PHAZAR CORP
101 SE 25th Avenue
Mineral Wells, Texas 76067
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 11, 2005
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
PHAZAR CORP will be held at National Depository Office located at 405 W. Loop
820 South, Fort Worth, Texas, on Tuesday, October 11, 2005 at 9:30 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 2006; 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 September 9, 2005 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,
2005 is being mailed to stockholders with this proxy statement.
By the Order of the Board of Directors
Gary W. Havener
President
-----------
September 14, 2005
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 11, 2005
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 11, 2005 at National Depository Office located at 405 W. Loop
820 South, Fort Worth, Texas 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 19, 2005.
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 September 9,
2005 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 September 9, 2005 is 2,257,628, 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
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
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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 64 President and Chief Executive Officer,
PHAZAR CORP; Sole Director Antenna
Products Corp., Phazar Antenna Corp.,
Tumche Corp.and Thirco, Inc., subsidiaries
of PHAZAR CORP; President, Tumche Corp.,
Thirco, Inc. and Sinan Corp. January 1992
Clark D. Wraight 61 Vice President and Secretary, Treasurer,
PHAZAR CORP; President and General
Manager, Antenna Products Corp. and
Phazar Antenna Corp.; Vice President,
Tumche Corp. and Thirco, Inc.; Secretary/
Treasurer, Tumche Corp., Thirco, Inc.,
and Phazar Antenna Corp. October 1996
R. Allen Wahl 77 Independent Business Consultant and
Past President & COO of Valmont
Industries October 1999
James Miles 62 Past Vice President and General Manager,
GTE Media Ventures; Past President,
Contel of California November 1999
James Kenney 64 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 and President of Tumche Corp. and Thirco, Inc.
Mr. Havener also serves as sole director of Antenna Products Corporation, Phazar
Antenna Corp., Tumche 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.
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, President and Secretary /Treasurer of Phazar
Antenna Corp. and Vice President and Secretary/Treasurer of Tumche Corp., and
Vice President and Secretary/Treasurer of Thirco, Inc., subsidiaries of the
Company.
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Mr. Wahl was President and COO of Valmont Industries until 1985. The
principal business of Valmont Industries is manufacturing steel tubular poles
and lattice towers for the communication industry. Mr. Wahl has been an
independent business consultant since 1985.
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.
Miles retired in 1999 and has been involved in personal financial activities for
the past six years.
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 September 9, 2005, (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 than 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. 102,000 4.52%
P.O. Box 121697
Ft. Worth, TX 76121
R. Allen Wahl 2,200 0.10%
13 Collinway Place
Dallas, TX 75230
Clark D. Wraight
Antenna Products Corporation 53,800 2.38%
101 S.E. 25th Ave.
Mineral Wells, TX 76067
James Miles 2,800 0.12%
420 Private Rd. 52363
Pittsburg, TX 75686
James Kenney 1,700 0.08%
5949 Sherry Lane, Suite 960
Dallas, TX 75225
All directors and officers 162,500 7.20%
of PHAZAR CORP
as a group (Five Persons)
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(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 2,257,628 as of September 9,
2005.
(3) Sinan Corp., wholly owned by Mr. Havener and his children, owns of
record 100,000 of these shares representing 4.43% 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 Annual Compensation
- ------------------ -------------------
Position
- --------
Fiscal Year Other Annual
President and CEO Ended May 31 Salary ($) Bonus ($) Compensation ($)
- ----------------- ------------ ---------- --------- ----------------
Gary W. Havener 2005 $0 $0 $ 2,500(1)
$ 98,000(2)
Gary W. Havener 2004 $0 $0 $ 4,500(1)
$ 98,000(2)
Gary W. Havener 2003 $0 $0 $ 3,000(1)
$ 98,000(3)
(1) PHAZAR CORP Director's Fee
(2) Antenna Products Corp. Director's Fee paid
(3) Antenna Products Corp. Director's Fee accrued
Accrued amounts are paid in the following year.
BOARD MEETINGS AND COMMITTEES
The Board of Directors of the Company held seven meetings in the fiscal
year ended May 31, 2005. Gary W. Havener, R. Allen Wahl, James Miles, James
Kenney and Clark D. Wraight were in attendance at each 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.
The audit committee held four meetings in fiscal year 2005 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.
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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, 2005 for filing with the Securities and Exchange Commission.
COMPENSATION OF DIRECTORS
Compensation for PHAZAR CORP Directors is set at $500 plus 200 shares
of PHAZAR CORP common stock for each board meeting attended unless compensation
is waived by the members of the Board. In the fiscal year ended May 31, 2005,
the Directors waived compensation for two of the Board meetings. A total of
$2,500 and 1,000 shares of restricted stock valued at $15,732 was paid each to
Gary W. Havener, Clark D. Wraight, R. Allen Wahl, James Kenney and James Miles
in the fiscal year ended May 31, 2005.
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. $1,000 and 400 shares of restricted stock valued at $8,019 was paid
each to James Kenney, James Miles and R. Allen Wahl in the fiscal year ended May
31, 2005.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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, 2005; 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, 2006.
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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 2005, the Company paid Weaver & Tidwell, L.L.P. fees
in the aggregate amount of approximately $57,310. Of this amount, approximately
$49,710 were fees for the fiscal year 2004 year end audit and quarterly services
for fiscal year 2005.
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 2005.
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 2005 were $7,600.
DEADLINE FOR STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the Annual
Meeting in October 2005 must be received by the Company not later than June 30,
2005, 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
September 14, 2005
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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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