0001226380-13-000001.txt : 20130220
0001226380-13-000001.hdr.sgml : 20130220
20130220132324
ACCESSION NUMBER: 0001226380-13-000001
CONFORMED SUBMISSION TYPE: SC 13D
PUBLIC DOCUMENT COUNT: 3
FILED AS OF DATE: 20130220
DATE AS OF CHANGE: 20130220
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: PHAZAR CORP
CENTRAL INDEX KEY: 0000724267
STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663]
IRS NUMBER: 751907070
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0630
FILING VALUES:
FORM TYPE: SC 13D
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-45843
FILM NUMBER: 13626021
BUSINESS ADDRESS:
STREET 1: 101 S.E. 25TH AVENUE
CITY: MINERAL WELLS
STATE: TX
ZIP: 76067
BUSINESS PHONE: 9403253301
MAIL ADDRESS:
STREET 1: 101 S.E. 25TH AVE
CITY: MINERAL WELLS
STATE: TX
ZIP: 76067
FORMER COMPANY:
FORMER CONFORMED NAME: ANTENNA PRODUCTS INC
DATE OF NAME CHANGE: 19980824
FORMER COMPANY:
FORMER CONFORMED NAME: K MED CENTERS INC
DATE OF NAME CHANGE: 19920429
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: FITZGERALD ROBERT E
CENTRAL INDEX KEY: 0001226380
FILING VALUES:
FORM TYPE: SC 13D
MAIL ADDRESS:
STREET 1: 2204 VAQUERO ESTATES BLVD
CITY: WESTLAKE
STATE: TX
ZIP: 76262
SC 13D
1
antp13d022013.txt
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
PHAZAR CORP
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
0000724267
-------------------------------------
(CUSIP Number)
Robert Fitzgerald
3959 Pender Drive, Suite 330, Fairfax, Virginia 22030
(571)205-2469
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 18, 2013
-------------------------------------
(Date of Event which Requires Filing of this
Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or
13d-1(g), check the following box [ ].
Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7
for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 5 Pages)
(1) The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
CUSIP NO. 811-08387 13D PAGE 2 OF 5
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert Fitzgerald ###-##-#####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [X]
(B) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF 275,227
SHARES -------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH -------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 275,227
WITH -------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
-----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
275,227
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
-----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.8%
-----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
-----------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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 25th 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
On February 16, 2013, the Reporting Person submitted a non-binding
term sheet to the Issuer to purchase all of the shares of Issuer not
held by the Reporting Person for $1.25 per share. On February 18,
2013, the Independent Directors of the Issuer approved the term sheet
and the Reporting Person and Issuer are working to consummate the
transaction contemplated in the Term Sheet. A copy of the Term Sheet
is included in this filing.
Although it is the Reporting Persons 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 275,227
Shares (11.8% of the outstanding Shares), based on 2,324,537 Shares
Outstanding pursuant to the Company's Form 10-Q for the quarter
and year ended December 31, 2012.
(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:
Trade Date Buy/Sell Number of Price Per
Shares Share
(d) No person other than Reporting Person (and Concorde under the
control of the Reporting Person) has the right to receive
and the power to direct the receipt of dividends from, or
the 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.
Dated: February 20, 2013
By: /s/ Robert Fitzgerald
------------------------
Robert Fitzgerald
EX-1
2
CovertoANTP.txt
QAR, LLC
3595 Pender Drive, Suite 330
Fairfax, Virginia 22030
February 16, 2013
Board of Directors
Phazar Corp
101 S.E. 25th Avenue
Mineral Wells, Texas 76067
Dear Sirs:
QAR, LLC and its affiliates, including Robert Fitzgerald
(collectively Investors, we, us or our), are writing to express
our interest in acquiring all of the outstanding common stock
of Phazar Corp. (the Company) not already owned by us for
$1.25 per share in cash, on the terms and subject to the
conditions set forth in the attached non-binding term sheet.
This proposal represents a premium over the Friday,
February 15, 2013 Nasdaq Market closing price of the
Companys stock of $1.18 per share.
As you know, the Company has been losing money long
before I joined it and has now reached the critical stage
where it appears to be at risk of running out of cash .
Despite the fact that the Company has pursued a large
number of potential financing opportunities, none of these
have panned out into a viable solution. Rather than facing
the increasing likelihood of the Company running out of cash,
most likely dramatically reducing or eliminating the value of
the stockholders interest in their stock, we propose providing
short term funding and purchasing the shares of the other
shareholders for cash with the hope that as a private company,
we can right size the Company and operate it profitably
sometime in the future. Although I have only been with the
Company for a short period of time, I believe strongly in its
business and its people. We believe that we are uniquely
positioned to successfully negotiate and consummate a transaction
with the Company in an expeditious manner as we are already
familiar with the Company and its operations. We expect that
our limited due diligence could be completed on an expedited basis.
Because of the sufficiency of our existing financial resources,
consummation of any transaction would not be subject to a
financing contingency. We are prepared to move and close quickly.
Recognizing that it may take several months to complete the
transaction due to the time and various steps involved in obtaining
stockholder approval, we are prepared to provide the Company
with $500,000 of interim financing concurrent with the execution
of a definitive acquisition agreement.
We understand that, given my position as President, Chief Executive
Officer and a director of the Company, an independent committee of
the Companys Board of Directors may wish to review our proposal
and make a recommendation to the Board and that this will require a
reasonable time for you to evaluate the proposal. You are all aware
of the dire cash situation that the Company is in. Therefore, we
request that you proceed with all possible speed and upon the proposed
time schedule.
As you know, we beneficially own approximately 11.8% of the
Companys outstanding common stock. We plan to file an amendment
to our Schedule 13D to reflect the delivery of this proposal.
This letter does not constitute a legally binding obligation and, of
course, neither we nor the Company shall be subject to any binding
obligation with respect to any transaction unless and
until a definitive agreement satisfactory to all parties is executed and
delivered. While we appreciate and respect the Boards need to conduct
an appropriate process in evaluating our proposal, your prompt
consideration to this proposal is requested. Accordingly, please
advise us by Wednesday, February 20, 2013 as to the status of your
deliberations.
Very truly yours
/s/ Robert Fitzgerald
Robert Fitzgerald
President
EX-2
3
CONFIDENTIALOffer021613.txt
CONFIDENTIAL
Term Sheet for the Acquisition
Of
Phazar Corp.
The purpose of this document is to set forth the indicative terms
pursuant to which, subject to certain conditions set forth herein,
the Investors (as defined below) would acquire for cash all of the
outstanding shares of the common stock of Phazar Corp. (the Company)
not already owned by the Investors (the Transaction). The terms and
conditions set forth herein are non-binding and are subject to change
and this document does not constitute an offer, however, the Binding
Terms section of the document are binding. The execution of binding
definitive agreements for the contemplated transaction are subject to
completion of due diligence to the Investors' satisfaction and the
preparation of definitive documentation to effect this transaction that
is mutually satisfactory to each party.
Company:Phazar Corp. (NASDAQ: ANTP)
Investors: QAR, LLC and affiliated persons and entities
including Robert Fitzgerald (collectively, the Investors).
Purchase Price: The Consideration for the Transaction will
be $1.25 per share in cash for all validly issued and
outstanding shares of the common stock, $0.01 par value
per share (Common Shares) of the Company, except for
those shares already owned by the Investors and except for
any shares with respect to which the holders have perfected
appraisal rights under Section 262 of the Delaware General
Corporation Law. The per share consideration will be net to the
seller in cash, without interest and subject to any required
withholding of taxes. Each exercisable option to acquire
Common Shares will be cancelled in exchange for a cash
payment equal to the amount, if any, by which the purchase
price exceeds the exercise price for such option.
As of the date of this Term Sheet, the Investors beneficially
own 274,578 Common Shares, representing approximately
11.8% of the Common Shares outstanding, based on the
2,324,537 Common Shares outstanding as of January 30, 2013
as reported on the cover of the Companys Form 10-Q for the
quarter ended December 31, 2012.
Structure: Pursuant to an Agreement and Plan of Merger
(Merger Agreement) to be negotiated by the parties, the
Transaction will be structured as a merger of the Company
with a to-be-formed entity wholly owned by the Investors
(Acquisition Entity).
A special meeting of the Companys stockholders (the
Special Meeting) to approve the Merger Agreement
will be called as soon as practicable following the
execution of the Merger Agreement. The parties shall
undertake the drafting of the Companys proxy statement
for the Special Meeting, which shall be filed by the Company
with the Securities and Exchange Commission no later than
ten (10) days form the execution of the Merger Agreement.
It is contemplated that the closing will take place in the
second calendar quarter of 2013.
Interim Financing: Given the Companys current cash needs,
concurrent with entering into the Merger Agreement the
Investors will make the Company a loan in the amount $500,000
(the Loan). The Loan will bear interest at the rate of
1.0% per annum with principal and accrued interest due at
maturity and will be secured by all of the Companys assets.
The Loan will be due and payable on the earlier to occur of (i)
immediately upon execution by the Company of a superior
offer or (ii) May 1, 2013.
Conditions: Conditions to closing of the Transaction will
include the following: (i) approval by the Companys
stockholders of the Merger Agreement, (ii) receipt of any and
all required regulatory approvals and third party consents,
(iii) no material adverse changes in the Companys business,
assets, results of operations, properties, condition (financial or
otherwise) or prospects, (iv) no order, ruling, suit or
investigation prohibiting or seeking to prohibit the
Transactions, (v) the accuracy of the Companys
representations and warranties, (vi) the performance of the
Companys covenants and other obligations under the Merger
Agreement in all material respects, and (vii) the Merger
Agreement not having been terminated.
Governing Law: The Merger Agreement and other definitive
documentation will be governed by Delaware law.
Due Diligence: Prior to signing the Merger Agreement and
other definitive documentation, the Investors will undertake
and complete to their satisfaction financial, tax,
accounting and legal due diligence.
No Financing Contingency: Consummation of the
Transaction will not be subject to any financing conditions.
Customary Reps and Warranties: The Merger Agreement
will contain representations and warranties made by the
Company customary for a transaction of this nature.
Interim Covenants: The Merger Agreement will contain covenants
and other obligations of the Company customary for a transaction
of this nature.
Termination: Negotiations pertaining to this proposal may be
terminated by the Investors or the Company at any time without
cost or liability. The Merger Agreement will contain a customary
non-solicitation covenant pertaining to the Company, with a right
to consider an unsolicited superior proposal and allowing its
board of directors to change its recommendation of the
Transaction subject to the Company and its board of directors
adhering to specified customary procedures including a limited
fiduciary out for the Companys board of directors to accept an
unsolicited superior proposal upon payment of a termination fee
to Acquisition Entity equal to 4% of the transaction value plus
reimbursement of the Investors transaction expenses.
Binding Terms:
Exclusivity: The Company will not solicit or accept competing
term sheets until 90 days following the date hereof.
Expense Reimbursement: Each party shall pay its own
expenses incurred in relation to the Transaction (including
all legal expenses) regardless of whether the Transaction is
consummated or not.
Counterparts: This Term Sheet may be executed in two or
more identical counterparts, all of which shall be considered
one and the same agreement and shall become effective when
counterparts have been signed by each party and delivered to the
other party. In the event that any signature is delivered by
facsimile transmission or by an e-mail which contains a portable
document format (.pdf) file of an executed signature page,
such signature page shall be considered due execution and shall
be binding upon the signatory thereto with the same force and
effect as if the signature were an original.
This term sheet will be considered void if it is not
executed by the Company prior to the close of business
on February 20, 2013. By executing this term
sheet, the Company represents and warrants that it
has obtained the necessary Board of Directors and/or
other approvals to cause this term sheet to be duly
authorized, executed and delivered.
Agreed and accepted this 18th Agreed and accepted this 18th
day of February, 2013 by day of February, 2013 by
PHAZAR CORP. QAR, LLC
By: /s/ Gary W. Havener By: /s/ Robert Fitzgerald
Name: Robert Fitzgerald
Title: Chairman President