Current Report Filing (8-k)
July 18 2013 - 5:01AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 16, 2013
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PHAZAR CORP
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(Exact name of registrant as specified in its charter)
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Delaware
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0-12866
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75-1907070
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(State or other jurisdiction of
incorporation)
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(Commission file number)
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(IRS employer identification no.)
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101 S.E. 25TH
AVENUE, MINERAL WELLS, TEXAS
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76067
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(Address
of principal executive offices)
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(Zip
code)
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Registrant's telephone number, including area code:
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(940) 325-3301
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Not Applicable
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(Former name or former address, if changed since last report)
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Check the
appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions (see General Instruction A.2. below):
⃞
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
⃞
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
⃞
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
⃞
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 5.07 Submission of Matters to a Vote of Security Holders.
On July 16, 2013, PHAZAR CORP (“PHAZAR”) held a special
meeting of stockholders (the “Special Meeting”) to (i) vote
on a proposal to adopt the Agreement and Plan of Merger, dated as of
March 13, 2013 (the “Merger Agreement”), by and among
PHAZAR, QAR Industries, Inc. (“QAR”) and Antenna Products
Acquisition Corp. (“Merger Sub”), a wholly owned subsidiary
of Parent, pursuant to which (and subject to the conditions set forth
therein) Merger Sub will merge with and into PHAZAR, with PHAZAR
surviving as a private company wholly owned by Parent, and (ii) vote on
a proposal to adjourn the Special Meeting, if necessary or appropriate,
to solicit additional proxies if there were insufficient votes at the
time of the Special Meeting to approve the proposal to adopt the Merger
Agreement. PHAZAR’s Board of Directors determined it was necessary and
appropriate to solicit additional proxies, as there were insufficient
votes at the time of the Special Meeting to approve the proposal to
adopt the Merger Agreement. Therefore, the only proposal voted upon at
the Special Meeting was a proposal to approve the adjournment of the
Special Meeting.
There were 2,331,737 shares of PHAZAR Common Stock issued and
outstanding on the record date for the Special Meeting. There were
present at the Special Meeting in person or by proxy the holders of
1,631,858 shares of PHAZAR Common Stock, constituting a quorum. The
result for the matter voted on was as follows:
1. Proposal to approve the adjournment of the Special Meeting, if
necessary or appropriate, to solicit additional proxies if there are
insufficient votes at the time of the Special Meeting to adopt the
Merger Agreement:
FOR
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AGAINST
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ABSTAIN
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1,083,396
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498,203
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50,259
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The Special Meeting was adjourned to July 24, 2013, at 4:00 p.m. CDT at
the same location, the National Depository Office, located at 405 W.
Loop 820 South, Suite 100, Fort Worth, Texas.
Item 8.01 Other Events.
On July 16, 2013, PHAZAR issued a press release announcing the
adjournment of the Special Meeting, which is attached hereto as Exhibit
99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
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Exhibit
No.
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Description
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99.1
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Press release dated July 16, 2013
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SIGNATURE
Pursuant to
the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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PHAZAR CORP
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Date:
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July 16, 2013
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/s/ Kathy Kindle
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Kathy Kindle, Assistant Secretary
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