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 2431, 2013

PHAZAR CORP. (Exact name of registrant as specified in its charter)

Delaware	0-12866	75-1907070
(State or other jurisdiction of incorporation)	(Commission file number)	(IRS employer ~~dentification~~identification no.)

101 S.E. 25TH AVENUE, MINERAL WELLS, TEXAS		76067
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code:	(940) 325-3301

Not Applicable

(Former name or former address, if changed since last report)

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~~INTRODUCTORY ~~5.07 Submission of Matters to a Vote of Security Holders.~~NOTE

On July 2431, 2013, ~~PHAZAR~~the ~~CORP~~merger (the “~~PHAZAR~~Merger”) ~~reconvened its Special Meeting~~ of ~~Stockholders~~Antenna ~~that~~Products ~~was~~Acquisition ~~originally~~Corp. ~~convened~~(“Merger ~~on July 16~~Sub”), ~~2013~~a ~~and~~wholly ~~adjourned~~owned tosubsidiary ~~July~~of 24QAR Industries, ~~2013~~Inc. (~~the~~ “~~Special Meeting~~Parent”)., ~~The~~with ~~matters~~and tointo bePHAZAR ~~voted~~CORP. ~~upon at~~ (the ~~reconvened Special Meeting were (i~~“Company”), apursuant ~~proposal~~ to ~~adopt~~ the Agreement and Plan of Merger, dated as of March 13, 2013 (the “Merger Agreement”), by and among ~~PHAZAR~~Parent, ~~QAR~~Merger ~~Industries,~~Sub ~~Inc. (“QAR”)~~ and ~~Antenna~~the ~~Products~~Company, ~~Acquisition~~was ~~Corp~~completed. As ~~(“Merger Sub”),~~ a ~~wholly~~result ~~owned subsidiary~~ of ~~Parent, pursuant to which (and subject to~~ the ~~conditions set forth therein)~~ Merger ~~Sub will merge with and into PHAZAR~~, ~~with~~the ~~PHAZAR~~Company ~~surviving~~is asnow a ~~private company~~ wholly owned bysubsidiary of Parent, ~~and~~which (ii) vote on a proposal to further adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there were insufficient votes at the time of the reconvened Special Meeting to approve the proposal to adopt the Merger Agreement. PHAZAR’s Board of Directors determined at the reconvened Special Meeting that it was ~~unnecessary~~formed toand ~~solicit~~is ~~additional~~controlled ~~proxies,~~by asRobert ~~there were sufficient votes to adopt the Merger Agreement~~E. ~~Therefore~~Fitzgerald, ~~the~~President ~~only~~and ~~proposal~~Chief ~~voted~~Executive ~~upon~~Officer atof the ~~reconvened Special Meeting was the proposal to adopt the Merger Agreement~~Company.

~~There~~Item ~~were~~3.01 ~~2,331,737~~Notice ~~shares~~ of ~~PHAZAR~~Delisting ~~Common~~or ~~Stock~~Failure ~~issued~~to ~~and~~Satisfy ~~outstanding~~a onContinued ~~the~~Listing ~~voting~~Rule ~~record date for the Special Meeting. There were present at the reconvened Special Meeting in person~~ or byStandard; ~~proxy~~Transfer ~~the holders~~ of ~~1,768,649 shares of PHAZAR Common Stock, constituting a quorum. The result for the matter voted on was as follows:~~Listing

1On July 31, 2013, in connection with the Merger, the Company requested that the NASDAQ Stock Market, LLC (“NASDAQ”) suspend the trading of the Company’s common stock on NASDAQ as of the close of business on July 31, 2013. On ~~Proposal~~July 31, 2013, NASDAQ filed with the Securities and Exchange Commission (the “SEC”) an application on Form 25 to ~~adopt~~delist the ~~Merger~~Company’s ~~Agreement~~common stock and deregister the Company’s common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, the Company intends to file with the SEC a certification and notice of termination on Form 15 with respect to the Company’s common stock, requesting that the Company’s common stock be deregistered under Section 12(g) of the Exchange Act, and that the reporting obligations of the Company with respect to its common stock under Sections 13(a) and 15(d) of the Exchange Act be suspended.

FOR	AGAINST	ABSTAIN
1,245,826	519,503	3,320

Item 5.01

Changes in Control of Registrant

~~The~~On ~~vote~~July ~~required~~31, to2013, ~~approve~~Parent ~~this~~completed ~~matter~~the ~~was~~acquisition ~~the~~of ~~affirmative~~100% ~~vote~~ownership of the ~~holders~~Company ofthrough athe ~~majority~~Merger of ~~the~~Merger ~~outstanding~~Sub ~~shares~~with ofand ~~PHAZAR~~into ~~Common~~the ~~Stock~~Company. The asCompany ofis the ~~voting~~surviving ~~record~~corporation ~~date~~in ~~for~~ the ~~Special~~Merger ~~Meeting. Accordingly,~~and ~~this~~is ~~matter~~a ~~was~~wholly ~~approved~~owned subsidiary of Parent.

~~Item~~Pursuant 8to the Merger Agreement, at the effective time of the Merger, each share of common stock of the Company that was outstanding immediately prior to the effective time, other than shares held by Mr.~~01 Other~~ ~~Events~~Fitzgerald and by Concorde Equity II, LLC, a Delaware limited liability company controlled by Mr. Fitzgerald (“Concorde”), converted into the right to receive $1.25 in cash, for aggregate consideration of approximately $2,541,231, which consideration was funded by a loan to Parent from Concorde.

OnItem ~~July~~5.02 ~~24,~~Departure ~~2013,~~of ~~PHAZAR~~Directors ~~issued~~or aCertain ~~press~~Officers; ~~release~~Election ~~announcing~~of ~~the~~Directors; ~~stockholders’~~Appointment ~~adoption~~ of ~~the~~Certain ~~Merger~~Officers; ~~Agreement,~~Compensatory ~~which~~Arrangements isof ~~attached~~Certain ~~hereto as Exhibit 99.1 and incorporated herein by reference.~~Officers

~~Item~~In 9connection with the Merger, the following members of the Company’s board of directors resigned as of the effective time of the Merger: Gary W.~~01 Financial~~ ~~Statements~~Havener, James W. Kenney, Thomas B. Reynolds and ~~Exhibits~~Michael F. Young. Robert E. Fitzgerald remains a director of the Company and President and Chief Executive Officer of the Company.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release dated July 24, 2013

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Pursuant to the Merger Agreement, at the effective time of the Merger, the certificate of incorporation and bylaws of the Company, as in effect immediately prior to the effective time of the Merger, were amended and restated to read in the forms of the certificate of incorporation and bylaws of Merger Sub as in effect immediately prior to the effective time of the Merger, except that the name of the Company remains “PHAZAR CORP.” Copies of the amended and restated certificate of incorporation and bylaws of the Company are attached hereto as Exhibits 3.1 and 3.2 hereto and are incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits.

	Exhibit No.		Description

	2.1		Agreement and Plan of Merger, dated as of March 13, 2013, by and among QAR Industries, Inc., Antenna Products Acquisition Corp. and PHAZAR CORP. (filed as an exhibit to the Current Report on Form 8-K filed by the Company on March 19, 2013 and incorporated herein by reference)
	3.1		Amended and Restated Certificate of Incorporation of PHAZAR CORP.
	3.2		Amended and Restated Bylaws of PHAZAR CORP.

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.

	PHAZAR CORP
Date: July 25, 2013
Date: August 1, 2013	/s/ Deborah Inzer
	/s/ Deborah Inzer
	Deborah Inzer
	Deborah Inzer
	Vice President and Chief Financial Officer
	Vice President and Chief Financial Officer

Filing Compare · PHAZAR CORP