PHAZAR CORP
(fka Antenna Products, Inc.)
101 SE 25th Avenue
Mineral Wells, Texas 76067
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 8, 2002
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
PHAZAR CORP will be held at Phazar Aerocorp Inc., located at 4701 N. Main
Street, Fort Worth, Texas 76106 on Tuesday, October 8, 2002 at 9:00 a.m. for the
following purposes:
1) To elect five directors to serve for the ensuing year and until
their respective successors are elected;
2) To ratify the appointment of Weaver and Tidwell, L.L.P. as the
independent public auditors for FY 2003; and
3) To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
The close of business on August 30, 2002 has been fixed as the record
date for the determination of the stockholders entitled to notice of, and to
vote at the meeting or any adjournment or adjournments thereof.
A copy of the PHAZAR CORP Form 10-KSB for fiscal year ended May 31,
2002 is being mailed to stockholders with this Proxy Statement.
By the Order of the Board of Directors
Gary W. Havener
President
-----------
August 30, 2002
Whether or not you plan to attend the meeting, please mark, date and sign the
accompanying proxy and promptly return it in the enclosed envelope. If you
attend the meeting, you may vote your shares in person, even though you have
previously signed and returned your proxy.
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PHAZAR CORP
101 SE 25th Avenue
Mineral Wells, Texas 76067
PROXY STATEMENT
Annual Meeting of Stockholders to be held October 8, 2002
This proxy statement is furnished in connection with the solicitation
by the Board of Directors of PHAZAR CORP (the "Company" or "PHAZAR CORP") of
proxies to be voted at the Annual Meeting of Stockholders of the Company to be
held on October 8, 2002 at Phazar Aerocorp Inc., 4701 N. Main Street, Fort
Worth, Texas 76106 and at any adjournment thereof. This proxy statement and the
proxies solicited hereby are first being sent or delivered to stockholders on or
about September 4, 2002.
EXPENSES OF SOLICITATION
The cost of soliciting proxies will be borne by the Company including
expenses in connection with the preparation and mailing of this proxy statement
and all papers, which now accompany or may hereafter supplement it. The
solicitation will be made by mail. The Company will also supply brokers or
persons holding stock in their names or in the names of their nominees with such
number of proxies, proxy material and annual reports as they may require for
mailing to beneficial owners, and will reimburse them for their reasonable
expenses.
VOTING
A stockholder may revoke a proxy at any time prior to its use. If it is
signed properly by the stockholder and is not revoked, it will be voted at the
meeting. If a stockholder specifies how the proxy is to be voted with respect to
any of the proposals for which a choice is provided, the proxy will be voted in
accordance with such specifications. If a stockholder fails to so specify with
respect to such proposals, the proxy will be voted FOR management's nominees
listed below under Election of Directors and the ratification of the appointment
of Weaver and Tidwell, L.L.P.
Only stockholders of record at the close of business on August 30, 2002
will be entitled to vote at the meeting. The total number of issued and
outstanding shares of common stock of the Company, $0.01 par value, ("Common
Stock") as of August 30, 2002 is 2,176,128, shares, each share having one vote.
There are no other issued or authorized classes of stock of the Company.
Only votes cast in person or by proxy will be counted at the meeting.
Abstentions, if any, will be reflected in the minutes of the meeting.
ELECTION OF DIRECTORS
Five (5) Directors are to be elected at the Annual Meeting, to hold
office until the next Annual Meeting of Stockholders and until their successors
are elected and have qualified. The Company bylaws allow from one to twelve
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directors. It is the intention of the persons named in the accompanying form of
a proxy to vote for the nominees listed. All nominees have indicated their
willingness to serve for the ensuing term, but if any nominee is unable or
should decline to serve as a Director at the date of the Annual Meeting, it is
the intention of the persons named in the proxy to vote for such other person or
persons, as they in their discretion shall determine. Proxies will not be voted,
however, for more than five nominees. The ages of the nominees, their principal
occupations or employment during the past five years, and other data regarding
them, based upon information received from them are as follows:
Director
Name Age Principal Occupation Since
- ---- --- -------------------- -----
Gary W. Havener 61 President and Chief Executive Officer,
PHAZAR CORP; Sole Director Antenna
Products Corp., Phazar Aerocorp Inc.
and Thirco, Inc., subsidiaries of
PHAZAR CORP; President, Phazar
Aerocorp, Inc. Thirco, Inc. and Sinan
Corp. January 1992
Clark D. Wraight 58 Vice President and Secretary, Treasurer,
PHAZAR CORP; President and General
Manager, Antenna Products Corp.; and
Vice President, Thirco, Inc.; Secretary,
Treasurer, Thirco, Inc., Phazar Aerocorp
Inc., and Phazar Antenna Corp. October 1996
R. Allen Wahl 74 Independent Business Consultant and
Past President & COO of Valmont
Industries October 1999
James Miles 59 Past Vice President and General Manager,
GTE Media Ventures; Past President,
Contel of California November 1999
James Kenney 61 Executive Vice President and Owner
San Jacinto Securities, Inc. November 1999
Mr. Havener served as the President of PHAZAR CORP from January 1992
until October 1999. Mr. Havener served as the President of Antenna Products
Corporation from January 1996 until April 1999. Mr. Havener currently serves as
President and CEO of PHAZAR CORP, President of Phazar Aerocorp Inc., and
President of Thirco, Inc. Mr. Havener also serves as sole director of Antenna
Products Corporation, Phazar Aerocorp Inc., Phazar Antenna Corp. and Thirco,
Inc. Since December 1984 Mr. Havener has served as the President of Sinan Corp.,
an investment company. Sinan Corp. is not a parent, subsidiary or affiliate of
the Company.
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Mr. Wraight served as Vice President and Secretary/Treasurer of Antenna
Products Corporation from 1996 until April 1999 when he was appointed President.
Mr. Wraight has been employed with Antenna Products since 1979 and has served as
an officer of the Company since 1981. Mr. Wraight currently serves as Vice
President and Secretary/Treasurer of PHAZAR CORP, President and General Manager
of Antenna Products Corporation and Secretary/Treasurer of Phazar Aerocorp Inc.,
Phazar Antenna Corp. and Thirco, Inc., subsidiaries of the Company.
Mr. Wahl was President and COO of Valmont Industries. The principal
business of Valmont Industries is manufacturing steel tubular poles and lattice
towers for the communication industry. Mr. Wahl currently serves as an
independent business consultant.
Mr. Miles served as Vice President and General Manager of GTE Media
Ventures, a cable television design and operations company, from 1994 until 1999
and as President of Contel of California, a telecommunications company from 1984
until 1996. Mr. Miles was a Director of Desert Community Bank until 1994.
Mr. Kenney has served as Executive Vice President and owner of San
Jacinto Securities since 1993. San Jacinto Securities is an institutional stock
brokerage firm.
SECURITY OWNERSHIP
The following table set forth the beneficial ownership of the Company's
Common Stock as of August 30, 2002, (a) by each director, (b) by the named
executive officers, and (c) by all persons known to the Company to be the
beneficial owners of more that 5% of the Company's Common Stock and (d) all
directors and executive officers as a group.
Name and Address Shares Owned Directly Percent of
of Beneficial Owners (1) and Indirectly Class (2)
- ------------------------ --------------------- --------
Gary W. Havener (3)
Sinan Corp. 930,936 42.78%
P.O. Box 121697
Ft. Worth, TX 76121
R. Allen Wahl 12,000 .55%
13 Collinway Place
Dallas, TX 75230
Clark D. Wraight
Antenna Products Corporation 152,610 7.01%
101 S.E. 25th Ave.
Mineral Wells, TX 76067
James Miles 2,300 .11%
420 Private Rd.
Pittsburg, TX 75686
James Kenney 1,700 .08%
5949 Sherry Lane, Suite 960
Dallas, TX 75225
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Young Design, Inc. 267,793 12.31%
8000 Lee Highway
Falls Church, VA 22042
All directors and officers 1,099,546 50.53%
of PHAZAR CORP
as a group (Five Persons)
(1) The persons named herein have sole voting and investment power with
respect to all shares of Common Stock shown as beneficially owned
by them, subject to community property laws where applicable and
subject to the Texas laws for personal holding companies, as
applicable.
(2) Based on total outstanding shares of 2,176,128 as of August 30,
2002.
(3) Sinan Corp., wholly owned by Mr. Havener and his children, owns of
record 397,390 of these shares representing 18.26% of the total
outstanding shares. Mr. Havener as President of Sinan Corp. has
sole voting and investment power with respect to all shares of
common stock shown as beneficially owned by Sinan Corp.
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EXECUTIVE COMPENSATION
The following table sets forth certain information regarding
compensation paid during each of the last three fiscal years to the Chief
Executive Officer of the Company.
SUMMARY COMPENSATION TABLE
Name and Principal Position Annual Compensation
- --------------------------- -------------------
President and CEO
- -----------------
Fiscal Year Other Annual
Ended May 31 Salary ($) Bonus ($) Compensation ($)
------------ ---------- --------- ----------------
Gary W. Havener 2002 $0 $0 $ 4,072(1)
$ 1(2)
Gary W. Havener 2001 $0 $0 $ 3,016(1)
$ 98,000(3)
William Poulin 2000 $51,923 $0 $ 2,000(1)
10-12-99 thru 5-31-00 $ 50,000(5)
Gary W. Havener 2000 $0 $0 $ 2,000(1)
5-31-99 thru 10-11-99 $ 32,667(4)
(1) PHAZAR CORP Director's Fee.
(2) 2002 Antenna Products Corp. Director's Fee - $1 accrued
(3) 2001 Antenna Products Corp. Directors' Fee - $98,000 paid
(4) 2000 Antenna Products Corp. Director's Fee - $32,667 paid.
(5) PHAZAR CORP supplemental Director's Fee - $50,000 paid.
Accrued amounts are paid in the following year.
BOARD MEETINGS AND COMMITTEES
The Board of Directors of the Company held five meetings in the fiscal
year ended May 31, 2002. Gary W. Havener, R. Allen Wahl, James Miles, and Clark
D. Wraight were in attendance at each meeting. James Kenney attended four
meetings and Billy J. Perry attended one meeting.
PHAZAR CORP has an audit committee that consists of three Directors, R.
Allen Wahl, James Kenney and James Miles. Each member of the committee is
independent under the rules of the National Association of Securities Dealers.
The audit committee acts under a written charter, which sets forth its
responsibilities and duties, as well as requirements for the committee's
composition and meetings. A copy of this charter is attached to this proxy
statement as Exhibit A.
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The audit committee held three meetings in fiscal year 2002 and has:
[ ] reviewed and discussed the audited financial statements with
the Company's management; and
[ ] discussed with Weaver & Tidwell, L.L.P., independent
accountants for the Company, the matters required to be
discussed by Statement on Auditing Standards No. 61,
communication with audit committees, as amended.
The audit committee has received from Weaver & Tidwell, L.L.P. the
written disclosures and the letter required by independence Standards Board
Standard No. 1, Independence Discussions with Audit Committees, and the
committee has discussed with Weaver & Tidwell, L.L.P., that firm's independence.
Based upon these discussions with management and the independent
accountants, the audit committee recommended to the Board of Directors of the
Company that the audited consolidated financial statements for the Company be
included in the Company's Annual Report on Form 10-KSB for the fiscal year ended
May 31, 2002 for filing with the Securities and Exchange Commission.
The audit committee also engaged Weaver and Tidwell, L.L.P. to
participate with the audit committee in the review of the construction costs of
the new hanger facility constructed by a limited partnership. Gary W. Havener,
President, CEO and principal shareholder, and Brian Perryman, Vice President and
20% owner of Phazar Aerocorp Inc., are the partners of the limited partnership.
The audit committee negotiated the lease with the limited partnership for the
Company.
COMPENSATION OF DIRECTORS
Compensation for PHAZAR CORP Board members is set at $500 plus 200
shares of PHAZAR CORP common stock for each board meeting attended. A total of
$2,500 and 1,000 shares was paid each to Gary W. Havener, Clark D. Wraight, R.
Allen Wahl and James Miles in the fiscal year ended May 31, 2002. $2,000 and 800
shares was paid to James Kenney and $500 and 200 shares was paid to Billy J.
Perry in the fiscal year ended May 31, 2002.
Compensation for PHAZAR CORP audit committee members is set at $250
plus 100 shares of PHAZAR CORP common stock for each audit committee meeting
attended. $750 and 300 shares were paid each to James Miles and R. Allen Wahl
and $250 plus 100 shares was paid to James Kenney in the fiscal year ended May
31, 2002.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Phazar Aerocorp Inc., the Company's 80% owned subsidiary moved in
October to a new hanger facility at Meacham International Airport in Fort Worth,
Texas.
Phazar Aerocorp Inc. leased the new facility at Meacham International
Airport from a limited partnership that is 80% owned by Gary W. Havener,
Principal Executive Officer and Director of PHAZAR CORP and 20% owned by Brian
Perryman, Vice President of Phazar Aerocorp Inc.
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COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership on Form 3 and changes in ownership on Form 4 or Form 5 with the
Securities and Exchange Commission (the "SEC"). Such officers, directors and
ten-percent shareholders are also required by SEC rules to furnish the Company
with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it,
or written representations from certain reporting persons, the Company believes
that, during the fiscal year ended May 31, 2002, all Section 16(a) filing
requirements applicable to its officers, directors and ten-percent shareholders
have been filed.
APPOINTMENT OF INDEPENDENT AUDITORS
On April 22, 1999, the Board of Directors of PHAZAR CORP (the
"Company") adopted a resolution appointing Weaver and Tidwell, L.L.P., 1600 West
Seventh Street, Suite 300, Fort Worth, Texas 76102 as the Company's principal
accounting firm to audit the Company's financial statements.
Subject to ratification by the stockholders, the Board of Directors
appointed Weaver and Tidwell, L.L.P., independent auditors, to serve for the
fiscal year ending May 31, 2003.
Weaver and Tidwell, L.L.P. has informed management that it will send a
representative to the Annual Meeting and that such representative may make a
statement to the meeting if he so desires and will be available to answer any
questions that might arise in connection with the audit of the Company and its
subsidiaries.
AUDIT FEES
General
During fiscal year 2002, the Company paid Weaver & Tidwell, L.L.P. fees
in the aggregate amount of approximately $52,685. Of this amount, approximately
$45,000 were fees for the fiscal year 2001 year end audit and quarterly services
for fiscal year 2002.
Financial Information Systems Design and Implementation Fees
Weaver & Tidwell, L.L.P. did not render any services related to
financial information systems design and implementation during fiscal year 2002.
All Other Fees
Weaver & Tidwell, L.L.P. rendered other services consisting primarily
of tax consulting, due diligence assistant and audits of the Company's other
entities within the consolidated group for statutory filing purposes. Aggregate
fees billed for all other services rendered by Weaver & Tidwell, L.L.P. for
fiscal year 2002 were $7,685.
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DEADLINE FOR STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the Annual
Meeting in October 2003 must be received by the Company not later than June 30,
2003, for inclusion in its Proxy Statement and form of proxy relating to that
meeting.
OTHER MATTERS
The Board of Directors knows of no business other than that set forth
in items 1 and 2 of the Notice of Annual Meeting of Stockholders that is
expected to be brought before the meeting. However, if any other matters, not
now known or determined, come before the meeting, the persons named in the proxy
furnished herewith will vote according to their best judgment in the interest of
the Company.
Insofar as any of the information in the Proxy Statement may rest
particularly within the knowledge of persons other than the Company, the Company
relies upon information furnished by others for the accuracy and completeness
thereof.
By Order of the Board of Directors
Gary W. Havener
President
August 30, 2002
Whether or not you plan to attend the meeting, please mark, date and sign the
enclosed proxy exactly as your name appears thereon and mail it promptly in the
enclosed envelope to:
PHAZAR CORP
c/o Computershare Investor Services, L.L.C.
P.O. Box 2000
Bedford Park, IL. 60499-9910
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