UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
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|_| Preliminary Proxy Statement
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PHAZAR CORP
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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PHAZAR CORP
101 SE 25th Avenue
Mineral Wells, Texas 76067
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Date: Tuesday, October 13, 2009
Time: 10:00 a.m. CDT
Place: National Depository Office
405 W. Loop 820 South
Suite 100
Fort Worth, Texas
Purpose: To elect five directors to serve for the ensuing year and until their
respective successors are elected
To ratify the appointment of Weaver and Tidwell, L.L.P. as the
independent public auditors for FY 2010
To ratify the adoption of the PHAZAR CORP 2009 Equity Incentive Plan
("Plan") which was adopted by the Board of Directors on April 8, 2009
and the issuance of up to 273,600 $.01 par value common shares
pursuant to the 2009 Equity Incentive Plan
To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
Record You may vote if you were a stockholder of record of our common stock
Date: on September 2, 2009.
Proxy Your vote is important. You may vote in one of two ways: (1) in person
Voting: at the meeting, or (2)by signing, dating and returning your proxy card
to the Company.
On behalf of the Board of Directors
/s/ Garland P. Asher
----------------------------------------
Garland P. Asher
Chairman
Mineral Wells, Texas
September 11, 2009
PHAZAR CORP
2009 Annual Shareholder Meeting Proxy Notice Page 1 of 34
PROXY STATEMENT
Your proxy is being solicited by the Board of Directors of PHAZAR CORP, a
Delaware corporation, for use at the 2009 Annual Meeting of the Stockholders.
The Annual Meeting will be held on Tuesday, October 13, 2009, at 10 AM. CDT, at
National Depository Office, 405 W. Loop 820 South, Suite 100, Fort Worth, Texas.
This proxy statement and the accompanying proxy card contain information about
the items you will vote on at the annual meeting. We will begin mailing these
documents to stockholders on or about September 11, 2009.
FREQUENTLY ASKED QUESTIONS AND ANSWERS
What is the purpose of the annual meeting?
At the annual meeting, stockholders will vote upon the matters described in
the accompanying notice of meeting. Although the Board of Directors knows of no
other business to come before the annual meeting, the person named in the proxy
card intends to vote on any such new matters in accordance with their best
judgment. Adjournments and postponements of the annual meeting may be made for
the purpose of, among other things, soliciting additional proxies. Any
adjournment may be made from time to time by approval of the holders of common
stock representing a majority of the vote present in person or by proxy at the
annual meeting, whether or not a quorum exists, without further notice other
than by an announcement made at the annual meeting.
Why am I receiving this Proxy Statement?
You are receiving this proxy statement and the enclosed proxy card because
you owned shares of common stock of PHAZAR CORP on September 2, 2009, the record
date. This Proxy Statement describes the proposals on which you, as a
stockholder, may vote. It also gives you information on this proposal and
certain other information in order that you may make an informed decision.
What does it mean if I receive more than one proxy card?
If your shares are registered differently and are in more than one account,
you will receive more than one proxy card. Please sign and return all proxy
cards to be certain that all your shares are voted. You may wish to consider
consolidating as many accounts as possible under the same name and address. We
recommend that you contact PHAZAR CORP's transfer agent, Computershare Investor
Services, L.L.C., P.O. Box 2000, Bedford Park, IL. 60499-9910, to assist you in
combining multiple accounts that you may have.
Who may vote and how many votes do I have?
You may vote in person at the Annual Meeting, or vote by proxy, if you
owned shares of PHAZAR CORP's common stock at the close of business on the
record date, September 2, 2009. Each share of common stock that you owned on the
record date entitles you to one vote on each proposal that is voted on by the
stockholders. On the record date, there were 2,298,337 shares of common stock
outstanding.
How do I vote before the meeting?
PHAZAR CORP
2009 Annual Shareholder Meeting Proxy Notice Page 2 of 34
You may vote before the meeting, as explained in the detailed instructions
on your proxy card by completing, signing and returning the enclosed proxy card
provided with this proxy statement.
How does the Board of Directors recommend that I vote?
The Board of Directors recommends that you vote your shares "FOR" each of
the items on the accompanying Notice of Annual Meeting of Stockholders.
Can I vote at the Annual Meeting?
Shares registered directly in your name as the stockholder of record may be
voted in person at the Annual Meeting. Even if you plan to attend the meeting,
we encourage you to vote your shares by proxy. You may still vote your shares in
person at the meeting, even if you have previously voted by proxy, by revoking
your proxy.
Will my shares be voted if I do not sign and return my proxy card?
If your shares are registered in your name and you do not sign and return
your proxy card nor attend the meeting in person, your shares will not be voted.
Can I change my mind after I have voted?
You may revoke your proxy (that is, cancel it) and change your vote at any
time prior to the Annual Meeting by:
o Completing, signing and returning another proxy card that is dated
after the date of your earlier proxy card. Only the latest proxy card
will be counted.
o Sending a written notice to our Corporate Secretary that you are
revoking your proxy. Such notice must be received prior to the Annual
Meeting.
o Attending the Annual Meeting and voting in person.
If you do not properly revoke your proxy, the previously submitted properly
executed proxy will be voted as you specified in your earlier proxy.
What is the effect of signing and returning my proxy card?
When you sign and return the proxy card, you appoint Garland P. Asher as
your representative at the Annual Meeting. Mr. Asher will vote your shares at
the Annual Meeting as you have instructed them on your proxy card. In this way,
your shares will be voted whether or not you attend the Annual Meeting. Even if
you plan to attend the Annual Meeting, we encourage you to vote in advance of
the Annual Meeting just in case your plans change. You may vote in person at the
Annual Meeting, even if you have already sent in your proxy card.
If you sign and return your proxy card, but do not indicate on the proxy
card how you want your votes cast, Mr. Asher will vote your shares FOR all of
the nominees for director and FOR each of the items on the accompanying notice
of meeting.
PHAZAR CORP
2009 Annual Shareholder Meeting Proxy Notice Page 3 of 34
How will votes be counted?
The Corporate Secretary will tabulate the votes.
How many votes are needed to hold the Annual Meeting and properly conduct
business?
In order to hold the Annual Meeting and properly conduct business, a
quorum, or a majority of the shares entitled to vote as of September 2, 2009,
must be present at the meeting. Shares will be counted as present at the meeting
if the stockholder is either present in person at the meeting or has properly
submitted a proxy card.
How many votes are needed to elect directors?
All nominees receiving a plurality of affirmative votes of the shares of
PHAZAR CORP's common stock will be elected as directors. Cumulative voting is
not permitted. You may vote "FOR" all of the nominees or you may "WITHHOLD
AUTHORITY" to vote for a particular nominee or nominees. Unless you mark
"WITHHOLD AUTHORITY" to vote for a particular nominee or nominees, your proxy
will be voted "FOR" each of the director nominees named in this proxy statement.
Abstentions will not be counted for this purpose.
Do the Directors attend the Annual Meeting?
It is our policy that all directors attend our Annual Meetings, and all
directors, subject to illness or an unavoidable schedule conflict, are expected
to attend the 2009 Annual Meeting. If necessary, we will allow directors to
attend our Annual Meeting via telephone.
How many votes are required to approve other matters that may come before the
stockholders at the meeting?
An affirmative vote of a majority of the votes cast at the Annual Meeting
is required for all items presented. Abstentions are counted as votes cast, and
therefore have the same effect as votes cast against the approval of any of
these items.
How many shares can be voted at the Annual Meeting?
As of the record date, there were 2,298,337 shares of common stock
outstanding.
Who pays for the solicitation of proxies?
PHAZAR CORP will pay the cost of soliciting proxies.
What should I do if I have questions about the Annual Meeting or the proxy?
If you have questions about the Annual Meeting or your proxy, please
contact Deborah Inzer, Secretary, 101 SE 25th Avenue, Mineral Wells, Texas
76067, phone number (940) 325-3301.
PHAZAR CORP
2009 Annual Shareholder Meeting Proxy Notice Page 4 of 34
BUSINESS OF THE MEETING
There are three matters being presented for consideration by the
stockholders at the Annual meeting.
PROPOSAL 1: ELECTION OF DIRECTORS
General
PHAZAR CORP's Bylaws provide that at each annual meeting of stockholders,
the directors be elected by a plurality vote (cumulative voting is not
permitted) for a term ending with the next annual meeting and such directors
shall hold office until their successors are elected and qualified.
All of the proposed directors are incumbents. The Board of Directors
recommends their election.
Each nominee has consented to being named as a nominee and to serve, if
elected. While it is not expected that any of the nominees will be unable to
qualify or accept office, if for any reason one or more are unable to do so, the
proxies will be voted for substitute nominees selected by our Board of
Directors.
INFORMATION WITH RESPECT TO NOMINEES
The following sets forth certain information with respect to director
nominees, all of whom are current board members.
Nominees for Director
Garland P. Asher Chairman. Mr. Asher was appointed Chairman, President and
(Age 65) Chief Executive Officer of PHAZAR CORP on September 9, 2008.
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 from 2006 to 2008. Mr. Asher served as
President and COO of Integration Concepts, Inc., a healthcare
software company, from September 1999 through June 2004.
Gary W. Havener Director. Mr. Havener served as the President of PHAZAR CORP
(Age 69) 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.
PHAZAR CORP
2009 Annual Shareholder Meeting Proxy Notice Page 5 of 34
R. Allen Wahl Director. Mr. Wahl was President and COO of Valmont Industries
(Age 81) 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.
James Kenney Director. Mr. Kenney has served as an account executive at
(Age 68) Baldwin Anthony Securities, Inc. since February, 2009. Mr.
Kenney served as Executive Vice President and owner of San
Jacinto Securities, an institutional stock brokerage firm from
1993 until February, 2009.
Dennis M. Maunder Director. Mr. Maunder served as Vice President, Controller of
(Age 58) 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.
The Board of Directors recommends a vote FOR the election of the foregoing
nominees as the Board of Directors of PHAZAR CORP.
Vote Required
The foregoing nominees shall be elected to PHAZAR CORP's Board of Directors
by a plurality of the shares of PHAZAR CORP's common stock, present in person or
represented by proxy, and entitled to be voted at the meeting.
PROPOSAL 2: 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, 2010.
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.
PHAZAR CORP
2009 Annual Shareholder Meeting Proxy Notice Page 6 of 34
The Board of Directors recommends a vote FOR the approval and ratification
of the above-referenced appointment of independent auditors.
Vote Required
The approval of the issuance of the above-described appointment of
independent auditors requires the affirmative vote of a majority of the votes
cast, in person or by proxy, at the meeting. The number of shares of common
stock that may be voted on this proposal is the 2,298,337 shares of common stock
outstanding on the record date.
PROPOSAL 3: TO RATIFY THE ADOPTION OF THE PHAZAR CORP 2009 EQUITY
INCENTIVE PLAN AND ISSUANCE OF UP TO 273,600 $.01 PAR VALUE COMMON
STOCK AS STATED IN THE PHAZAR CORP 2009 EQUITY INCENTIVE PLAN
On April 8, 2009, the Board of Directors of PHAZAR CORP (the "Company")
adopted the 2009 Equity Incentive Plan ("Plan") and on April 27, 2009 the 2009
Plan was attached as Exhibit 10.1 in the Company's Form S-8 filed with the
Securities and Exchange Commission (See attached copy of the 2009 Equity
Incentive Plan).
Purpose
The purpose of the Plan is to provide incentives to attract, retain and
motivate eligible participants whose present and potential contributions are
important to the success of the Company and Subsidiaries, by offering them an
opportunity to participate in the Company's future performance through awards of
Options, the right to purchase Common Stock and Stock Bonuses. Options granted
under the 2009 Plan may be either incentive stock options or non-statutory stock
options. The Company must obtain shareholder approval for the 2009 Plan by no
later than April 8, 2010 (twelve months from the date of the plan) in order for
any options granted under the plan to qualify as an incentive stock option.
Underlying Shares
A total of 273,600 common shares are reserved for issuance under the 2009
Equity Incentive Plan and available for option grants, subject to adjustments
provided in the 2009 Plan. If any options granted under the plan are forfeited
for any reason before they have been exercised, vested or exercised in full, the
unused shares subject to those expired, terminated or forfeited options will
again be available for purposes of the plan. No options may be granted after
April 8, 2020 the termination date for the plan.
Administration and Amendment to Plan
The Plan will be administered and interpreted by the Board of Directors.
The Plan may be amended or terminated in any respect, provided, however, that
the Board of Directors will not, amend the Plan in any manner that requires
shareholder approval without such approval.
Shareholders are being asked to ratify the 2009 Plan. As of the record date
the Company has not granted any options to purchase shares of common stock under
the 2009 Incentive Stock Option Plan.
PHAZAR CORP
2009 Annual Shareholder Meeting Proxy Notice Page 7 of 34
The Board of Directors recommends a vote FOR the approval and ratification
of the Amendment to the Certificate of Incorporation.
Vote Required
The approval of the issuance of the above-described approval and
ratification of the PHAZAR CORP 2009 Equity Incentive Plan requires the
affirmative vote of a majority of the votes cast, in person or by proxy, at the
meeting. The number of shares of common stock that may be voted on this proposal
is the 2,298,337 shares of common stock outstanding on the record date.
MATTERS RELATING TO CORPORATE GOVERNANCE, BOARD STRUCTURE,
DIRECTOR COMPENSATION AND STOCK OWNERSHIP
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.
Director Independence
Effective May 31, 2009, Mr. Clark D. Wraight resigned as a Director of
PHAZAR CORP and all officer positions per the Form 8-K filed May 13, 2009.
Previously, on December 16, 2008, NASDAQ gave notice to the Company of
non-compliance with listing standards due to lacking a majority of independent
directors and provided until October 14, 2009 to return to compliance. With Mr.
Wraight's resignation as a director, the Company now has a majority of
independent directors and has obtained compliance with the number of independent
directors listing standard.
The board has determined that all the current members of the Board of
Directors are independent with the exception of Gary W. Havener and Garland P.
Asher. All directors serving on committees are independent.
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 2008.
Board Meetings and Committees
The Board of Directors of the Company held nine meetings in the fiscal year
ended May 31, 2009.
As partial consideration for attending the PHAZAR CORP Board of Directors'
meetings, Gary W. Havener, Clark D. Wraight, James Kenney, R. Allen Wahl,
Garland P. Asher and Dennis Maunder each received 1,600 shares of PHAZAR CORP
common stock and the Company accrued a liability of an additional 200 shares
each in unissued stock to these Directors. James Miles received 200 shares of
PHAZAR CORP common stock. Also, as partial consideration for attending the
PHAZAR CORP
2009 Annual Shareholder Meeting Proxy Notice Page 8 of 34
PHAZAR CORP Audit Committee meetings, James Kenney and Dennis Maunder each
received an additional 800 shares of PHAZAR CORP common stock. R. Allen Wahl
received an additional 700 shares of PHAZAR CORP common stock and Garland P.
Asher received an additional 400 shares of PHAZAR CORP common stock. The Company
also accrued a liability of an additional 100 shares each in unissued stock to
these directors for an audit committee meeting.
All the issued shares referenced in the preceding paragraph were included
in a now-effective Form S-3 registration statement filed with the Securities and
Exchange Commission on April 24, 2009. The Company anticipates that the accrued
but unissued shares will be issued shortly after shareholder approval of its
2009 Equity Compensation Plan and may be included as shares issued under a Form
S-8 registration statement filed with the Securities and Exchange Commission on
April 27, 2009.
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. Due to the small number
of shares involved as compensation for each meeting, the Company may seek to
mitigate share issuance and transferability costs by accruing the liability to
issue shares and then issuing share certificates for the accrued shares
periodically or as demanded by the relevant director.
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,
2009.
PHAZAR CORP
2009 Annual Shareholder Meeting Proxy Notice Page 9 of 34
- -------- ------- -------- ------- ---------- ------------ ------- --------
Non Equity Nonqualified
Fees Incentive Deferred All
Earned Plan Compen- Other
or Paid Stock Options Compen- sation Compen-
Name in Cash Awards Awards sation Earnings sation Total
- -------- ------- -------- ------- ---------- ------------ ------- --------
James $ 500 $ 1,190 $ 0 $ 0 $ 0 $ 0 $ 1,690
Miles
- -------- ------ ------- ------- ---------- ------------ ------ -------
Clark D. $4,500 $ 7,308 $ 0 $ 0 $ 0 $ 0 $11,808
- -------- ------ ------- ------- ---------- ------------ ------ -------
R. Allen $6,500 $10,271 $ 0 $ 0 $ 0 $ 0 $16,771
Wahl
- -------- ------ ------- ------- ---------- ------------ ------ -------
James $6,750 $10,873 $ 0 $ 0 $ 0 $ 0 $17,623
Kenney
- -------- ------ ------- ------- ---------- ------------ ------ -------
Gary W. $4,500 $ 7,308 $ 0 $ 0 $ 0 $ 0 $11,808
Havener
- -------- ------ ------- ------- ---------- ------------ ------ -------
Dennis $6,750 $10,873 $ 0 $ 0 $ 0 $ 0 $17,623
Maunder
- -------- ------ ------- ------- ---------- ------------ ------ -------
Garland $5,500 $ 9,560 $ 0 $ 0 $ 0 $9,380 $24,440
Asher
- -------- ------ ------- ------- ---------- ------------ ------ -------
The Audit Committee members are Mr. Wahl, Mr. Kenney, and Mr. Maunder
Certain Relationships and Related Party Transactions
During the fiscal year ended May 31, 2009, we did not enter into any
transactions with any of our officers, directors or shareholders owning 5% or
more of our common stock or any immediate family members of such persons in
which the amount involved exceeded $120,000. In addition, we are not currently
planning to enter into any such transaction or series of similar transactions.
Director Nomination Process
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 did not meet during fiscal year 2009, however
the committee did meet on August 12, 2009 to recommend re-election of the
existing five directors to serve for the ensuing year and until their respective
successors are elected. 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
PHAZAR CORP
2009 Annual Shareholder Meeting Proxy Notice Page 10 of 34
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.
Nominees for Election at the 2009 Annual Meeting
No nominee for election to the board of directors at our 2009 Annual
Meeting of Shareholders was recommended by shareholders or groups of
shareholders owning more than 5% of our common stock.
Security Ownership
The following table sets forth the beneficial ownership of the Company's
Common Stock as of September 2, 2009, (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)
- ------------------------ --------------------- ----------
Gary W. Havener (3) 149,850 6.52%
Sinan Corp.
P.O. Box 121969
Fort Worth, TX 76121
R. Allen Wahl 6,600 0.29%
13 Collinway Place
Dallas, TX 75230
James Kenney 8,500 0.37%
4131 N. Central Expressway,
Suite 930
Dallas, TX 75204
Dennis Maunder 5,800 0.25%
401 Baker Cutoff Road
Weatherford, TX 76087
PHAZAR CORP
2009 Annual Shareholder Meeting Proxy Notice Page 11 of 34
Garland P. Asher 28,262 1.23%
101 S.E. 25th Avenue
Mineral Wells, TX 76067
Deborah A. Inzer 3,000 0.13%
Antenna Products Corporation
101 S.E. 25th Avenue
Mineral Wells, TX 76067
Name and Address Shares Owned Directly Percent of
of Beneficial Owners (1) and Indirectly Class (2)
- ------------------------ --------------------- ----------
All directors and 202,012 8.79%
officers of PHAZAR CORP
as a group (six persons)
Clark D. Wraight (4) 132,020 5.74%
301 NW 4th Avenue
Mineral Wells, TX 76067
(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 2,298,337 as of September 2,
2009.
(3) Sinan Corp., wholly owned by Mr. Havener and his children, owns of
record 100,000 of these shares representing 4.35% 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.
(4) Mr. Wraight owns of record 132,020 of these shares representing
5.74% of the total outstanding shares.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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, 2009; all Section 16(a) filing
requirements applicable to its officers, directors and ten-percent shareholders
have been filed.
PHAZAR CORP
2009 Annual Shareholder Meeting Proxy Notice Page 12 of 34
EXECUTIVE COMPENSATION
The individuals who served as the Company's President, Chief Executive
Officer, Chief Financial Officer and Vice President during fiscal year 2009 are
referred to as the "named executive officers" throughout this proxy statement.
Compensation Table
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 $100,000 (collective, the "named officers") for fiscal year
ended May 31, 2009.
SUMMARY COMPENSATION TABLE
Name & Principal Annual Compensation
Position
- ------------------------- ------------- ------------ --------- ----------------
Fiscal Year Other Annual
Ended May 31, Salary ($) Bonus ($) Compensation ($)
- ------------------------- ------------- ------------ --------- ----------------
Garland P. Asher 2009 $117,802(3) $ 0 $ 9,380
President and CEO
- ------------------------- ------------- ------------ --------- ----------------
James Miles 2009 $ 0 $ 0 $24,500(1)
President and CEO $10,000(2)
2008 $ 0 $ 0 $98,000(1)
$22,674(2)
- ------------------------- ------------- ------------ --------- ----------------
Clark D. Wraight 2009 $138,353(3) $ 0 $ 0
Vice President
2008 $138,914(3) $ 0 $ 0
- ------------------------- ------------- ------------ --------- ----------------
Deborah A. Inzer 2009 $115,075 $ 0 $ 0
Chief Financial Officer
- ------------------------- ------------- ------------ --------- ----------------
(1) Director's Fee - Sole Director, Antenna Products Corporation
(2) Interim Housing Reimbursement
(3) Annual Compensation - President and CEO, Antenna Products Corporation
Grants of Plan Based Awards
The following information is provided with regards to equity awards made to
each of the named executive officers under our 2006 Incentive Stock Option Plan:
In 2008, the Board approved options to purchase 30,000 shares of common
stock at $5.70 per share to Deborah A. Inzer, Chief Financial Officer. The
options are exercisable at a rate of 6,000 shares per year over a five year
period. No options have been exercised. The options expire between March 23,
2014 and March 23, 2019, or the earlier of the employee's last day of
employment.
PHAZAR CORP
2009 Annual Shareholder Meeting Proxy Notice Page 13 of 34
On September 15, 2008, PHAZAR CORP announced the appointment of Garland P.
Asher Chairman, President and Chief Executive Officer for the Company, effective
September 9, 2008. 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
at an exercise price of $4.12 per share. The options shall vest and become
exercisable contingent upon the Company achieving certain sales and pretax
income levels over a six year period.
Potential Payments upon Termination or Control
There are no potential payments upon termination or change of control, other
than in the event of a sale or merger of the Company, all vesting of options
will be accelerated to the date of closing for each of the named executive
officers.
AUDIT COMMITTEE REPORT
PHAZAR CORP has an audit committee, nominating committee and compensation
committee, each consisting of three Directors, R. Allen Wahl, James Kenney, and
Dennis M. Maunder. Each member of the committees is independent under the rules
of the NASDAQ Stock Market.
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 nine meetings in fiscal year 2009 and has:
o reviewed and discussed the audited financial statements with the
Company's management; and
o discussed with Weaver & Tidwell, L.L.P., independent accountants for the
Company, the matters required to be discussed by Statement on Auditing
Standards No. 61, communication with audit committees, as amended.
The audit committee has received from Weaver & Tidwell, L.L.P. the written
disclosures and the letter required by independence Standards Board Standard No.
1, Independence Discussions with Audit Committees, and the committee has
discussed with Weaver & Tidwell, L.L.P., that firm's independence.
Based upon these discussions with management and the independent
accountants, the audit committee recommended to the Board of Directors of the
Company that the audited consolidated financial statements for the Company be
included in the Company's Annual Report on Form 10-K for the fiscal year ended
May 31, 2009 for filing with the Securities and Exchange Commission.
PHAZAR CORP
2009 Annual Shareholder Meeting Proxy Notice Page 14 of 34
RELATIONSHIP WITH INDEPENDENT AUDITORS
AUDIT FEES
General
During fiscal year 2009, the Company paid Weaver & Tidwell, L.L.P. fees in
the aggregate amount of approximately $77,725. Of this amount, approximately
$76,175 were fees for the fiscal year 2008 year end audit and quarterly services
for fiscal year 2009.
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 2009.
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 2009 were $1,550.
SHAREHOLDER PROPOSALS FOR 2010 ANNUAL MEETING
In order for a recommendation to be considered by the Company for the 2010
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, 2010. 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
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.
PROXY 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.
PHAZAR CORP
2009 Annual Shareholder Meeting Proxy Notice Page 15 of 34
VOTING SECURITIES
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, 2009
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, 2009 is 2,298,337, 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.
STOCKHOLDER COMMUNICATIONS WITH DIRECTORS
A stockholder may communicate directly with the Board of Directors or a
committee of the Board of Directors by writing to PHAZAR CORP's Secretary,
PHAZAR CORP, 101 SE 25th Avenue, Mineral Wells, Texas 76067. PHAZAR CORP's
Secretary will then forward your questions or comments directly to the Board
unless the communication is frivolous or includes advertising, solicitation for
business, requests for employment, requests for contribution or a communication
of a similar nature.
The Secretary will send a written acknowledgement to a stockholder upon
receipt of his or her communication submitted in accordance with the provisions
set forth in this proxy statement unless the communication is frivolous or
includes advertising, solicitation for business, requests for employment,
requests for contribution or a communication of a similar nature. A stockholder
wishing to contact the directors may do so anonymously; however, stockholders
are encouraged to provide the name in which PHAZAR CORP's shares of stock are
held and the number of such shares held.
The following communications to the directors will not be considered a
stockholder communication: (i) communication from a PHAZAR CORP officer or
director; (ii) communication from a PHAZAR CORP employee or agent, unless
submitted solely in such employee's or agent's capacity as a stockholder; and
(iii) any stockholder proposal.
PHAZAR CORP
2009 Annual Shareholder Meeting Proxy Notice Page 16 of 34
OTHER MATTERS
The Board of Directors knows of no business other than that set forth in
Proposals 1, 2 and 3 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
/s/ Deborah A. Inzer
----------------------------
Corporate Secretary
September 11, 2009
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
PHAZAR CORP
2009 Annual Shareholder Meeting Proxy Notice Page 17 of 34
- --------------------------------------------------------------------------------
PHAZAR CORP
101 SE 25th Avenue
Mineral Wells, Texas 76067
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
PROXY PHAZAR CORP FOR THE ANNUAL MEETING
ON OCTOBER 13, 2009
The undersigned hereby constitutes and appoints Garland P. Asher his true and
lawful agents and proxies with full power of substitution in each, to represent
and to vote, as designated on this proxy card, all of the shares of common stock
of PHAZAR CORP held of record by the undersigned on September 2, 2009, at the
Annual Meeting of Stockholders to be held at 10:00 a.m. CDT at law offices of
National Depository Office, 405 W. Loop 820 South, Suite 100, Fort Worth, Texas,
on Tuesday, October 13, 2009, and at any adjournments or postponements thereof,
on all matters coming before said meeting, and especially to vote on the items
of business specified herein, as more fully described in the notice of the
meeting dated September 11, 2009 and the proxy statement accompanying such
notice.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN.
IF NO DIRECTION IS MADE, EXCEPT AS SET FORTH BELOW, THIS PROXY WILL BE VOTED (I)
FOR ALL THE NOMINEES FOR DIRECTOR, (II) FOR THE RATIFICATION AND APPROVAL OF THE
APPOINTMENT OF WEAVER AND TIDWELL, LLP AS THE INDEPENDENT AUDITOR, (III) FOR THE
RATIFICATION AND APPROVAL OF THE PHAZAR CORP 2009 EQUITY INCENTIVE PLAN, AND
(IV) IN THE DISCRETION OF THE PROXY OR PROXIES, ON ANY OTHER BUSINESS THAT
PROPERLY COMES BEFORE THE MEETING.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOX BUT,
YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN ACCORDANCE WITH THE BOARD OF
DIRECTORS' RECOMMENDATIONS. THE PROXIES CANNOT VOTE YOUR SHARES UNLESS YOU SIGN
AND RETURN THIS CARD.
VOTE BY MAIL
Mark, sign and date your proxy card
and return it in the postage-paid
envelope we have provided or return
it to PHAZAR CORP, Proxy Services,
%Computershare Investor Services, P O
Box 43101, Providence RI 02940-5067
TO VOTE, MARK BLOCKS BELOW IN BLUE OR KEEP THIS PORTION FOR
BLACK INK AS FOLLOWS: YOUR RECORDS
PHAZAR CORP
2009 Annual Shareholder Meeting Proxy Notice Page 33 of 34
DETACH AND RETURN THIS
PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
PHAZAR CORP
Vote on Directors
Proposal 1--Election of
Directors:
To withhold authority to
vote for any individual
Nominees: For All Withhold All For All Except nominee(s), mark
|_| |_| |_| "For All Except" and
write the number(s) of
the nominee(s) on the
line below.
1) Garland P. Asher
2) Gary W. Havener
3) R. Allen Wahl ------------------------
4) James Kenney
5) Dennis M. Maunder
- --------------------------------------------------------------------------------
Vote on Proposals For Against Abstain
Proposal 2--Approval and ratification of
Weaver and Tidwell, LLP as PHAZAR |_| |_| |_|
CORP's independent auditor.
Proposal 3--Approval and ratification of PHAZAR |_| |_| |_|
CORP'S 2009 Equity Incentive Plan as adopted by
the Board of Directors on April 8, 2009.
Note: Please mark, date and sign this proxy card and return it. Please sign as
your name appears hereon. If shares are registered in more than one name, all
owners should sign. If signing in a fiduciary or representative capacity, please
give full title and attach evidence of authority. Corporations please sign with
full corporate name by a duly authorized officer and affix corporate seal.
Yes No
Please indicate if you plan to attend this
meeting. |_| |_|
- ----------------------------------- -----------------------------------------
Signature Date Signature (Joint Owners) Date
PHAZAR CORP
2009 Annual Shareholder Meeting Proxy Notice Page 34 of 34