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 ----------------------------------------------------------------------------- (Name of Issuer) Common Stock ----------------------------------------------------------------------------- (Title of Class of Securities) 0000724267 ------------------------------------- (CUSIP Number) Robert Fitzgerald 3959 Pender Drive, Suite 330, Fairfax, Virginia 22030 (571)205-2469 ----------------------------------------------------------------------------- (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 ----------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Robert Fitzgerald ###-##-##### ----------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [X] (B) [ ] ----------------------------------------------------------------------------- 3 SEC USE ONLY ----------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF ----------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] ----------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States ----------------------------------------------------------------------------- 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