PHAZAR CORP
101 SE 25th Avenue
Mineral Wells, Texas 76067
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 14, 2008
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,
Suite 100, Fort Worth, Texas, on Tuesday, October 14, 2008 at 10:00 a.m. for the
following purposes:
1) To elect six 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 2009;
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 2, 2008 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, 2008
is being mailed to stockholders with this proxy statement.
By the Order of the Board of Directors
Clark D. Wraight
Vice President
-----------
September 15, 2008
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.
PHAZAR CORP
101 SE 25th Avenue
Mineral Wells, Texas 76067
PROXY STATEMENT
Annual Meeting of Stockholders to be held October 14, 2008
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 14, 2008 at the National Depository Office, 405 W. Loop 820
South, Suite 100, 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 15, 2008.
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 2,
2008 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 2, 2008 is 2,363,028, 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
Six (6) 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 by-laws allow from one to twelve
directors. It is the intention of the persons named in the accompanying form of
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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 six 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 68 President, Sinan Corp.; Past Chief
Executive Officer, PHAZAR CORP January 1992
Clark D. Wraight 64 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 80 Independent Business Consultant and
Past President & COO of Valmont
Industries October 1999
James Kenney 67 Account Executive, Baldwin Anthony
Securities Inc. Past Executive Vice
President and Owner San Jacinto
Securities, Inc. November 1999
Dennis M. Maunder 57 Past Chief Financial Officer, Shared
Technologies Inc.; Controller,
Allegiance Telecom, Inc. October 2006
Garland P. Asher 64 President and Chief Executive Officer of
PHAZAR CORP, Past Director and Chairman
of Audit Committee, Universal Power
Group, Inc., Past President and COO of
Integration Concepts, Inc. October 2007
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.
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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 served from December, 2006 to August 2008 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.
SECURITY OWNERSHIP
The following table sets forth the beneficial ownership of the Company's
Common Stock as of September 2, 2008, (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.
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Name and Address Shares Owned Directly Percent of
of Beneficial Owners (1) and Indirectly Class (2)
- ------------------------ --------------------------- ---------
Gary W. Havener (3) 105,200 4.45%
Sinan Corp.
StreetP.O. Box 121969
Fort Worth, TX 76121
R. Allen Wahl 4,600 0.20%
13 Collinway Place
Dallas, TX 75230
Clark D. Wraight 114,000 4.82%
Antenna Products Corporation
101 S.E. 25th Ave.
Mineral Wells, TX 76067
James Kenney 6,500 0.28%
4131 N. Central Expressway,
Suite 930
Dallas, TX 75204
Dennis Maunder 3,800 0.16%
401 Baker Cutoff Road
Weatherford, TX 76087
Garland P. Asher 2,200 0.09%
2300 Mistletoe Drive
Fort Worth, TX 76110
Deborah A. Inzer 0 0.00%
Antenna Products Corporation
101 S.E. 25th Avenue
Mineral Wells, TX 76067
All directors and officers 236,300 10.00%
of PHAZAR CORP
as a group (seven 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 StateplaceTexas laws for personal holding companies, as
applicable.
(2) Based on total outstanding shares of 2,363,028 as of September 2, 2008.
(3) Sinan Corp., wholly owned by Mr. Havener and his children, owns of
record 100,000 of these shares representing 4.23% 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 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, 2008.
James Miles, President and CEO, resigned on July 11, 2008 to seek other
personal business opportunities. On September 9, 2008, the Board of Directors
elected Garland P. Asher Chairman of the Board, President and CEO of PHAZAR
CORP. Under the terms of his employment agreement, Mr. Asher shall receive a
salary of $171,000 per year as an employee of the Company's wholly owned
subsidiary, Antenna Products Corporation and participate in its employee benefit
plans. In addition, Mr. Asher was granted options to purchase 160,000 shares of
common stock of the Company under the Company's 2006 Incentive Stock Option
Plan. The options shall vest and become exercisable contingent upon the Company
achieving certain sales and pretax income levels over a six year period.
- --------------------------------------------------------------------------------
SUMMARY COMPENSATION TABLE
- --------------------------------------------------------------------------------
Name & Principal Position Annual Compensation
- -------------------------- ------------ ---------------------------------------
Fiscal Year Other Annual
Ended May 31 Salary ($) Bonus ($) Compensation ($)
- -------------------------- ------------ ---------- --------- ----------------
James Miles 2008 $ 0 $ 0 $ 98,000(1)
President and CEO $ 23,786(2)
- -------------------------- ------------ ---------- --------- ----------------
Clark D. Wraight 2008 $ 0 $ 0 $ 138,914(3)
Vice President
- -------------------------- ------------ ---------- --------- ----------------
Clark D. Wraight 2007 $ 0 $ 0 $ 134,197(3)
Vice President
- -------------------------- ------------ ---------- --------- ----------------
Clark D. Wraight 2006 $ 0 $ 0 $ 129,043(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
- -------------------------- ------------ ---------- --------- ----------------
(1) Director's Fee - Sole Director, Antenna Products Corporation
(2) Interim Housing Reimbursement
(3) Annual Compensation - President, Antenna Products Corporation
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BOARD MEETINGS AND COMMITTEES
The Board of Directors of the Company held six meetings in the fiscal
year ended May 31, 2008.
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 Dennis Maunder and R. Allen Wahl each received 1,200
shares of PHAZAR CORP common stock. Garland P. Asher received 800 shares of
PHAZAR common stock. Also, as partial consideration for attending the PHAZAR
CORP audit committee meetings, Dennis Maunder and R. Allen Wahl each received an
additional 800 shares of PHAZAR CORP common stock. James Kenney received an
additional 600 shares of PHAZAR CORP common stock and Garland P. Asher received
an additional 400 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, Dennis Maunder and Garland P. Asher. On September 9, 2008, Mr. Asher
resigned from these committees upon his election as President and CEO. 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 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 eight meetings in fiscal year 2008 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.
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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, 2008 for filing with the Securities and Exchange Commission.
The compensation committee held three meetings in fiscal year 2008. 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 2008.
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
2009 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, 2009.
Such recommendations must be sent via registered, certified or express mail (or
other means that allows the stockholder to determine when the recommendation was
received by the Company). The Company's Corporate Secretary will send properly
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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. Six of the
members of the Board of Directors attended the Company's Annual Meeting in 2007.
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 also 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 $250 plus
100 shares of PHAZAR CORP common stock for each audit committee meeting
attended.
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The following table provides certain summary information with respect
to the named director, compensation information inclusive of fees paid to and
shares awarded to, all directors of the Company for fiscal year ended May 31,
2008.
- --------------------- --------- --------- ---------- ------------- -------------- -------------- -----------
Name Fees Non Equity Nonqualified All Other Total
Earned Stock Options Incentive Deferred Compensation ($)
or Paid Awards Awards Plan Compensation ($)
in Cash ($) ($) Compensation Earnings
($) ($) ($)
(a) (b) (c) (d) (e) (f) (g) (h)
- --------------------- --------- --------- ---------- ------------- -------------- -------------- -----------
James Miles $ 3,000 $ 8,350 $ 0 $ 0 $ 0 $ 0 $ 11,350
- --------------------- --------- --------- ---------- ------------- -------------- -------------- -----------
Clark D. Wraight $ 3,000 $ 8,350 $ 0 $ 0 $ 0 $ 0 $ 11,350
- --------------------- --------- --------- ---------- ------------- -------------- -------------- -----------
R. Allen Wahl* $ 5,000 $13,836 $ 0 $ 0 $ 0 $ 0 $ 18,836
- --------------------- --------- --------- ---------- ------------- -------------- -------------- -----------
James Kenney* $ 4,500 $12,616 $ 0 $ 0 $ 0 $ 0 $ 17,116
- --------------------- --------- --------- ---------- ------------- -------------- -------------- -----------
Gary W. Havener $ 3,000 $ 8,350 $ 0 $ 0 $ 0 $ 0 $ 11,350
- --------------------- --------- --------- ---------- ------------- -------------- -------------- -----------
Dennis Maunder* $ 5,000 $13,836 $ 0 $ 0 $ 0 $ 0 $ 18,836
- --------------------- --------- --------- ---------- ------------- -------------- -------------- -----------
Garland P. Asher $ 3,000 $ 7,943 $ 0 $ 0 $ 0 $ 0 $ 10,493
- --------------------- --------- --------- ---------- ------------- -------------- -------------- -----------
*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, 2008; 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, 2009.
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 2008, the Company paid Weaver & Tidwell, L.L.P. fees
in the aggregate amount of approximately $68,680. Of this amount, approximately
$60,500 were fees for the fiscal year 2007 year end audit and quarterly services
for fiscal year 2008.
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 2008.
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 2008 were $8,180.
DEADLINE FOR STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the Annual
Meeting in October, 2009, must be received by the Company not later than June
30, 2009, 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
Clark D. Wraight
Vice President
September 15, 2008
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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