8-K

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): September 30, 2004

YDI WIRELESS, INC. (Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of
incorporation) 000-29053 (Commission file number) 04-2751645 (IRS employer identification no.)

8000 Lee Highway, Falls Church, VA (Address of principal executive offices) 22042 (Zip code)

Registrant's telephone number, including area code: (703) 205-0600

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):

ý   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 1.01. Entry into a Material Definitive Agreement.

        On October 4, 2004, YDI Wireless, Inc. and Phazar Corp. issued a press release announcing that they had signed a third amendment to the merger agreement relating to the contemplated merger of the two companies.

        The September 30, 2004 third amendment changed the mechanical structure of the transaction from a reverse triangular merger to a forward triangular merger. In substance, that means that the merger would be accomplished mechanically by Phazar merging with and into Stun Acquisition Corporation, YDI’s merger subsidiary, rather than Stun Acquisition merging with and into Phazar. This was done for tax reasons so the merger could be treated as a tax-free reorganization rather than a taxable transaction to the Phazar stockholders. Phazar would still end up as a wholly-owned subsidiary of YDI, and Phazar stockholders would still receive 1.2 shares of YDI common stock for each share of Phazar common stock they own.

        The foregoing description of the merger agreement, as amended, and the September 30, 2004 amendment thereto does not purport to be complete and is qualified in its entirety by the terms and conditions of the merger agreement, a copy of which was filed as Exhibit 2.1 to the Form 8-K filed by YDI with the Securities and Exchange Commission on November 5, 2003, and of the September 30, 2004 amendment thereto, a copy of which is filed as Exhibit 2.1 hereto and is incorporated by reference. A copy of the October 4, 2004 press release is filed as Exhibit 99.1 and is incorporated by reference.

Where You Can Find Additional Information
        YDI expects to file with the Securities and Exchange Commission a registration statement on Form S-4 relating to the contemplated acquisition of Phazar, which is expected to include a proxy statement/prospectus of YDI and Phazar. YDI and Phazar urge their stockholders to read both the registration statement and the proxy statement/prospectus carefully when they become available because those documents will contain important information about YDI, Phazar, the acquisition, the persons soliciting the proxies relating to the acquisition, their interests in the transaction, and related matters. Investors and security holders will be able to obtain free copies of these documents through the SEC’s website at http://www.sec.gov and from the each of the companies’ Investor Relations departments.

        YDI and its executive officers and directors and Phazar and its executive officers and directors may be deemed to be participants in the solicitation of proxies from the stockholders of Phazar with respect to the transactions contemplated by this Form 8-K. Information regarding YDI’s officers and directors is included in YDI’s proxy statement, dated August 17, 2004, filed with the SEC on August 17, 2004, which is available free of charge at the SEC’s website. Information regarding Phazar’s officers and directors is included in Phazar’s Form 10-KSB, dated July 30, 2004, filed with the SEC on August 6, 2004, which is available free of charge at the SEC’s website. These two documents are available free of charge from each of the companies’ Investor Relations departments.

   Item 9.01 Financial Statements and Exhibits.

               (c)       Exhibits

                          See Exhibit Index.

SIGNATURE

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 5, 2004
YDI WIRELESS, INC.

By: /s/ David L. Renauld
      David L. Renauld
      Vice President

2

EXHIBIT INDEX

Number

2.1

99.1 Title

Amendment No. 3 to Agreement and Plan of Merger, dated as of September 30, 2004, by and
among YDI Wireless, Inc., Stun Acquisition Corporation, and Phazar Corp.

Press release dated October 4, 2004.

3

EX-2.1

AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGER

        This AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of September 30, 2004 among YDI WIRELESS, INC., a Delaware corporation (“Parent”), STUN ACQUISITION CORPORATION, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and PHAZAR CORP., a Delaware corporation (the “Company”).

RECITALS

        A.       Parent, the Company, and Merger Sub previously entered into an Agreement and Plan of Merger, dated as of October 30, 2003 (as amended to date, the “Original Agreement”), pursuant to which Merger Sub would have merged into the Company and the Company would have become a wholly owned subsidiary of Parent.

        B.        Parent, the Company, and Merger Sub desire to amend the Original Agreement to provide that the Company will merge into Merger Sub.

        NOW, THEREFORE, in consideration of the covenants, promises, and representations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

        1.        Recital A of the Original Agreement is hereby amended by replacing the current text of that section in its entirety with the following language:

Upon the terms and subject to the conditions of this Agreement and in accordance with the General Corporation Law of the State of Delaware (the “DGCL”), Parent and the Company will enter into a business combination transaction pursuant to which the Company will merge with and into Merger Sub (the “Merger”).

        2.        Section 1.1 of the Original Agreement is hereby amended by replacing the current text of that section in its entirety with the following language:

At the Effective Time (as defined in Section 1.2) and subject to and upon the terms and conditions of this Agreement and the applicable provisions of the DGCL, the Company shall be merged with and into Merger Sub, the separate corporate existence of the Company shall cease, and Merger Sub shall continue as the surviving corporation. Merger Sub as the surviving corporation after the Merger is hereinafter sometimes referred to as the “Surviving Corporation.” The name of the Surviving Corporation shall be Antenna Products Inc. At the Effective Time, the purpose of the Surviving Corporation shall be to conduct and engage in all lawful activities and business to the maximum extent permitted by the DGCL.

        3.        Except as specifically amended by this Amendment, the Original Agreement shall remain in full force and effect.

        4.        This Amendment may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. A facsimile or copy of a signature is valid as an original.

         [SIGNATURE PAGE FOLLOWS]

2

        IN WITNESS WHEREOF, Parent, Merger Sub, and the Company have caused this Amendment to be signed by their respective duly authorized officers, all as of the date first written above.

[Seal]








[Seal]








[Seal]





YDI WIRELESS, INC.


By:  /s/ Robert E. Fitzgerald

Name:  Robert E. Fitzgerald
             Chief Executive Officer


PHAZAR CORP.


By:   /s/ Gary W. Havener

Name:   Gary W. Havener
              President


STUN ACQUISITION CORPORATION


By:   /s/ Robert E. Fitzgerald

Name:   Robert E. Fitzgerald
              Chief Executive Officer

3

EX-99.1

YDI Wireless Contact:
David Renauld
(413) 665-8551

FOR IMMEDIATE RELEASE
October 4, 2004 Phazar Contact:
Kathy Kindle
(940) 325-3301

YDI WIRELESS AND PHAZAR MOVE FORWARD WITH MERGER

        FALLS CHURCH, VA and MINERAL WELLS, TX, October 4, 2004 – YDI Wireless, Inc. (Nasdaq:YDIW) and Phazar Corp (Nasdaq:ANTP) today provided a status report on their contemplated merger.

        Effective September 30, 2004, YDI and Phazar amended the merger agreement in a technical manner. For tax purposes, the merger was restructured to be a forward triangular merger with Phazar merging into the YDI merger subsidiary instead of a reverse triangular merger with the YDI merger subsidiary merging into Phazar. Phazar will still end up as a wholly-owned subsidiary of YDI, and Phazar stockholders will still receive 1.2 shares of YDI common stock for each share of Phazar common stock they own.

        Also, Phazar has received a second opinion as to the fairness, from a financial point of view, of the contemplated merger to the Phazar stockholders. The receipt of this second fairness opinion had been a condition to Phazar completing the transaction.

        As a result, YDI and Phazar are moving forward with the process to complete the merger and hope to have the merger completed by November 30, 2004.

About YDI Wireless/Terabeam Wireless
Terabeam Wireless is the business name of YDI Wireless, Inc. Terabeam Wireless is a world leader in providing extended range, license-free wireless data equipment and is a leading designer of turnkey long distance wireless systems ranging from 9600 bps to 1.44 Gbps for applications such as wireless Internet, wireless video, wireless LANs, wireless WANs, wireless MANs, and wireless virtual private networks. Additional information about Terabeam Wireless as well as its complete product line can be found at the company’s website located at http://www.terabeam.com or by contacting the company by telephone at 413-665-8551 or by email at IR@terabeam.com.

About Phazar Corp.
Phazar Corp. is a holding company with Antenna Products Corporation, Tumche Corp. (fka Phazar Aerocorp, Inc.), Phazar Antenna Corp., and Thirco, Inc. as its subsidiaries. Through its primary operating subsidiaries Antenna Products Corporation and Phazar Antenna Corp., Phazar designs, manufactures, and markets a wide range of standard and custom antennas and related products such as towers, support structures, masts, and communications accessories for governmental and commercial customers. Additional information about Phazar as well as its product line can be found at the company’s websites located at http://www.phazar.com and at http://www.antennaproducts.com or by contacting the company by telephone at 940-325-3301 or by email at kindle@antennaproducts.com.

Safe Harbor Statement
Statements in this press release that are not statements of historical facts, including statements regarding the contemplated acquisition of Phazar by YDI and the combined company’s business outlook or expected products, capabilities, performance, or developments, are forward-looking statements that involve risks, uncertainties, and assumptions. There can be no assurance that the acquisition described in this press release or any other

YDI Wireless and Phazar Corp
Move Forward with Merger
October 4, 2004
Page 2

combination transaction between YDI and Phazar will be consummated. The actual results of YDI, Phazar, or the combined company following an acquisition may differ materially from the results anticipated in these forward-looking statements. The forward-looking statements involve risks and uncertainties that could contribute to such differences including those relating to the companies’ ability and desire to satisfy the conditions to closing the transaction set forth in the definitive transaction documentation (including, without limitation, the need to obtain regulatory approvals and the approval of Phazar’s stockholders); the substantial time and costs each company will be expending and incurring relating to a contemplated transaction; the ability and time required to obtain any necessary regulatory approvals and clearances, including federal and state securities registrations, qualifications, approvals, clearances, and/or exemptions, needed to consummate a transaction; the ability of the companies to integrate in a cost-effective, timely manner without material loss of employees or customers; the risk that the expected synergies and other benefits of the transaction will not be realized at all or to the extent expected; the risk that cost savings from the transaction may not be fully realized or may take longer to realize than expected; reactions, either positive or negative, of investors, competitors, customers, suppliers, employees, and others to the transaction; the time and costs required to complete the contemplated transaction and then integrate the companies; management and board interest in and distraction due to the contemplated transaction and integrating the companies; the uncertain impact on the trading market, volume, and price of each company’s stock; the downturn and ongoing uncertainty in the telecommunications industry and larger economy; the intense competition in the companies’ industries and resulting impacts on their pricing, gross margins, and general financial performance; difficulties in predicting the combined company’s future financial performance; and risks arising from and relating to YDI’s recent acquisitions of Terabeam Corporation, Ricochet Networks, Inc., and KarlNet, Inc. and the companies’ ability to achieve the contemplated benefits of those transactions. Further information on these and other factors that could affect the actual results of YDI, Phazar, or the combined company is included in filings made by YDI and Phazar from time to time with the Securities and Exchange Commission and in the companies’ other public statements.

Where You Can Find Additional Information
YDI expects to file with the Securities and Exchange Commission a registration statement on Form S-4 relating to the contemplated acquisition of Phazar, which is expected to include a proxy statement/prospectus of YDI and Phazar. YDI and Phazar urge their stockholders to read both the registration statement and the proxy statement/prospectus carefully when they become available because those documents will contain important information about YDI, Phazar, the acquisition, the persons soliciting the proxies relating to the acquisition, their interests in the transaction, and related matters. Investors and security holders will be able to obtain free copies of these documents through the SEC’s website at http://www.sec.gov and from the each of the companies’ Investor Relations departments.

YDI and its executive officers and directors and Phazar and its executive officers and directors may be deemed to be participants in the solicitation of proxies from the stockholders of Phazar with respect to the transactions contemplated by this press release. Information regarding YDI’s officers and directors is included in YDI’s proxy statement, dated August 17, 2004, filed with the SEC on August 17, 2004, which is available free of charge at the SEC’s website. Information regarding Phazar’s officers and directors is included in Phazar’s Form 10-KSB, dated July 30, 2004, filed with the SEC on August 6, 2004, which is available free of charge at the SEC’s website. These two documents are available free of charge from each of the companies’ Investor Relations departments.