As filed with the Securities and Exchange Commission on January 9, 2007
Registration No. 333-139858
U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8/A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Phazar Corp
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(Exact name of registrant as specified in its charter)
Delaware 75-1907070
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(State or other jurisdiction of (I.R.S. Employer
incorporation or Organization) Identification Number)
101 S.E. 25th Avenue, Mineral Wells, Texas 76067 (940) 325-3301
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(Address of principal executive offices) Telephone Number
Phazar Corp 2006 Incentive Stock Option Plan
(Full Title of the Plan)
This Amendment to the Registration Statement corrects the Amount of the
Registration Fee in the table below that was incorrectly stated in the original
filing. There are no other changes.
CALCULATION OF REGISTRATION FEE
|--------------|--------------|----------------|----------------|------------|
|Title of each |Amount to be |Proposed maximum|Proposed maximum|Amount of |
|class of |registered |offering price |aggregate |Registration|
|securities to |(1),(2) |per share (3) |offering price |Fee (4) |
|be registered | | | | |
| | | | | |
| Common stock |250,000 shares| $5.62 | $ 1,405,000 | $150.33 |
|--------------|--------------|----------------|----------------|------------|
(1) This registration statement covers an aggregate of 250,000 shares of
common stock that is reserved for issuance under the Phazar Corp 2006 Incentive
Stock Option Plan.
(2) Plus, pursuant to Rule 416, such indeterminate numbers of shares of
common stock as may be issuable by reason of the operation of the anti-dilution
provisions of the options.
(3) Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457(h).
(4) Calculated based upon the last sale price per share of common stock on
January 5, 2007 as reported on the NASDAQ Smallcap Market.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Documents containing the information required by Part I of this
Registration Statement will be sent or given to participants in the Phazar Corp
2006 Incentive Stock Option Plan in accordance with Rule 428(b)(1) of the
General Rules and Regulations under the Securities Act of 1933. In accordance
with the Note to Part I of Form S-8, such documents are not filed with the
Securities and Exchange Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Documents filed by the Registrant with the Commission are incorporated
herein by reference:
(a) The Registrant's Annual Report on Form 10-KSB for fiscal year
ended May 31, 2006;
(b) All other reports filed by us pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 since the end of
the fiscal year covered by the Annual Report referred to in
(a); and
(c) The description of the Registrant's Common Stock contained in
its Registration Statement on Form 8-A, File No. 0-12866,
filed with the Commission on October 1, 1984 and any amendment
or report filed for the purpose of updating such description.
In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities registered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of the filing of such documents.
Any statement contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
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that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities
Not Applicable
Item 5. Interests of Named Experts and Counsel.
Not Applicable
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of Delaware empowers us to
indemnify, subject to the standards prescribed in that section, any person in
connection with any action, suit or proceeding brought or threatened by reason
of the fact that the person is or was our director, officer, employee or agent.
Article VII of our by-laws provide that our directors, officers, employees and
agents shall be indemnified and held harmless by us to the fullest extent
authorized by the General Corporation Law of Delaware.
Section 10 of our certificate of incorporation provides that our
directors will not be personally liable to us or our stockholders for monetary
damages resulting from breaches of their fiduciary duty as directors except (1)
for any breach of the duty of loyalty to us or our stockholders, (2) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (3) under Section 174 of the General Corporation Law of
Delaware, which makes directors liable for unlawful dividend or unlawful stock
repurchases or redemptions or (4) transactions from which directors derive
improper personal benefit.
We have purchased insurance policies insuring our directors and officers
against certain liabilities, including liabilities under the Securities Act of
1933.
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Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit No. Description
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4.1 Phazar Corp 2006 Incentive Stock Option Plan
5 Opinion of the Law Office of Carl A. Generes
23.1 Consent of the Law Office of Carl A. Generes (included in its
opinion filed as Exhibit 5 hereto)
23.2 Consent of Weaver and Tidwell L.L.P., independent certified
public accountants.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of this registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this registration statement.
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(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Amendment to the
registration statement to be signed on its behalf by the undersigned, hereunto
duly authorized, in Fort Worth, Texas on January 9, 2007.
PHAZAR CORP
By: /s/ James Miles
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James Miles, President
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Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the registration statement has been signed by the following persons
in the capacities and on the dates indicated on January 9, 2007.
Signature Title
/s/ James Miles President and Chief Executive Officer
- ---------------------------------------- (Principal Executive Officer)
James Miles
/s/ Clark D. Wraight Vice President, Chief (Principal)
- ---------------------------------------- Financial Officer and Treasurer
Clark D. Wraight
/s/ Gary W. Havener Director
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Gary W. Havener
/s/ James Kenney Director
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James Kenney
/s/ R. Allen Wahl Director
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R. Allen Wahl
/s/ Dennis M. Maunder Director
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Dennis M. Maunder
/s/ Vernon W. Bryant, Jr. Director
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Vernon W. Bryant, Jr.
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EXHIBIT INDEX
Exhibit No. Description
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4.1 Phazar Corp 2006 Incentive Stock Option Plan.*
5 Opinion of the Law Office of Carl A. Generes *
23.1 Consent of the Law Office of Carl A. Generes (included
in its opinion filed as Exhibit 5 hereto)
23.2 Consent of Weaver and Tidwell, L.L.P., independent certified
public accountants.*
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* Filed herewith.
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