Form Def 14a


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SECURITIES AND EXCHANGE COMMISSION
FORM DEF 14A
Definitive proxy statements

Filing Date: 2007-09-13 | Period of Report: 2007-09-14
SEC Accession No. 0001017386-07-000195 (HTML Version on secdatabase.com)

FILER
PHAZAR CORP
CIK:724267| IRS No.: 751907070 | State of Incorp.:DE | Fiscal Year End: 0531 Type: DEF 14A | Act: 34 | File No.: 000-12866 | Film No.: 071114039 SIC: 3663 Radio & tv broadcasting & communications equipment

Mailing Address 101 S.E. 25TH AVE MINERAL WELLS TX 76067

Business Address 1209 ORANGE STREET PO BOX 8985 WILMINGTON DE 19801 9403253301

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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,
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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:

Name ---James Miles

Director

Age Principal Occupation

Since

--- --------------------

-----

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

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James Kenney

66

Dennis M. Maunder 56

Garland P. Asher 63

Past President & COO of Valmont Industries

October 1999

Account Executive, Baldwin Anthony

Securities Inc. Past Executive Vice President

and Owner San Jacinto Securities, Inc.

November 1999

Past Chief Financial Officer, Shared Technologies Inc.; Controller, Allegiance Telecom, Inc.

October 2006

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.
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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 of Beneficial Owners (1) ------------------------

Shares Owned Directly and Indirectly -----------------------

Percent of Class (2) ---------

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James Miles 420 Private Rd. 52363 Pittsburg, TX 75686
Gary W. Havener (3) Sinan Corp. P.O. Box 121969 Fort Worth, TX 76121
R. Allen Wahl 13 Collinway Place Dallas, TX 75230
Clark D. Wraight Antenna Products Corporation 101 S.E. 25th Ave. Mineral Wells, TX 76067
James Kenney 4131 N. Central Expressway, Suite 930 Dallas, TX 75204
Dennis Maunder 401 Baker Cutoff Road Weatherford, TX 76087
Vernon Bryant, Jr. 1712 Carleton Avenue Fort Worth, TX 76107
Garland P. Asher 2300 Mistletoe Drive Fort Worth, TX 76110
All directors and officers of PHAZAR CORP as a group (eight Persons)

4,700 103,800
2,400 91,000
4,400 1,500
500 0
208,300

0.20% 4.46% 0.10% 3.91% 0.19% 0.06%
0.02% 0.00% 8.94%

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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.
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(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 distribution. The certificates representing the shares bear a legend transfer without compliance with the registration requirements of Securities Act of 1933 or in reliance upon an applicable exemption PHAZAR CORP relied on section 4(2) of the Securities Act of exemption from registration.

for further restricting the Federal there from. 1933 as its

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
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Form Def 14a