CUSIP No. 811-08387
Page 3 of 5
ORIGINAL REPORT ON SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER
This statement relates to the Common Stock, par value $0.01 per share
(the "Shares") of PHAZAR CORP (the "Company". The Company has its principal executive offices at 101 SE 25
th
Avenue Mineral Wells, Texas 76067.
ITEM 2. IDENTITY AND BACKGROUND
This statement is filed by Robert Fitzgerald ("Reporting Person") to reflect shares held by him, individually and by Concorde Equity II, LLC, a Delaware limited liability company owned by the Reporting Person and his minor children (“Concorde”).
Reporting Person's principal business address is 3959 Pender Drive,
Suite 330 Fairfax, Virginia 22030. Reporting Person's principal occupation is President and Chief Executive Officer of Issuer. During the past five years, reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors)and has not been a party to civil proceedings of a judicial or administrative body of competent jurisdiction as a result of which Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Reporting Person is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS
The Shares were purchased from Reporting Persons personnel funds.
ITEM 4. PURPOSE OF THE TRANSACTION
As previously disclosed by the Company pursuant to its Current Report on
Form 8-K filed March 19, 2013, on March 13, 2013 an entity under the
control of the Reporting Person and the Company entered into a definitive
agreement, pursuant to which, subject to shareholder approval, the
entity under the Reporting Person’s control will purchase all of the outstanding stock of the Company for $1.25. The Company’s Current Report
on Form 8-K provides additional information including differences between
the definitive agreement and the previously announced term sheet as well
as a copy of the definitive agreement.
Although it is the Reporting Person’s current intent to acquire all of the shares of the Issuer, the Reporting Person will continuously evaluate
its ownership of Common Stock and the Issuer's business and industry.
Depending on market conditions and other factors that the Reporting Person
may deem material to their investment decision, including the
availability of other investment opportunities, the Reporting Person may
from time to time acquire additional shares of Common Stock in
the open market or in privately negotiated transactions or dispose of all
or a portion of the shares of Common Stock that such Reporting
Person now owns or may hereafter acquire.
Without limitation of the foregoing (and consistent with their investment
purpose), the Reporting Person will continue to consider alternative
courses of action and will in the future take such actions with respect
to their investment in the Issuer as they deem appropriate in light
of the circumstances existing from time to time. Such actions may include
requesting meetings with management, making recommendations to
members of management concerning various business strategies, acquisitions,
policies, seeking to acquire control of the Issuer through a
merger, proxy solicitation, tender offer, significant equity investment,
exchange offer or otherwise, or such other actions as the Reporting Person
may deem appropriate.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Reporting Person may be deemed to beneficially own 298,752 Shares
(12.8% of the outstanding Shares), based on 2,330,337 Shares outstanding pursuant to the Company's Form 10-Q for the quarter and year ended March 31, 2013.
(b) Reporting Person may be deemed to have sole voting and dispositive
power for all such Shares.
(c) The following transactions were effective by the Reporting Person
during the 60 days preceding the date of filing of
this Schedule 13D:
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Trade Date
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Buy/Sell
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Number of
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Price Per
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Shares
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Share
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4/30/13
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Buy
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7,600
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$
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1.20
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5/1/15
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Buy
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500
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$
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1.19
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5/8/13
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Buy
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2,000
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$
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1.20
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5/13/13
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Buy
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2,000
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$
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1.22
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5/14/13
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Buy
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5,400
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$
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1.25
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5/15/13
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Buy
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2,000
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$
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1.23
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5/20/13
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Buy
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2,000
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$
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1.25
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5/21/13
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Buy
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2,000
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$
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1.24
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5/22/13
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Buy
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25
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$
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1.21
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(d) No person other than Reporting Person (and Concorde under the control of the Reporting Person) has the right to receive
nd the power to direct the receipt of dividends from, or m
e proceeds from the sale of, the reported securities.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
See attached Term Sheet.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS:
See Attached Term Sheet.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
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Date: May 28, 2013
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By:
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/s/ Robert Fitzgerald
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Robert Fitzgerald
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