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United States Securities and Exchange Commission
Washington D.C. 20549
Form 10-K/A
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended May 31, 2009
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE EXCHANGE ACT OF 1934
Commission file number 0-12866
PHAZAR CORP
(Exact name of registrant as specified in its charter)
Delaware 75-1907070
(State or other jurisdiction of (IRS Employer Identification No.)
Incorporation or organization)
101 S.E. 25th Avenue, Mineral Wells, Texas 76067 (940) 325-3301
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(Address of principal executive offices) (Issuer's telephone number)
Securities registered pursuant to Section 12(b) of the Act:
None
Title of each class
Common Stock, $0.01 par value
Check whether the issuer has (i) filed all reports required by Section 13 or
15(d) of the Exchange ACT during the past 12 months, and (ii) been subject to
such filing requirements for the past ninety (90) days. Yes [ X ] No [ ]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act.) Yes [ ] No [ X ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of the Form 10-K or
any amendment to this Form 10-K. [ X ]
The Company's net sales for Fiscal Year ended May 31, 2009, was $7,310,281.
As of July 15, 2009 2,297,037 shares of Common Stock were outstanding and the
aggregate market value of the Common Stock (based on the latest price of known
transactions on the Nasdaq Capital Market) held by non-affiliates (1,909,767
shares) was $5,996,668.
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DOCUMENTS INCORPORATED BY REFERENCE
The information required by Part III of this report, to the extent not set forth
herein, is incorporated by reference from the Registrant's definitive 2009 Proxy
Statement.
Transitional Small Business Disclosure Format (check one): Yes [ ] No [ X ]
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EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A amends the Company's Annual Report on Form
10-K for the year ended May 31, 2009, filed with the Securities and Exchange
Commission ("SEC") on August 14, 2009 (the "Original Annual Report"). This
amendment revises our financial statements and certifications in response to a
comment letter from the SEC dated February 22, 2009.
Specifically, the financial statements have been amended in this Amended Form
10-K as follows:
1) The disclosures relating to internal control over financial reporting
has been amended to provide a statement that the Company assessed its
internal control over financial reporting as effective as of May 31,
2009.
PART III
Item 9A. Controls and Procedures
Management's Evaluation of Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Rule 13a-15(f) of
the Exchange Act. This system is designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of the
consolidated financial statements for external purposes in accordance with
generally accepted accounting principles. Our internal control over financial
reporting includes those policies and procedures that: (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect
our transactions and disposition of our assets; (2) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of
consolidated financial statements in accordance with generally accepted
accounting principles, and that our receipts and expenditures are being made
only in accordance with authorizations of our management and directors; and (3)
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have a
material effect on the consolidated financial statements.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate. All internal control systems,
no matter how well designed, have inherent limitations. Therefore, even those
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systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation. The scope of
management's assessment of the effectiveness of internal control over financial
reporting includes all of our Company's subsidiaries.
The Company's Chief Executive Officer and Chief Financial Officer evaluated the
Company's internal control over financial reporting as of May 31, 2009. In
making their assessment, the Company's Chief Executive Officer and Chief
Financial Officer were guided by the releases issued by the SEC and to the
extent applicable was based upon the framework in Internal Control - Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission. The Company's Chief Executive Officer and Chief Financial Officer
have concluded that the Company's internal control over financial reporting were
effective as of May 31, 2009. The Company has had no change during the quarter
ending May 31, 2009 that has materially affected, or is reasonably likely to
materially affect, the Company's internal control over financial reporting.
The Company's Chief Executive Officer and Chief Financial Officer evaluated the
Company's disclosure controls and procedures as of May 31, 2009. In making their
assessment, the Company's Chief Executive Officer and Chief Financial Officer
were guided by the releases issued by the SEC and to the extent applicable was
based upon the framework in Internal Control - Integrated Framework issued by
the Committee of Sponsoring Organizations of the Treadway Commission. The
Company's Chief Executive Officer and Chief Financial Officer have concluded
that the Company's disclosure controls and procedures were effective as of May
31, 2009.
This Annual Report on Form 10-K does not include an attestation report of the
Company's independent registered public accounting firm regarding internal
control over financial reporting. Management's report was not subject to
attestation by the Company's independent registered public accounting firm
pursuant to temporary rules of the Securities and Exchange Commission that
permit the Company to provide only management's report in this annual report.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
and Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
DATE: March 4, 2010
PHAZAR CORP
/s/ Garland P. Asher
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BY: Garland P. Asher, Chairman, President
and Chief Executive Officer
Pursuant to the requirements of the Securities and Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ Gary W. Havener
- ------------------------------- Director March 4, 2010
Gary W. Havener
/s/ James Kenney
- ------------------------------- Director March 4, 2010
James Kenney
/s/ R. Allen Wahl
- ------------------------------- Director March 4, 2010
R. Allen Wahl
/s/ Dennis Maunder
- ------------------------------- Director March 4, 2010
Dennis Maunder
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Exhibits
Exhibit 31.1 - Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
Exhibit 31.2 - Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer