UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
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Filed by a party other than the Registrant [ ]
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[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material under Sec. 240.14a-12
PHAZAR CORP
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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[ ] Fee paid previously with preliminary materials.
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[PHAZAR CORP letterhead]
June 25, 2013
Dear Stockholder:
PHAZAR CORP (“PHAZAR”) is scheduled to hold a Special Meeting of Stockholders on Tuesday, July 16, 2013 at 10:00 a.m. Central Time at the National Depositary Office located at 405 W. Loop 820 South, Suite 100, Fort Worth, Texas.
At the Special Meeting, stockholders will be asked to consider and vote on the approval of the Agreement and Plan of Merger, dated March 13, 2013, among PHAZAR, QAR Industries, Inc. and Antenna Products Acquisition Corp.
We recently sent you proxy material for the Special Meeting. Our records indicated that we have not yet received your vote. Please help us avoid the costs of further phone calls and mailings by promptly voting your shares if you have not done so already.
For your convenience, we have enclosed a duplicate proxy card and instructions for voting by telephone or Internet that you may use to vote your shares.
If you have any questions or need any assistance voting your shares, please call Georgeson Inc., the Company's proxy solicitor, toll-free at 1-800-790-6795. Thank you for your prompt attention to this very important matter.
| Very Truly Yours, | |
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| /s/ Gary W. Havener | |
| Gary W. Havener | |
| Chairman, Board of Directors | |
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PHAZAR CORP |
101 SE 25th Avenue |
Mineral Wells, Texas 76067 |
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF |
| PHAZAR CORP FOR THE SPECIAL MEETING ON JULY 16, 2013 | |
The undersigned hereby constitutes and appoints Gary W. Havener and James Kenney his or her true and lawful agents and proxies with full power of substitution in each, to represent and to vote, as designated on this proxy card, all of the shares of common stock of PHAZAR CORP held of record by the undersigned on June 3, 2013, at the Special Meeting of Stockholders to be held at 10:00 a.m. CDT at the National Depository Office, 405 W. Loop 820 South, Suite 100, Fort Worth, Texas, on July 16, 2013, and at any adjournments or postponements thereof, on all matters coming before said meeting, and especially to vote on the items of business specified herein, as more fully described in the notice of the meeting dated June 4, 2013 and the proxy statement accompanying such notice. |
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO DIRECTION IS MADE, EXCEPT AS SET FORTH BELOW, THIS PROXY WILL BE VOTED (I) FOR THE APPROVAL OF THE ADOPTION OF THE AGREEMENT AND PLAN OF MERGER, DATED AS OF MARCH 13, 2013, BY AND AMONG PHAZAR CORP, QAR INDUSTRIES, INC., A TEXAS CORPORATION, AND ANTENNA PRODUCTS ACQUISITION CORP., A DELAWARE CORPORATION AND WHOLLY-OWNED SUBSIDIARY OF QAR INDUSTRIES, INC., PURSUANT TO WHICH ANTENNA PRODUCTS ACQUISITION CORP. WILL MERGE INTO PHAZAR CORP WITH PHAZAR CORP SURVIVING AS A PRIVATE COMPANY WHOLLY-OWNED BY QAR INDUSTRIES, INC. AND (II) FOR THE APPROVAL OF A PROPOSAL TO ADJOURN THE SPECIAL MEETING TO A LATER DATE OR TIME, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE PROPOSAL TO ADOPT THE MERGER AGREEMENT. IN ADDITION, THIS PROXY MAY BE VOTED IN THE DISCRETION OF THE PROXIES ON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE SPECIAL MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS OF THE SPECIAL MEETING. THE BOARD OF DIRECTORS IS NOT AWARE OF ANY OTHER BUSINESS TO PROPERLY COME BEFORE THE SPECIAL MEETING. |
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOX BUT, YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS’ RECOMMENDATIONS. THE PROXIES CANNOT VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD. |
VOTE BY INTERNET: www.investorvote.com/ANTP | | VOTE BY MAIL |
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VOTE BY PHONE: 1-800-652-VOTE (8683) | | Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to PHAZAR CORP, Proxy Services, c/o Computershare Investor Services, P O Box 43101, Providence RI. 02940-5067 |
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | | KEEP THIS PORTION FOR YOUR RECORDS |
| DETACH AND RETURN THIS PORTION ONLY |
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
PHAZAR CORP | |
Vote on Proposals | | For | | Against | | Abstain |
Proposal 1 — Approval of the adoption of the Agreement and Plan of Merger, dated as of March 13, 2013, by and among PHAZAR CORP, QAR Industries, Inc., a Texas corporation, and Antenna Products Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of QAR Industries, Inc., pursuant to which Antenna Products Acquisition Corp. will merge with and into PHAZAR CORP with PHAZAR CORP surviving as a private company wholly-owned by QAR Industries, Inc. Proposal 2 — Approval of a proposal to adjourn the Special Meeting to a later date or time, if necessary or appropriate, to solicit additional proxies in favor of the proposal to adopt the Merger Agreement. In their discretion, the proxies are authorized to vote on such other business as may properly come before the Special Meeting or any adjournments or postponements of the Special Meeting. | | o o | | o o | | o o |
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Note: Please mark, date and sign this proxy card and return it. Please sign as your name appears hereon. If shares are registered in more than one name, all owners should sign. If signing in a fiduciary or representative capacity, please give full title and attach evidence of authority. Corporations please sign with full corporate name by a duly authorized officer and affix corporate seal. | | | | | | |
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Please indicate if you plan to attend this meeting. | | o | | o | | | | | | | | | | |
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Signature | | | | | | Signature (Joint Owners) | |