Attached files
| file | filename |
|---|---|
| EX-31.2 - EXHIBIT 31.2 - PHAZAR CORP | a50567891ex31_2.htm |
| EX-31.1 - EXHIBIT 31.1 - PHAZAR CORP | a50567891ex31_1.htm |
| EX-32.1 - EXHIBIT 32.1 - PHAZAR CORP | a50567891ex32_1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSSION
Washington D.C. 20549
Form 10-Q/A
(Mark One)
| [ X ] | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the quarterly period ended September 30, 2012 |
| [ ] | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT |
| For the transition period from ______________ to _______________ |
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Commission file number 0-12866
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PHAZAR CORP
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of Incorporation or organization)
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75-1907070
(IRS Employer Identification No.)
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101 S.E. 25th Avenue, Mineral Wells, Texas 76067
(Address of principal executive offices)
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(940) 325-3301
(Issuer’s telephone number)
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Securities registered pursuant to Section 12(b) of the Act
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Title of each class
Common Stock, $0.01 par value
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Name of each exchange
on which registered
NASDAQ Stock Market
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Securities registered pursuant to Section 12(g) of the Act: None
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Indicate by check mark whether the Registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing to such filing requirements for the past 90 days. Yes þ No £
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes þ No £
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and smaller reporting company” in Rule 12-b2 of the Exchange Act.
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Large accelerated filer £
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Accelerated filer £
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Non-accelerated filer (do not check if a smaller reporting company) £
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Smaller reporting company þ
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x No
As of February 14, 2013, 2,324,557 shares of Common Stock were outstanding.
EXPLANATORY NOTE
PHAZAR CORP (the “Company”), is filing this Amendment to its Annual Report on Form 10-Q for the first quarter ended September 30, 2012 to amend Item 4 Controls and Procedures for the purpose of disclosing the conclusions of our evaluation of internal controls over financial reporting. This Amendment to Form 10-Q is pursuant to Items 307 and 308 of Regulation S-K (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act).
Item 4 of the Company’s Form 10-Q for the period ending September 30, 2012 filed by the Company on November 9, 2012 is hereby amended and restated to state the following.
Item 4. Controls and Procedures
Management’s Evaluation of Internal Controls over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act. This system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the consolidated financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and disposition of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with U.S. generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. The scope of management’s assessment of the effectiveness of internal control over financial reporting includes all of our Company’s subsidiaries. Subject to the above, the Company’s internal control over financial reporting is effective.
The Company has had no change during the quarter ending September 30, 2012 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
The Company’s Chief Executive Officer and Chief Financial Officer evaluated the Company’s disclosure controls and procedures as of September 30, 2012. In making their assessment, the Company's Chief Executive Officer and Chief Financial Officer were guided by the releases issued by the SEC and to the extent applicable was based upon the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2012.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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DATE: February 19, 2013
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| PHAZAR CORP | |||
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/s/ Robert E. Fitzgerald | |
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Robert E. Fitzgerald, Principal Executive Officer
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and Director
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