================================================================================ 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 - ------------------------------------------------ -------------- (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. 1 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 ] EXPLANATORY NOTE This Amendment No. 2 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 attaches the Exhibit 23.1 inadvertently omitted from our Form 10-K. 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 23, 2010 PHAZAR CORP /s/GARLAND P. ASHER --------------------------- BY: Garland P. Asher, Chairman, President and Chief Executive Officer 2 Exhibits Exhibit 23.1 - Consent of Weaver and Tidwell, L.L.P. 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 3