Additional Proxy Soliciting Materials (definitive) (defa14a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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[ ] Preliminary Proxy Statement

[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

[ ] Definitive Proxy Statement

[X] Definitive Additional Materials

[ ] Soliciting Material under Sec. 240.14a-12

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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July 17, 2013

Dear Stockholder:

Please see the enclosed press release issued by PHAZAR CORP (“ PHAZAR ” or the “ Company ”), announcing the adjournment of the Special Meeting of Stockholders held on July 16, 2013, to allow additional time for stockholders to vote on the proposed Agreement and Plan of Merger, dated March 13, 2013 (the “ Merger Agreement ”), by and among PHAZAR, QAR Industries, Inc. and Antenna Products Acquisition Corp. The Special Meeting will reconvene on July 24, 2013, at 4:00 p.m. CDT at the National Depository Office, located at 405 W. Loop 820 South, Suite 100, Fort Worth, Texas.

The Company’s Board of Directors, acting through its independent members, and leading independent proxy advisory firms ISS Proxy Advisory Services and Glass, Lewis & Co., all have recommended that stockholders vote “ FOR ” adoption of the Merger Agreement.

While more than two-thirds of your fellow stockholders who have voted so far have voted in favor of the Merger Agreement, the adoption of the Merger Agreement requires the affirmative vote of the holders of a majority of the outstanding shares of the Company’s common stock, and nearly 700,000 shares remain unvoted. The enclosed press release describes the consequences that are expected to result if the Merger Agreement is not adopted and the merger does not occur. We need your help to prevent this from happening.

Our records indicate that we have not yet received your vote. If you have not done so already, please take a few moments to vote your shares today , either by telephone or Internet. Instructions for telephone and Internet voting are contained in the enclosed voting instruction form.

If you have any questions or need any assistance voting your shares, please call Georgeson, Inc., the Company’s proxy solicitor, toll-free at 1-800-790-6795. Thank you for your prompt attention to this very important matter.

	Very Truly Yours,


	/s/ Gary W. Havener
	Gary W. Havener
	Chairman of the Board

PHAZAR CORP

101 S.E. 25 th Avenue

Mineral Wells, Texas
76067

www.phazar.com

FOR IMMEDIATE RELEASE

NASDAQ: ANTP

PHAZAR CORP ANNOUNCES ADJOURNMENT OF SPECIAL MEETING OF
STOCKHOLDERS; TO RECONVENE JULY 24, 2013

MINERAL WELLS, Texas (July 16, 2013) PHAZAR CORP (NASDAQ: ANTP) (“ PHAZAR ” or the “ Company ”) announced that at its Special Meeting of Stockholders held today, the Company’s stockholders approved the adjournment of the Special Meeting to allow additional time to solicit proxies for the proposal to adopt the Agreement and Plan of Merger (the “ Merger Agreement ”), dated March 13, 2013, by and among PHAZAR, QAR Industries, Inc. (“ Parent ”) and Antenna Products Acquisition Corp., a wholly owned subsidiary of Parent (“ Merger Sub ”), pursuant to which Merger Sub will be merged with and into PHAZAR, with PHAZAR surviving the merger as a private company wholly owned by Parent. The Special Meeting will reconvene on July 24, 2013 at 4:00 p.m., Central Daylight Time, at the same location - the National Depository Office, located at 405 W. Loop 820 South, Suite 100, Fort Worth, Texas.

The Board of Directors, acting through its independent members, has recommended that stockholders vote “FOR” adoption of the Merger Agreement. As previously stated by the Company, the ramifications of failing to adopt the Merger Agreement and complete the merger include:

-	Stockholders losing the certainty provided by the Merger Agreement of receiving a fixed amount of cash consideration for their shares of $1.25 per share;

-	PHAZAR’s plan to delist from NASDAQ and deregister from the SEC in order to reduce operating costs, which the Company expects would have a significant and adverse effect on the liquidity of its stock; and

The probability that the Company will be unable to meet its obligations as they come due and may be forced to file for bankruptcy. These obligations include the $500,000 loan from Parent secured by the Company’s real estate assets, which will become due and payable on July 31, 2013. The Company currently has insufficient cash to repay the loan and no anticipated source for refinancing.

Of the votes that were submitted by proxy prior to today’s meeting, more than two-thirds were cast in favor of adoption of the Merger Agreement. However, the adoption of the Merger Agreement requires the affirmative vote of the holders of a majority of outstanding shares of PHAZAR’s common stock, which includes nearly 700,000 shares that remained unvoted as of the time of today’s meeting.

“The strong support for the Merger Agreement that we have received thus far from our stockholders who have voted is very encouraging,” said Gary W. Havener, Chairman of the Board of Directors of PHAZAR. Mr. Havener added: “As we previously announced, leading independent proxy advisory firms ISS Proxy Advisory Services and Glass, Lewis & Co. have both recommended that stockholders vote FOR adoption of the Merger Agreement. Today’s adjournment will provide stockholders who have not yet participated in this critical process the opportunity to do so, which we urge them to do.”

Every stockholder’s vote is important, regardless of the number of shares owned. Please act today !

Stockholders who need assistance in voting their shares or who have questions regarding the special meeting may contact the Company’s proxy solicitor, Georgeson, Inc. at 1-800-790-6795 or Kathy Kindle at PHAZAR 940-325-3301 ext. 245 .

Forward-Looking Statements

This press release contains forward-looking information within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performances and underlying assumptions and other statements, which are other than statements of historical facts. Certain statements contained herein are forward-looking statements and, accordingly, involve risks and uncertainties described from time to time in the Company’s filings with the Securities and Exchange Commission (the “SEC”), which could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. The Company’s expectations, beliefs and projections are expressed in good faith and are believed by the Company to have a reasonable basis, including without limitation, management’s examination of historical operating trends, data contained in the Company’s records and other data available from third parties. There can be no assurance that management’s expectations, beliefs or projections will result, or be achieved, or accomplished. These forward-looking statements speak only as of the date made, and the Company assumes no obligation to update such statements.

Important Additional Information

In connection with the proposed transaction contemplated by the Merger Agreement, PHAZAR has filed with the SEC a definitive proxy statement on Schedule 14A on June 4, 2013. The definitive proxy statement was sent to the stockholders of PHAZAR on or about June 7, 2013. Investors and security holders of PHAZAR are urged to read the proxy statement and any other relevant documents filed with the SEC because they contain important information about the proposed transaction.

Investors and security holders may obtain free copies of the proxy statement and other documents filed with the SEC by PHAZAR at the SEC’s website at www.sec.gov , or from PHAZAR, by accessing PHAZAR’s website, at www.phazarcorp.com , or by calling Kathy Kindle at 940-325-3301 ext. 245.

PHAZAR and its directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction described in this release. Information regarding those persons and their interests in the proposed transaction is contained in PHAZAR’s definitive proxy statement for the special meeting.

PHAZAR CORP

101 SE 25th Avenue

Mineral Wells, Texas 76067

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF

PHAZAR CORP FOR THE SPECIAL MEETING

ON JULY 16, 2013

The undersigned hereby constitutes and appoints Gary W. Havener and James Kenney his or her 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 June 3, 2013, at the Special Meeting of Stockholders to be held at 10:00 a.m. CDT at the National Depository Office, 405 W. Loop 820 South, Suite 100, Fort Worth, Texas, on July 16, 2013, 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 June 4, 2013 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 THE APPROVAL OF THE ADOPTION OF THE AGREEMENT AND PLAN OF MERGER, DATED AS OF MARCH 13, 2013, BY AND AMONG PHAZAR CORP, QAR INDUSTRIES, INC., A TEXAS CORPORATION, AND ANTENNA PRODUCTS ACQUISITION CORP., A DELAWARE CORPORATION AND WHOLLY-OWNED SUBSIDIARY OF QAR INDUSTRIES, INC., PURSUANT TO WHICH ANTENNA PRODUCTS ACQUISITION CORP. WILL MERGE INTO PHAZAR CORP WITH PHAZAR CORP SURVIVING AS A PRIVATE COMPANY WHOLLY-OWNED BY QAR INDUSTRIES, INC. AND (II) FOR THE APPROVAL OF A PROPOSAL TO ADJOURN THE SPECIAL MEETING TO A LATER DATE OR TIME, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE PROPOSAL TO ADOPT THE MERGER AGREEMENT. IN ADDITION, THIS PROXY MAY BE VOTED IN THE DISCRETION OF THE PROXIES ON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE SPECIAL MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS OF THE SPECIAL MEETING. THE BOARD OF DIRECTORS IS NOT AWARE OF ANY OTHER BUSINESS TO PROPERLY COME BEFORE THE SPECIAL 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 INTERNET: www.investorvote.com/ANTP		VOTE BY MAIL

VOTE BY PHONE: 1-800-652-VOTE (8683)		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, c/o Computershare Investor Services, P O Box 43101, Providence RI. 02940-5067

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:		KEEP THIS PORTION FOR YOUR RECORDS

DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

PHAZAR CORP

Vote on Proposals

For

Against

Abstain

Proposal 1 — Approval of the adoption of the Agreement and Plan of Merger, dated as of March 13, 2013, by and among PHAZAR CORP, QAR Industries, Inc., a Texas corporation, and Antenna Products Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of QAR Industries, Inc., pursuant to which Antenna Products Acquisition Corp. will merge with and into PHAZAR CORP with PHAZAR CORP surviving as a private company wholly-owned by QAR Industries, Inc.

Proposal 2 — Approval of a proposal to adjourn the Special Meeting to a later date or time, if necessary or appropriate, to solicit additional proxies in favor of the proposal to adopt the Merger Agreement.

In their discretion, the proxies are authorized to vote on such other business as may properly come before the Special Meeting or any adjournments or postponements of the Special Meeting.

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.