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<SEC-DOCUMENT>0001144204-05-030728.txt : 20051004
<SEC-HEADER>0001144204-05-030728.hdr.sgml : 20051004
<ACCEPTANCE-DATETIME>20051004133439
ACCESSION NUMBER:		0001144204-05-030728
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20050928
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20051004
DATE AS OF CHANGE:		20051004

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:		051120641

	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>v026708_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 28, 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 1.01 Entry into a Material Definitive Agreement

On September 28, 2005, RF Industries, Ltd. (the "Registrant") agreed to
repurchase from Howard Hill, the Registrant's President and Chief Executive
Officer, stock options granting Mr. Hill the right to purchase 100,000 shares of
Registrant's common stock. The options, which were granted to Mr. Hill on June
1, 1994, had an exercise price of $0.10 per share. Registrant agreed to
repurchase the 100,000 stock options for a price of $5.61 per share, which price
is equal to the average closing price of Registrant's shares during the 30
trading days ending on September 28, 2005. The net cost to the company was $5.51
per share. Registrant completed the repurchase of the options on September 30,
2005.


Item 9.01         Financial Statements and Exhibits.


      (c)   Exhibits.

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

99.1        Press Release dated October 3, 2005 announcing to the repurchase of
            100,000 stock options from Mr. Hill.


                                   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.

October 3, 2005



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



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>v026708_ex99-1.txt
<TEXT>
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 Repurchases, Retires 100,000 Options to
                             Purchase Common Shares


          SAN DIEGO, CA, October 3, 2005 . . . RF INDUSTRIES, LTD.,
      (NASDAQ:RFIL) today announced that on September 28, 2005, its Board of
      Directors entered into an agreement to repurchase, for $5.51 per option,
      in a single private transaction, 100,000 options to purchase RFI common
      stock at $.10 per share. The options, which were acquired from the
      Company's Chief Executive Officer, Howard Hill, are fully vested and could
      be exercised and sold by Mr. Hill at any time on the open market. If
      exercised, the repurchased options would have represented over 3% of RFI's
      outstanding stock. After retiring the options, the total number of RFI
      diluted common shares will decrease to approximately 3,700,000 shares. The
      purchase price of the options was computed using an average of 30 day's
      trading prices through September 28, 2005. On September 28, 2005, RFI
      common stock closed at $5.47 per share.

          As a consequence of repurchasing and retiring these options, RFI will
      incur a one-time, non-operating expense in the fourth quarter of the
      fiscal year ending October 31, 2005. This after-tax expense is projected
      at approximately $331,000, and is expected to reduce the company's fourth
      quarter and fiscal year earnings per share by approximately $0.09 per
      diluted share.

          "RFI's Board of Directors authorized the repurchase of these shares
      for a number of reasons. First, restrictions and volume requirements for
      repurchasing RFI's stock on the open market make this an attractive
      opportunity to reduce the total number of diluted shares outstanding,
      thereby raising future per share diluted earnings, avoiding future
      dilution to existing shareholders and raising the potential value of the
      stock as a currency for acquisitions. Second, most of the assets of RFI's
      CEO are comprised of his fully vested options which, according to SEC
      regulations, can only be sold in small quantities over a long period of
      time. Retiring these options obviates the effects on the Company's stock
      price of a single individual continually selling stock in small, open
      market transactions. Third, the repurchase reduces the dilutive effect of
      options previously granted to management and employees. Fourth, continuing
      low interest rates, combined with RFI's strong cash position and cash
      flow, lowers the benefits of holding large cash balances," said Linde
      Kester, Chairman of RF Industries.

<PAGE>

          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.

      About RF Industries

          RF Connectors 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. Bioconnect 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.


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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