PHAZAR CORP
101 SE 25th Avenue
Mineral Wells, Texas 76067
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 9, 2007
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of PHAZAR CORP
will be held at the National Depository Office located at 405 W. Loop 820 South,
Fort Worth, Texas, on Tuesday, October 9, 2007 at 10:00 a.m. for the following
purposes:
1) To elect seven 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 2008;
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 7, 2007 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, 2007 is
being mailed to stockholders with this proxy statement.
By the Order of the Board of Directors
James Miles
President
-----------
September 14, 2007
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 9, 2007
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 9, 2007 at the National Depository Office, 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 14, 2007.
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 7,
2007 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 7, 2007 is 2,328,928, 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
Seven (7) 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 seven 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
- ---- --- -------------------- -----
James Miles 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. Past Vice President and General
Manager, GTE Media Ventures; Past President,
Contel of California November 1999
Gary W. Havener 67 President, Sinan Corp.; Past Chief Executive
Officer, PHAZAR CORP January 1992
Clark D. Wraight 63 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 79 Independent Business Consultant and
Past President & COO of Valmont
Industries October 1999
James Kenney 66 Account Executive, Baldwin Anthony
Securities Inc. Past Executive Vice President
and Owner San Jacinto Securities, Inc. November 1999
Dennis M. Maunder 56 Past Chief Financial Officer, Shared
Technologies Inc.; Controller, Allegiance
Telecom, Inc. October 2006
Garland P. Asher 63 Director and Chairman of Audit Committee,
Universal Power Group, Inc., Past President
and COO of Integration Concepts, Inc.
Mr. Miles currently serves as President and CEO of PHAZAR CORP and
President of Tumche Corp. and Thirco, Inc. Mr. Miles also serves as sole
director of Antenna Products Corporation, Phazar Antenna Corp., Tumche Corp. and
Thirco, Inc. 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
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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 eight years.
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 served as President
and CEO of PHAZAR CORP and President of Tumche Corp. and Thirco, Inc. from June
2000 until October 2006. Mr. Havener also served as sole director of Antenna
Products Corporation, Phazar Antenna Corp., Tumche Corp. and Thirco, Inc. until
October 2006. 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.
Mr. Wahl was President and COO of Valmont Industries until 1985. The
principal business of Valmont Industries is manufacturing steel tubular poles
and towers for the lighting, electrical transmission and communication
industries. Mr. Wahl has been an independent business consultant since 1985.
Mr. Kenney has served as an account executive at Baldwin Anthony
Securities, Inc. since February, 2007. Mr. Kenney served as Executive Vice
President and owner of San Jacinto Securities, an institutional stock brokerage
firm from 1993 until February, 2007.
Mr. Maunder served as Vice President, Controller of Allegiance Telecom,
Inc., from September 1997 through February 2000. Allegiance Telecom, Inc. was a
local exchange carrier, essentially a telephone company. In June, 2002,
Allegiance Telecom acquired Shared Technologies Inc. In May 2003, Allegiance
Telecom and its subsidiaries, including Shared Technologies Inc. filed Chapter
11 bankruptcy. In the spring of 2004, Shared Technologies Inc. under an approved
plan of reorganization emerged from bankruptcy. Mr. Maunder served as the Chief
Financial Officer of Shared Technologies Inc., a nationwide supplier of
telecommunications equipment from March 2004 until October 2006. Mr. Maunder is
currently active in livestock breeding; participating in charitable pursuits;
and investing activities.
Mr. Asher has served since December, 2006 as a Director and Chairman of the
Audit Committee of Universal Power Group, Inc., a power equipment and battery
distributor. Mr. Asher has served as a member of the City of Fort Worth Audit
Committee since 2006. Mr. Asher served as President and COO of Integration
Concepts, Inc., a healthcare software company, from September 1999 through June
2004. Since then he has been involved in personal investment activities.
Non-management Director James Kenney recommended Mr. Asher as a nominee for
election as a Director. The Nominating Committee reviewed Mr. Asher's candidacy
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and concluded that Mr. Asher was a qualified candidate. The Nominating Committee
nominated Mr. Asher as a director for election by the stockholders of the
Company.
SECURITY OWNERSHIP
The following table sets forth the beneficial ownership of the
Company's Common Stock as of September 7, 2007, (a) by each director and
nominee, (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)
- ------------------------ ----------------------- ---------
James Miles 4,700 0.20%
420 Private Rd. 52363
Pittsburg, TX 75686
Gary W. Havener (3)
Sinan Corp. 103,800 4.46%
P.O. Box 121969
Fort Worth, TX 76121
R. Allen Wahl 2,400 0.10%
13 Collinway Place
Dallas, TX 75230
Clark D. Wraight
Antenna Products Corporation 91,000 3.91%
101 S.E. 25th Ave.
Mineral Wells, TX 76067
James Kenney 4,400 0.19%
4131 N. Central Expressway,
Suite 930
Dallas, TX 75204
Dennis Maunder 1,500 0.06%
401 Baker Cutoff Road
Weatherford, TX 76087
Vernon Bryant, Jr.
1712 Carleton Avenue
Fort Worth, TX 76107 500 0.02%
Garland P. Asher
2300 Mistletoe Drive
Fort Worth, TX 76110 0 0.00%
All directors and officers 208,300 8.94%
of PHAZAR CORP
as a group (eight 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 2,328,928 as of September 7,
2007.
(3) Sinan Corp., wholly owned by Mr. Havener and his children, owns of
record 100,000 of these shares representing 4.29% 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.
EXECUTIVE COMPENSATION
The following table provides certain summary information concerning
compensation awarded to, earned by or paid to the Chief Executive Officer and
other named executive officers and directors of the Company whose total annual
salary exceeded $100,000 (collective, the "named officers") for fiscal year
ended May 31, 2007.
- --------------------------------------------------------------------------------
SUMMARY COMPENSATION TABLE
- --------------------------------------------------------------------------------
Name & Principal Position Annual Compensation
- ------------------------- ------------------------------------------------------
Fiscal Year Other Annual
Ended May 31 Salary ($) Bonus ($) Compensation ($)
------------ ---------- --------- ----------------
- ------------------------- ------------ ---------- --------- ----------------
James Miles 2007 $ 0 $ 0 $ 60,591(1)
President and CEO $ 10,128(2)
- ------------------------- ------------ ---------- --------- ----------------
Clark D. Wraight 2007 $ 0 $ 0 $ 134,197(3)
Vice President
- ------------------------- ------------ ---------- --------- ----------------
Clark D. Wraight 2006 $ 0 $ 0 $ 129,043(3)
Vice President
- ------------------------- ------------ ---------- --------- ----------------
Clark D. Wraight 2005 $ 0 $ 0 $ 123,813(3)
Vice President
- ------------------------- ------------ ---------- --------- ----------------
Gary W. Havener 2007 $ 0 $ 0 $ 37,409(1)
- ------------------------- ------------ ---------- --------- ----------------
Past President and CEO
- ------------------------- ------------ ---------- --------- ----------------
Gary W. Havener 2006 $ 0 $ 0 $ 98,000(1)
- ------------------------- ------------ ---------- --------- ----------------
President and CEO
- ------------------------- ------------ ---------- --------- ----------------
Gary W. Havener 2005 $ 0 $ 0 $ 98,000(1)
- ------------------------- ------------ ---------- --------- ----------------
President and CEO
- ------------------------- ------------ ---------- --------- ----------------
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(1) Director's Fee - Sole Director, Antenna Products Corporation
(2) Interim Housing Reimbursement
(3) Annual Compensation - President, Antenna Products Corporation
BOARD MEETINGS AND COMMITTEES
The Board of Directors of the Company held four meetings in the fiscal year
ended May 31, 2007.
As set forth in the table below, in partial consideration for attending the
PHAZAR CORP Board of Directors' meetings, Gary W. Havener, Clark D. Wraight,
James Miles, James Kenney and R. Allen Wahl each received 800 shares of PHAZAR
CORP common stock. Dennis Maunder received 600 shares and Vernon Bryant, Jr.
received 400 shares of PHAZAR common stock. Also, as partial consideration for
attending the PHAZAR CORP audit committee meetings, James Miles received an
additional 300 shares of PHAZAR CORP common stock. James Kenny and R. Allen Wahl
each received an additional 500 shares of PHAZAR CORP common stock. Dennis
Maunder and Vernon Bryant, Jr. each received an additional 200 shares of PHAZAR
CORP common stock.
Each Director agreed to hold the shares for investment and not for further
distribution. The certificates representing the shares bear a legend restricting
transfer without compliance with the registration requirements of the Federal
Securities Act of 1933 or in reliance upon an applicable exemption there from.
PHAZAR CORP relied on section 4(2) of the Securities Act of 1933 as its
exemption from registration.
PHAZAR CORP has an audit committee, nominating committee and compensation
committee, each consisting of four Directors, R. Allen Wahl, James Kenney and
Dennis Maunder and Vernon Bryant, Jr. Each member of the committees 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 the charter has been included as an
attachment to the proxy statement and is available to stockholders on the
Company's website, www.phazarcorp.com. The Board of Directors has determined
that Dennis Maunder is an "audit committee financial expert" under the rules of
the Securities and Exchange Commission. Mr. Maunder is Chairman of the Audit
Committee.
The audit committee held five meetings in fiscal year 2007 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, 2007 for filing with the Securities and Exchange Commission.
The compensation committee held two meetings in fiscal year 2007. The
compensation committee has the responsibility for assisting the Board in, among
other things, evaluating and making recommendations regarding the compensation
of the executive officers and directors of the Company and assuring that the
executive officers are compensated effectively in a manner consistent with the
compensation strategy of the Company.
On November 2, 2005 the Board of Directors adopted resolutions establishing
a nominating committee and approved a nominating committee formal written
charter. The nominating committee met one time during fiscal year 2007. A copy
of the nominating committee's charter is available to stockholders on the
Company's website, www.phazarcorp.com. The nominating committee uses established
policies and procedures for director nominations. The committee identifies
potential director candidates from a variety of sources, including
recommendations from current Directors or management, recommendations of
security holders, or any other source that the committee has deemed appropriate.
In considering candidates for the Board of Directors, the committee evaluates
the entirety of each candidate's credentials, such as (i) business or other
relevant experience; (ii) expertise, skills and knowledge; (iii) integrity and
reputation; (iv) the extent to which the candidate will enhance the objective of
having directors with diverse viewpoints and backgrounds, (v) willingness and
ability to commit sufficient time to Board responsibilities; and (vi)
qualification to serve on specialized board committees (such as the Audit
Committee).
The nominating committee will consider recommendations for director
candidates submitted in good faith by stockholders of the Company. A stockholder
recommending an individual for consideration by the nominating committee must
provide (i) evidence in accordance with Rule 14a-8 of the Exchange Act of
compliance with the stockholder eligibility requirements, (ii) the written
consent of the candidate(s) for nomination as a director, (iii) a resume or
other written statement of the qualifications of the candidate(s) for nomination
as a director and (iv) all information regarding the candidate(s) and the
stockholder that would be required to be disclosed in a proxy statement filed
with the SEC if the candidate(s) were nominated for election to the Board,
including, without limitation, name, age, business and residence address and
principal occupation or employment during the past five years. Stockholders
should send the required information to the Company at 101 S.E. 25th Avenue,
Mineral Wells, Texas 76067, Attention: Corporate Secretary.
In order for a recommendation to be considered by the Company for the 2008
Annual Meeting of Stockholders, the Company's Corporate Secretary must receive
the recommendation no later than 5:00 p.m. local time on June 30, 2008. Such
recommendations must be sent via registered, certified or express mail (or other
8
means that allows the stockholder to determine when the recommendation was
received by the Company). The Company's Corporate Secretary will send properly
submitted stockholder recommendations to the nomination committee for
consideration at a future meeting. Individuals recommended by stockholders in
accordance with these procedures will receive the same consideration as other
individuals evaluated by the nominating committee.
POLICY REGARDING DIRECTOR ATTENDANCE AT ANNUAL
STOCKHOLDERS MEETINGS
The Board of Directors encourages directors to attend the Company's Annual
Meeting of Stockholders, whether or not a meeting of the Board of Directors is
scheduled for the same date of the Annual Meeting. All of the members of the
Board of Directors attended the Company's Annual Meeting in 2006.
CODE OF ETHICS
We have adopted a code of ethics that applies to all of our officers and
directors. Our code of ethics has previously been filed as an exhibit to our
annual report on Form 10-KSB for the year ended May 31, 2004. The text of our
code of ethics is available to stockholders on the Company's website,
www.phazarcorp.com.
STOCKHOLDER COMMUNICATION WITH BOARD MEMBERS
The Board has adopted a procedure to enable our stockholders to contact
directors. Any director may be contacted by mail addressed to such director, in
care of the Secretary of the Company at the address on first page of this proxy
statement. All such correspondence should be addressed to the Director and
marked "Confidential-Stockholder Communication."
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.
Compensation for PHAZAR CORP audit committee member is set at $250 plus
100 shares of PHAZAR CORP common stock for each audit committee meeting
attended.
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The following table provides certain summary information with respect to
the named director, compensation information inclusive of fees paid to and
shares awarded to, all directors of the Company for fiscal year ended May 31,
2007.
- ------------------- ------ ------- ------- ---------- --------- ------- --------
Name Fees Non Non- All Total
Earned Stock Options Equity qualified Other ($)
or Awards Awards Incentive Deferred Compen-
Paid ($) ($) Plan Compen- sation
in Compen- sation ($)
Cash sation Earnings
($) ($) ($)
(a) (b) (c) (d) (e) (f) (g) (h)
- ------------------- ------ ------- ------- ---------- --------- ------- --------
James Miles $2,750 $ 7,539 $ 0 $ 0 $ 0 $ 0 $ 10,289
- ------------------- ------ ------- ------- ---------- --------- ------- --------
- ------------------- ------ ------- ------- ---------- --------- ------- --------
Clark D. Wraight $2,000 $ 5,120 $ 0 $ 0 $ 0 $ 0 $ 7,120
- ------------------- ------ ------- ------- ---------- --------- ------- --------
- ------------------- ------ ------- ------- ---------- --------- ------- --------
R. Allen Wahl* $3,250 $ 8,717 $ 0 $ 0 $ 0 $ 0 $ 11,967
- ------------------- ------ ------- ------- ---------- --------- ------- --------
- ------------------- ------ ------- ------- ---------- --------- ------- --------
James Kenney* $3,250 $ 8,717 $ 0 $ 0 $ 0 $ 0 $ 11,967
- ------------------- ------ ------- ------- ---------- --------- ------- --------
- ------------------- ------ ------- ------- ---------- --------- ------- --------
Gary W. Havener $2,000 $ 5,120 $ 0 $ 0 $ 0 $ 0 $ 7,120
- ------------------- ------ ------- ------- ---------- --------- ------- --------
- ------------------- ------ ------- ------- ---------- --------- ------- --------
Dennis Maunder* $2,000 $ 4,604 $ 0 $ 0 $ 0 $ 0 $ 6,604
- ------------------- ------ ------- ------- ---------- --------- ------- --------
- ------------------- ------ ------- ------- ---------- --------- ------- --------
Vernon Bryant, Jr.* $1,250 $ 2,903 $ 0 $ 0 $ 0 $ 0 $ 4,153
- ------------------- ------ ------- ------- ---------- --------- ------- --------
*Member of Audit Committee
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, 2007; all Section 16(a) filing
requirements applicable to its officers, directors and ten-percent shareholders
have been filed.
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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, 2008.
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 2007, the Company paid Weaver & Tidwell, L.L.P. fees in
the aggregate amount of approximately $66,280. Of this amount, approximately
$57,300 were fees for the fiscal year 2006 year end audit and quarterly services
for fiscal year 2007.
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 2007.
All Other Fees
Weaver & Tidwell, L.L.P. rendered other services consisting primarily of
tax consulting, due diligence assistance 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 2007 were $8,980.
DEADLINE FOR STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the Annual Meeting in
October, 2008, must be received by the Company not later than June 30, 2008, 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.
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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
James Miles
President
September 14, 2007
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
Proxy Services
%Computershare Investor Services
P O Box 43101
Providence RI 02940-5067
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PHAZAR CORP
Audit Committee Charter
June 13, 2000
Revised August 21, 2001
The audit committee of the Board of Directors ("the Board") of PHAZAR CORP ("the
Company") will have the oversight responsibility, authority and specific duties
as described below. The charter is to be published as an appendix to the proxy
statement every three years.
COMPOSITION
The audit committee will be comprised of three or more directors as determined
by the Board. The members of the audit committee will meet the requirements of
the Nasdaq independent director and audit committee requirements. The members of
the audit committee will be elected annually at the organizational meeting of
the full Board held in October and will be listed in the annual report to
shareholders. One of the members of the audit committee will be elected
committee chair by the Board.
RESPONSIBILITY
The audit committee is a part of the Board. It's primary function is to assist
the Board in fulfilling its oversight responsibilities with respect to (i) the
annual financial information to be provided to shareholders and the Securities
and Exchange Commission (SEC); (ii) the system of internal controls that
management has established; and (iii) the external audit process. In addition,
the audit committee provides an avenue for communication between the independent
accountants, financial management and the Board. The audit committee should have
a clear understanding with the independent accountants that they must maintain
an open and transparent relationship with the audit committee, and that the
ultimate accountability of the independent accountants is to the Board and the
audit committee. The audit committee will make regular reports to the Board
concerning its activities.
While the audit committee has the responsibilities and powers set forth in this
charter, it is not the duty of the audit committee to plan or conduct audits or
to determine that the Company's financial statements are complete and accurate
and are in accordance with generally accepted accounting principles. This is the
responsibility of management and the independent auditor. Nor is it the duty of
the audit committee to conduct investigations, to resolve disagreements, if any,
between management and the independent auditor or to assure compliance with laws
and regulations and the Company's business conduct guidelines.
AUTHORITY
Subject to the prior approval of the Board, the audit committee is granted the
authority to investigate any matter or activity involving financial accounting
and financial reporting, as well as the internal controls of the Company. In
that regard, the audit committee will have the authority to approve the
retention of external professionals to render advice and counsel in such
matters. All employees will be directed to cooperate with respect thereto as
requested by members of the audit committee.
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Page Two
Audit Committee Charter
June 13, 2000
Revised August 21, 2001
MEETINGS
The audit committee is to meet at least once each year and as many additional
times as the audit committee deems necessary. Content of the agenda for each
meeting should be cleared by the audit committee chair. The audit committee is
to meet in separate executive sessions with the chief financial officer and the
independent accountants at least once each year and at other times when
considered appropriate.
ATTENDANCE
Audit committee members will strive to be present at all meetings. As necessary
or desirable, the audit committee chair may request that members of management
and representatives of the independent accountants be present at audit committee
meetings.
SPECIFIC DUTIES
In carrying out its oversight responsibilities, the audit committee will:
1. Review and reassess the adequacy of this charter annually and recommend
any proposed changes to the Board for approval. This should be done in
compliance with all applicable Nasdaq Audit Committee Requirements.
2. Review with the Company's management and independent accountants the
Company's accounting and financial reporting controls. Obtain annually
in writing from the independent accountants their letter as to the
adequacy of such controls.
3. Review with the Company's management and independent accountant's
significant accounting and reporting principles, practices and
procedures applied by the Company in preparing its financial
statements. Discuss with the independent accountants their judgments
about the quality, not just the acceptability, of the Company's
accounting principles used in financial reporting.
4. Review the scope and general extent of the independent accountants'
annual audit. The audit committee's review should include an
explanation from the independent accountants of the factors considered
by the accountants in determining the audit scope, including the major
risk factors. The independent accountants should confirm to the audit
committee that no limitations have been placed on the scope or nature
of their audit procedures. The audit committee will review annually
with management the fee arrangement with the independent accountants.
5. Inquire as to the independence of the independent accountants and
obtain from the independent accountants, at least annually, a formal
written statement delineating all relationships between the independent
accountants and the Company as contemplated by Independence Standards
Board Standard No. 1, Independence Discussions with Audit Committees.
13
Page Three
Audit Committee Charter
June 13, 2000
Revised August 21, 2001
6. Have a predetermined arrangement with the independent accountants that
they will advise the audit committee through its chair and management
of the Company of any matters identified through procedures followed
for interim quarterly financial statements, and that such notification
as required under standards for communication with audit committees is
to be made prior to the related press release and prior to filing Forms
10-QSB.
7. At the completion of the annual audit, review with management and the
independent accountants the following:
- The annual financial statements and related footnotes and financial
information to be included in the Company's annual report to
shareholders and on form 10-KSB.
- Results of the audit of the financial statements and the related
report thereon and, if applicable, a report on changes during the
year in accounting principles and their application
- Significant changes to the audit plan, if any, and any serious
disputes or difficulties with management encountered during the
audit. Inquire about the cooperation received by the independent
accountants during their audit, including access to all requested
records, data and information. Inquire of the independent
accountants whether there have been any disagreements with
management, which, if not satisfactorily resolved, would have
caused them to issue a nonstandard report on the Company's
financial statements.
- Other communications as required to be communicated by the
independent accountants by Statement of Auditing Standards (SAS) 61
as amended by SAS 90 relating to the conduct of the audit. Further,
receive a written communication provided by the independent
accountants concerning their judgment about the quality of the
Company's accounting principles, as outlined in SAS 61 as amended
by SAS 90, and that they concur with management's representation
concerning audit adjustments.
8. Discuss with the independent accountants the quality of the Company's
financial and accounting personnel. Also, elicit the comments of
management regarding the responsiveness of the independent accountants
to the Company's needs.
9. Meet with management and the independent accountants to discuss any
relevant significant recommendations that the independent accountants
may have, particularly those characterized as `material' or `serious'.
Typically, such recommendations will be presented by the independent
accountants in the form of a Letter of Comments and Recommendations to
the audit committee.
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Page Four
Audit Committee Charter
June 13, 2000
Revised August 21, 2001
The audit committee should review responses of management to the Letter
of Comments and Recommendations from the independent accounts and
receive follow-up reports on action taken concerning the aforementioned
recommendations.
10. Recommend to the Board the selection, retention or termination of the
Company's independent accountants.
11. Review with management and the independent accountants the methods used
to establish and monitor the Company's policies with respect to
unethical or illegal activities by Company employees that may have a
material impact on the financial statements.
12. Generally as part of the review of the annual financial statements,
receive an oral report(s), at least annually, from the Company's
general counsel concerning legal and regulatory matters that may have a
material impact on the financial statements.
13. As the audit committee may deem appropriate, obtain, weigh and consider
expert advice as to the audit committee related rules of Nasdaq,
Statements on Auditing Standards and other accounting, legal and
regulatory provisions.
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