company’s Annual Report on Form 10-K for fiscal year ended December  31, 2001, and incorporated herein by reference.)                                                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.48  |   | Letter  dated December 31, 2001 from MFIC Corporation to Irwin J. Gruverman. (Filed  as Exhibit 10.49 to the Company’s Annual Report on Form 10-K for fiscal year  ended December 31, 2001, and incorporated herein by reference.)                                                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.49  |   | Second  Amendment to Revolving Credit and Term Loan Agreement between the Company and  PNC Bank, N.A. dated March 29, 2002. (Filed as Exhibit 10.50 to the Company’s  Annual Report on Form 10-K for fiscal year ended December 31, 2001, and  incorporated herein by reference.)                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.50  |   | 1986  Employee Stock Purchase Plan as Amended (Filed as Exhibit 10.51 to the  Company’s Annual Report on Form 10-K for fiscal year ended December 31, 2001,  and incorporated herein by reference.)                                                                                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.51  |   | 1988  Stock Plan as Amended. (Filed as Exhibit 10.52 to the Company’s Annual Report  on Form 10-K for fiscal year ended December 31, 2001, and incorporated herein  by reference.)                                                                                                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.52  |   | Letter  dated December 31, 2002 from MFIC Corporation to Irwin J. Gruverman. (Filed  as Exhibit 10.53 to the Company’s Annual Report on Form 10-K for fiscal year  ended December 31, 2002, and incorporated herein by reference)                                                                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.53  |   | Third  Amendment to Revolving Credit and Term Loan Agreement between the Company and  PNC Bank N.A. dated February 19, 2003. (Filed as Exhibit 10.54 to the  Company’s Annual Report on Form 10-K for fiscal year ended December 31, 2002,  and incorporated herein by reference)                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.54  |   | Fourth  Amendment and Waiver to Revolving Credit and Term Loan Agreement between the  Company and PNC Bank, N.A. dated February 6, 2004 (Filed as Exhibit 10.54 to  the Company’s Form 10-K dated December 31, 2003, and incorporated herein by  reference).                                                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.55  |   | Asset  Purchase Agreement dated February 5, 2004, by and among MFIC Corporation and  Morehouse-COWLES, Inc. (Filed as Exhibit 2 to the Company’s Form 8K dated  February 13, 2004, and incorporated herein by reference.)                                                                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.56  |   | Revolving  Line of Credit Note in the amount of $1,000,000 in favor of Banknorth, N.A.  dated March 3, 2004 (Filed as Exhibit 10.56 to the Company’s Form 10-K dated  December 31, 2003, and incorporated herein by reference).                                                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.57  |   | Letter  dated December 31, 2003 from MFIC Corporation to Irwin Gruverman (Filed as  Exhibit 10.57 to the Company’s Form 10-K dated December 31, 2003, and  incorporated herein by reference).                                                                                                                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.58  |   | Secured  Term Note in the amount of $1,000,000 in favor of Banknorth, N.A. dated March  3, 2004 (Filed as Exhibit 10.58 to the Company’s Form 10-K dated December 31,  2003, and incorporated herein by reference).                                                                                                                                                                                                                                                          |

 

19

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|   |   |                                                                                                                                                                                                                                                                                                  |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.59  |   | Loan  and Security Agreement between Banknorth, N.A. and the Company dated March 3,  2004 (Filed as Exhibit 10.59 to the Company’s Form 10-K dated December 31,  2003, and incorporated herein by reference).                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                  |
| 10.60  |   | Trademark  Security Agreement of the Company in favor of Banknorth, N.A., dated March 3,  2004 (Filed as Exhibit 10.60 to the Company’s Form 10-K dated December 31,  2003, and incorporated herein by reference).                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                  |
| 10.61  |   | Patent  Security Agreement of the Company in favor of Banknorth, N.A., dated March 3,  2004 (Filed as Exhibit 10.61 to the Company’s Form 10-K dated December 31,  2003, and incorporated herein by reference).                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                  |
| 10.62  |   | Placement  Agency Agreement between the Company and Casimir Capital L.P. dated February  13, 2004 (Filed as Exhibit 10.62 to the Company’s Form 10-K dated December  31, 2003, and incorporated herein by reference).                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                  |
| 10.63  |   | First  Amendment to Placement Agency Agreement between the Company and Casimir  Capital L.P. dated March 12, 2004 (Filed as Exhibit 10.63 to the Company’s  Form 10-K dated December 31, 2004, and incorporated herein by reference).                                                            |
|   |   |                                                                                                                                                                                                                                                                                                  |
| 10.64  |   | Registration  Rights Agreement between the Company and Purchasers dated March 16, 2004  (Filed as Exhibit 10.64 to the Company’s Form 10-K dated December 31, 2003,  and incorporated herein by reference).                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                  |
| 10.65  |   | Lease  between ABB and MFIC Corporation dated April 1, 2004 for space at  Lampertheim, Germany (filed as Exhibit 10.65 to the Company’s Form 10-K dated  December 31, 2004 and incorporated by reference herein).                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                  |
| 10.66  |   | Letter  Agreement between Maxim Group LLC and MFIC Corporation dated November 17,  2004 to provide general financial advisory and investment banking services to  the Company (filed as Exhibit 10.66 to the Company’s Form 10-K dated December  31, 2004 and incorporated by reference herein). |
|   |   |                                                                                                                                                                                                                                                                                                  |
| 14.    |   | Code  of Ethics, as adopted by the Company (Filed as Exhibit 14 to the Company’s  Form 10-K dated December 31, 2003, and incorporated herein by reference.)                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                  |
| 21.    |   | Subsidiary  of the Company, Microfluidics Corporation, a Delaware corporation                                                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                  |
| *31.1  |   | Certification  of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act  of 2002.                                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                  |
| *31.2  |   | Certification  of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act  of 2002.                                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                  |
| *32.1  |   | Certification  of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                  |
| *32.2  |   | Certification  of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                  |

 

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*Filed herewith

 

20

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