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<SEC-DOCUMENT>0001144204-05-028848.txt : 20050914
<SEC-HEADER>0001144204-05-028848.hdr.sgml : 20050914
<ACCEPTANCE-DATETIME>20050914172022
ACCESSION NUMBER:		0001144204-05-028848
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20050913
ITEM INFORMATION:		Results of Operations and Financial Condition
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20050914
DATE AS OF CHANGE:		20050914

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			R F INDUSTRIES LTD
		CENTRAL INDEX KEY:			0000740664
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRONIC CONNECTORS [3678]
		IRS NUMBER:				880168936
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			1031

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-13301
		FILM NUMBER:		051085088

	BUSINESS ADDRESS:	
		STREET 1:		7610 MIRAMAR RD
		STREET 2:		BLDG 6000
		CITY:			SAN DIEGO
		STATE:			CA
		ZIP:			92126-2313
		BUSINESS PHONE:		8585496340

	MAIL ADDRESS:	
		STREET 1:		7620 MIRAMAR RD #4100
		STREET 2:		7620 MIRAMAR RD #4100
		CITY:			SAN DIEGO
		STATE:			CA
		ZIP:			92126-4202

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CELLTRONICS INC
		DATE OF NAME CHANGE:	19910204
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>v025659_8k.txt
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K
                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15 (d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


      Date Of Report: (Date of earliest event reported) September 13, 2005


                               RF INDUSTRIES, LTD.
                 (Name of small business issuer in its charter)


           Nevada                       0-13301                  88-0168936
(State or Other Jurisdiction    (Commission File Number)      (I.R.S. Employer
      of Incorporation)                                      Identification No.)



                         7610 Miramar Road, Bldg. 6000,
                        San Diego, California 92126-4202
                    (Address of Principal Executive Offices)

                                 (858) 549-6340
                         (Registrant's Telephone Number)


                    ---------------------------------------


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))

<PAGE>

Item 2.02 Results of Operations and Financial Condition

      On September 14, 2005, the Registrant issued a press release announcing
its financial results for the second quarter ended July 31, 2005. A copy of the
press release is attached to this Form 8-K as Exhibit 99.1 and is incorporated
herein by reference.

      The information in Item 2.02 of this Form 8-K is being furnished and shall
not be deemed "filed" for the purposes of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that Section.

Item 9.01 Other Events.

      On September 13, 2005 the Registrant issued a press release announcing the
acquisition of Worswick Industries. A copy of the press release is attached to
this Form 8-K as Exhibit 99.1 and is incorporated herein by reference.


Item 9.01 Financial Statements and Exhibits.


      (c) Exhibits.

 Exhibit No.  Description
- -----------   -----------

   99.1       Press Release dated September 14, 2005 announcing to the financial
              results for the fiscal quarter ended July 31, 2005.

   99.2       Press Release dated September 13, 2005 announcing to acquisition
              of Worswick Industries.


                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

September 14, 2005



                                      By: /s/ Howard Hill
                                          --------------------------------------
                                          Howard Hill
                                          President, Chief Executive Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>v025659_991.txt
<TEXT>
                                                                    Exhibit 99.1


RF INDUSTRIES, LTD.                                        For Immediate Release
                                                           ---------------------
RF Connectors/Aviel/Neulink/Bioconnect
- --------------------------------------

Investor Contact:                                               Company Contact:
Neil Berkman Associates                                         Howard F. Hill
(310) 277 - 5162                                                President/CEO
info@berkmanassociates.com                                      (858) 549-6340
- --------------------------



                 RF Industries' Third Quarter Sales Increase 20%


      SAN DIEGO, CA., -- September 14, 2005 -- RF INDUSTRIES, LTD.,
(NASDAQ:RFIL) announced today that net sales for the three months ended July 31,
2005 increased 20% to $3,277,000, compared to net sales of $2,727,000 in the
same quarter last year. Net income was $194,000, or $0.05 per diluted share,
compared to $266,000, or $0.07 per diluted share, in the same period last year.

      For the nine months ended July 31, 2005, net sales increased 22% to
$9,773,000, compared to net sales of $7,998,000 in the same period in fiscal
2004. Net income was $564,000, or $0.15 per diluted share, compared to net
income of $851,000, or $0.23 per diluted share in the same period last year.

      Howard Hill, president and CEO of RF Industries, said, "Nine month sales
increased in double digits at RFI's Connector, Bioconnect and Neulink
operations. Sales at Aviel continue on track and are meeting expectations.
Although RFI's margins have been impacted by competitive factors and increases
in materials and labor expenses at the RF Connector Division, which accounted
for 83% of total Company sales, profitability has been significantly affected by
expenses of over $70,000 in the quarter and over $400,000 in the nine months to
date for compliance with the Sarbanes-Oxley (SOX) act. SOX expenses are expected
to decline in future periods."

      Hill noted that RF Industries recently acquired the assets of Worswick
Industries, a privately held San Diego California-based manufacturer and
supplier of custom and standard computer cabling and wire harness assemblies
with sales of over $350,000 in its most recent fiscal year. "We believe this
acquisition will complement and strengthen RFI's cable and coaxial cable
business and provide for increased cross marketing opportunities of our broad
line of connector and cable products to distributors, industrial, military,
aerospace and government customers," said Hill.

      At July 31, 2005, RFI reported cash and cash equivalents of $5,159,000,
working capital of $10,446,000, an 18 to 1 current ratio, no long-term debt and
stockholders' equity of $11,175,000, or $3.65 per outstanding share.

      RFI's RF Connectors division designs and distributes radio frequency (RF)
coaxial connectors and cable assemblies used for Wi-Fi, PCS, radio, test
instruments, computer networks and antenna devices. Aviel Electronics provides
custom microwave, and RF Connector solutions to aerospace, OEM and Government
agencies. Neulink designs and markets wireless digital data transmission
products for industrial monitoring, wide area networks, GPS tracking and
locations systems. RFI's Bioconnect operation designs, manufactures and
distributes specialized electrical cabling and interconnect products to the
medical monitoring market.

The statements contained in this release which are not historical facts may be
deemed to contain forward-looking statements with respect to events, the
occurrence of which involve risks and uncertainties, including, without
limitation, uncertainties detailed in the Company's Securities and Exchange
Commission filings.



 7610 Miramar Road, San Diego, CA 92126-4202 * (858) 549-6340 * (800) 233-1728
                               FAX (858) 549-6345
          E-mail: rfi@rfindustries.com * Internet: www.rfindustries.com


                                    * * * * *
<PAGE>

                               RF INDUSTRIES, LTD.
                         CONDENSED STATEMENTS OF INCOME
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                            Three Months Ended                    Nine Months Ended
                                                                July 31,                             July 31,
                                                    -----------------------------------   ----------------------------------
                                                          2005              2004               2005              2004
                                                    -----------------  ----------------   ----------------  ----------------
<S>                                                     <C>               <C>                <C>               <C>
Net sales                                           $     3,276,581    $    2,727,386     $    9,722,605    $    7,998,176
Cost of sales                                             1,723,522         1,377,367          5,108,306         3,977,895
                                                    -----------------  ----------------   ----------------  ----------------
     Gross profit                                         1,553,059         1,350,019          4,614,299         4,020,281

Operating expenses:
  Engineering                                               131,214           120,556            420,282           337,590
  Selling and general                                     1,110,674           794,953          3,294,831         2,280,667
                                                    -----------------  ----------------   ----------------  ----------------
     Total expenses                                       1,241,888           915,509          3,715,113         2,618,257
                                                    -----------------  ----------------   ----------------  ----------------
Operating income                                            311,171           434,510            899,186         1,402,024

Other income - interest                                      18,462             2,606             56,798             9,413
                                                    -----------------  ----------------   ----------------  ----------------
Income before provision for income taxes                    329,633           437,116            955,984         1,411,437

Provision for income taxes                                  135,290           171,000            392,040           560,000
                                                    -----------------  ----------------   ----------------  ----------------


Net income                                                  194,343    $      266,116     $      563,944    $      851,437
                                                    =================  ================   ================  ================
Earnings per share:
  Basic                                             $          0.06    $         0.09     $         0.19    $         0.30
                                                    =================  ================   ================  ================
  Diluted                                           $          0.05    $         0.07     $         0.15    $         0.23
                                                    =================  ================   ================  ================

Weighted average shares outstanding                       3,062,396         2,970,714           3,039,243        2,881,118
                                                    =================  ================   ================  ================
  Basic
  Diluted                                                 3,782,733         3,779,692           3,804,324        3,655,984
                                                    =================  ================   ================  ================
</TABLE>

<PAGE>



                               RF INDUSTRIES, LTD.
                            CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                      July 31,             October 31,
                                                                        2005                  2004
                                                                   -------------         -------------
                                       ASSETS                        (Unaudited)
Current Assets
<S>                                                                <C>                   <C>
  Cash and cash equivalents                                        $   5,159,163         $   4,497,322
  Trade accounts receivable, net                                       1,453,075             1,516,035
  Notes receivable                                                         2,500                12,000
  Inventories                                                          4,072,368             3,789,958
  Other current assets                                                   273,219               303,138
  Deferred tax assets                                                    141,000               141,000
                                                                   -------------         -------------
     Total Current Assets                                             11,101,325            10,259,453
                                                                   -------------         -------------

Property and Equipment, net                                              472,914               563,040
Goodwill                                                                 137,328               137,328
Notes receivable from related parties                                     26,730                26,730
Note receivable from stockholder                                          70,000                70,000
Other assets                                                              22,091                14,171
                                                                   -------------         -------------
     TOTAL ASSETS                                                  $  11,830,388         $  11,070,722
                                                                   =============         =============
LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Accounts payable                                                 $     239,684         $     209,956
  Accrued expenses                                                       362,235               353,100
                                                                   -------------         -------------
     Total current liabilities                                           601,919               563,056

Deferred tax liabilities                                                  53,000                53,000
                                                                   -------------         -------------
     Total Liabilities                                                   654,919               616,056

Commitments and Contingencies

Stockholders' Equity:
  Common stock - authorized 10,000,000 shares of $0.01 par
     value; 3,072,309 and 2,996,937 shares issued and outstanding         30,723                29,970
  Additional paid-in capital                                           3,722,866             3,566,760
  Retained earnings                                                    7,421,880             6,857,936
                                                                   -------------         -------------
     Total Stockholders' Equity                                       11,175,469            10,454,666
                                                                   -------------         -------------
     Total Liabilities and Stockholders' Equity                    $  11,830,388         $  11,070,722
                                                                   =============         =============
</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>3
<FILENAME>v025659_992.txt
<TEXT>
                                                                    Exhibit 99.2


RF INDUSTRIES, LTD.                                        For Immediate Release
                                                           ---------------------
RF Connectors/Aviel/Neulink/Bioconnect
- --------------------------------------

Investor Contact:                                         Company Contact:
Neil Berkman Associates                                   Howard Hill, President
(310) 277 - 5162                                          (858) 549-6340
info@berkmanassociates.com                                rfi@rfindustries.com
- --------------------------                                --------------------

                   RF Industries Acquires Worswick Industries


      SAN DIEGO, CALIFORNIA, September 13, 2005 . . . RF INDUSTRIES, LTD.,
(NASDAQ:RFIL) today announced that it acquired on September 1, 2005, for cash
and equity consideration, the assets of Worswick Industries, Inc., a privately
held San Diego, California-based manufacturer and supplier of custom and
standard computer cabling and wire harness assemblies. Terms of the acquisition
were not disclosed.

      "Worswick has a 23 year history supplying standard and custom cabling
products to OEM, wholesale and retail markets. We believe this acquisition will
complement and strengthen RFI's cable and coaxial cable business and provide for
increased cross marketing opportunities of our broad line of connector and cable
products to distributors, industrial, military, aerospace and government
customers," said Howard Hill, president of RF Industires.

      "The acquisition of Worswick by RF Industries increases the customer base
and sales potential of Worswick. RF Industries' existing connector and cable
product customers provide a significant opportunity for enhancing the sales and
distribution of Worswick's standard and custom cable and wire harness products,"
said Jesse Fuller, Director of Worswick Industries.

About Worswick Industries

      San Diego-based Worswick Industries employs four people and was profitable
on sales of over $350,000 for its most recent fiscal year. In quantities of one
or a thousand, Worswick sells cables and adapters for computer accessories and
peripheral devices, including SVGA, DVI, SCSI, USB, KVM auto-switch boxes,
serial, parallel, network coaxial, Fire-wire and other connectivity related
applications. Worswick's OEM department specializes in custom wire harnesses and
cables at any quantity or length.

About RF Industries

      RFI's RF Connectors division designs and distributes radio frequency (RF)
coaxial connectors and cable assemblies used for Wi-Fi, PCS, radio, test
instruments, computer networks and antenna devices. Aviel Electronics provides
custom microwave, and RF Connector solutions to aerospace, OEM and Government
agencies. Neulink designs and markets wireless digital data transmission
products for industrial monitoring, wide area networks, GPS tracking and
locations systems. RFI's Bioconnect operation designs, manufactures and
distributes specialized electrical cabling and interconnect products to the
medical monitoring market.

The statements contained in this release which are not historical facts may be
deemed to contain forward-looking statements with respect to events, the
occurrence of which involve risks and uncertainties, including, without
limitation, uncertainties detailed in the Company's Securities and Exchange
Commission filings.


 7610 Miramar Road, San Diego, CA 92126-4202 * (858) 549-6340 * (800) 233-1728
                               FAX (858) 549-6345
          E-mail: rfi@rfindustries.com * Internet: www.rfindustries.com


                                    * * * * *
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
