QuickLinks-- Click here to rapidly navigate through this documentAs filed with the Securities and Exchange Commission on August , 2002January 20, 2010
United States
SECURITIES AND EXCHANGE COMMISSION
FormFORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
California Amplifier, Inc.
CALAMP CORP.
(Exact name of registrant as specified in its charter)
California | 95-3647070 |
(State or other jurisdiction of
incorporation or organization) | (I.R.S. Employer
Identification No.) |
460 Calle San PabloDelaware
Camarillo,(State or other jurisdiction of
incorporation or organization)
95-3647070
(I.R.S. Employer Identification Number)
1401 N. Rice Avenue
Oxnard, California 9301293030
(805) 987-9000
(Address, including zip code, and telephone number, including area code, of
registrant'sregistrant’s principal executive offices)
Fred M. SturmRichard K. Vitelle
Vice President Finance and Chief ExecutiveFinancial Officer
460 Calle San PabloCalAmp Corp.
Camarillo,1401 N. Rice Avenue
Oxnard, California 9301293030
(805) 987-9000(Name, address, including zip code, and telephone number,
including area code, of agent for service)
| | |
Peter W. Wardle, Esq. Gibson, Dunn & Crutcher LLP 333 South Grand Avenue Los Angeles, California 90071 (213) 229-7000 | | Steven E. Siesser, Esq. Lowenstein Sandler PC 1251 Avenue of the Americas New York, New York 10020 (212) 262-6700 |
Peter F. Ziegler, Esq.
Gibson, Dunn & Crutcher, LLP
333 South Grand Avenue
Los Angeles, California 90071
(213) 229-7000
Approximate date of commencement of proposed sale to the public:From time to time after the effective date of this Registration Statement.
Statement, as determined by market conditions.
If the only securities being registered on this
formForm are being offered pursuant to dividend or interest reinvestment plans,
please check the following box:
oIf any of the securities
being registered on this
formForm are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans,
please check the following box:
ýþIf this
formForm is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act,
of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering: offering.oIf this
formForm is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering: offering.oIf delivery ofthis Form is a registration statement pursuant to General Instruction I.D. or a post effective amendment thereto that shall become effective upon filing with the prospectus is expected to be madeCommission pursuant to Rule 434, please462(e) under the Securities Act, check the following box: box.o
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.o *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 12b-2 of the Exchange Act (check one):
| | | | | | |
Large accelerated filero | | Accelerated filero | | Non-accelerated filero(Do not check if a smaller reporting company) | | Smaller reporting companyþ |
CALCULATION OF REGISTRATION FEE
| | | | | | | | | | | | | | |
|
| | | | | | | Proposed Maximum | | | Proposed Maximum | | | | |
| Title of Each Class of Securities | | | Amount to be | | | Offering Price | | | Aggregate Offering | | | Amount of | |
| to be Registered | | | Registered (1) | | | Per Share(2) | | | Price(2) | | | Registration Fee(2) | |
| Common Stock | | | 2,431,819 | | | $3.27 | | | $7,952,048 | | | $566.98 | |
|
| | |
(1) | | In accordance with Rule 416 under the Securities Act of 1933, also includes an indeterminable number of shares that may become issuable by reason of stock splits, stock dividends, and similar transactions. |
|
(2) | | Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) of the Securities Act of 1933 based on the average of the high and low sales prices of the common stock, as reported on the Nasdaq Stock Market on January 19, 2010. |
The registrantRegistrant hereby amends this registration statementRegistration Statement on such date or dates as may be necessary to delay its effective date until the registrantRegistrant shall file a further amendment which specifically states that this registration statementRegistration Statement shall thereafter become effective in accordance withSection 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a) of the Securities Act of 1933, as amended, may determine.
|
Title of Each Class of Securities to be Registered | | Amount to be Registered | | Proposed Maximum Offering Price Per Share(1) | | Proposed Maximum Aggregate Offering Price | | Amount of Registration Fee |
|
Common Stock | | 929,086 shares | | $3.57 | | $3,316,837 | | $305.15 |
|
(1)Estimated pursuant to Rule 457(a) solely for the purpose of computing the registration fee. On August 28, 2002, the average high and low sale prices for the common stock of California Amplifier, Inc. as reported by the Nasdaq Stock Market's National Market was $3.57.
The information in this prospectus is not complete and may be changed. YouThe selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. Subject to Completion, Dated January 20, 2010
CALIFORNIA AMPLIFIER, INC.2,431,819 Shares
CalAmp Corp.
Common Stock929,086 SHARES OF COMMON STOCK The selling stockholders described below are offering and selling
This prospectus relates to the disposition of up to
929,0862,431,819 shares of
CalAmp Corp., or CalAmp, common stock, par value
$.01$0.01 per share,
by the selling stockholders listed in this prospectus or their permitted transferees. All of
California Amplifier, Inc. Theseour shares
have been issuedoffered hereby are being sold by
usthe selling stockholders named in
connection with the recent acquisition of substantially all of the assets of Kaul-Tronics, Inc., NGP, Inc.this prospectus, and
Interactive Technologies International, LLC. Wewe will not receive any
of the proceeds from
the sale of the
shares by the selling stockholders.securities included in this prospectus.
The prices at which the selling stockholders or their permitted transferees may sell ourdispose of their CalAmp shares or interests therein will be determined by the selling stockholders at the time of sale and may be at fixed prices, at the prevailing market price for the shares, at prices related to such market price, at varying prices determined at the time of sale, or at negotiated prices. Information regarding the selling stockholders and the times and manner in privately negotiated transactions.which they may offer and sell the shares or interests therein under this prospectus is provided under the sections titled “Selling Stockholders” and “Plan of Distribution” in this prospectus. The selling stockholders may resell the common stock to or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions.
Our common stock trades on the Nasdaq Stock Market, or Nasdaq, under the symbol “CAMP”. On
August 28, 2002,January 19, 2010, the last reported sale price of our common stock
on Nasdaq was
$3.51$3.25 per share.
Our common stock
Pursuant to a registration rights agreement, we agreed to file the shelf registration statement of which this prospectus is
quoted on The Nasdaq Stock Market's National Market undera part, to cover the
symbol: "CAMP."Investing inresale of 1,931,819 shares of our common stock involvesissued to certain of the selling stockholders that purchased our common stock in a high degreeprivate placement transaction on December 22, 2009. In addition, we entered into a separate registration rights agreement in connection with a subordinated note and warrant purchase agreement, pursuant to which we agreed, at the holder’s election, to include in any registration statement that we file in respect of risk. See "Risk Factors" on page 4.
Theour securities the resale of 500,000 shares of our common stock offered or soldsubject to warrants issued by us under this prospectus have not been approved or disapproved bythe subordinated note and warrant purchase agreement.
INVESTING IN OUR SHARES INVOLVES RISK. YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORS FOR OUR SHARES, WHICH ARE LISTED ON PAGE 4 OF THIS PROSPECTUS. SEE “RISK FACTORS”.
Neither the Securities and Exchange Commission ornor any state securities commission nor havehas approved or disapproved of these organizationssecurities or determined thatif this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is August , 2002January 20, 2010
TABLE OF CONTENTS
About This Prospectus | | | | |
| | Page | |
| | | 2 | |
| | | 3 |
The Company |
|
3 |
Recent Developments | |
3 | 4 | |
The Offering | |
4 | 11 | |
Risk Factors | |
4 | 11 | |
Registration Rights | |
10 | 12 | |
Use Of Proceeds | |
11 | 16 | |
Selling Stockholders | |
11 | 18 | |
Plan Of Distribution | |
12 | 18 | |
Legal Matters | |
13 | 18 | |
Experts |
|
13EX-5.1 |
Where You Can Find Additional Information |
|
14EX-23.2 |
Forward Looking Information |
|
15EX-23.3 |
In
This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or the SEC, using a “shelf” registration or continuous offering process. Under this shelf process, selling stockholders may from time to time sell the shares of common stock described in this prospectus unless indicated otherwise, "California Amplifier," "the Company," "we," "us,"in one or more offerings.
All references to “Company,” “CalAmp,” “we,” “our” or “us” refer solely to CalAmp Corp. and
"our" refernot to
California Amplifier, Inc. and its subsidiaries.the persons who manage us or sit on our Board of Directors or are our stockholders. Reference to “selling stockholders” refers to those stockholders listed herein under “Selling Stockholders” beginning on page 12 of this prospectus, who may sell shares from time to time as described in this prospectus. All trade names used in this prospectus are either our registered trademarks or trademarks of their respective holders.
No person
ishas been authorized to give any information or to make any representations other than those contained
or incorporated by reference in this prospectus
in connection with the offering made hereby, and if given or made, such information or representations must not be relied upon as having been
authorized. This prospectus does not constitute an offer to sellauthorized by CalAmp, any selling stockholder or
the solicitation of an offer to buyby any
securities other
than the securities described in this prospectus or an offer to sell or the solicitation of an offer to buy such securities in any circumstances in which such offer or solicitation is unlawful.person. Neither the delivery of this prospectus nor any sale made hereunder shall, under any circumstances, create any implication that
there has been no change in our affairs since the date hereof or that the information
contained or incorporated by reference herein is correct as of any time subsequent to the date
of such information.2
ABOUT THIS PROSPECTUS
hereof. This prospectus is partdoes not constitute an offer to sell or a solicitation of a registration statement we filed with the Securities and Exchange Commission using a "shelf" registration process. Under this shelf process, the selling stockholders may sell upan offer to 929,086 shares of our Common Stock.
This prospectus provides a description ofbuy any security other than the securities that may be offered from time to time. Each time the selling stockholders sell securities pursuant tocovered by this prospectus, if required, they will describe specific information about the offeringnor does it constitute an offer to or solicitation of any person in a prospectus supplement,any jurisdiction in which we will deliver with this prospectus. Such prospectus supplement, if any,such offer or solicitation may also add, update or change thenot lawfully be made.
SUMMARY
The following summary highlights selected information contained or incorporated by reference in this prospectus. You should read this prospectus and the applicable prospectus supplement, if any, together with the additional information described under the heading "Where You Can Find More Information." This summary provides an overview of selected information and maydoes not contain all of the information that ismay be important to you. You should carefully read thethis entire prospectus, carefully, including the financial data and related notes and the information we have incorporateddocuments identified under the caption “Incorporation of Certain Information by reference before making an investment decision.
Reference.”
As used in this prospectus, the terms “CalAmp,” “the Company,” “we,” “our” and “us” refer to CalAmp Corp. and its subsidiaries as a combined entity, except in the places where it is clear that the terms mean only CalAmp Corp.
THE COMPANY
We are engaged in
CalAmp Corp. is a provider of wireless communications solutions that enable anytime/anywhere access to critical data and content. CalAmp’s Wireless DataCom business serves the design, manufacturepublic safety, utility, industrial monitoring and marketing of a broad line of integrated microwave fixed point receptioncontrols, and transmission products used primarily in satellite television and terrestrial broadband applications. Ourmobile resource management (“MRM”) markets. CalAmp’s Satellite Products business unit designs and markets reception components forsupplies outdoor customer premise equipment to the worldwideU.S. Direct Broadcast Satellite ("DBS"(“DBS”) television market as well as a full line of consumer and commercial products for video and data reception. market.
Wireless DataCom
The Wireless Access business unit designsDataCom segment serves the public safety, industrial monitoring and markets integratedcontrols, and MRM segments with wireless solutions that extend communications networks to field applications, thereby enabling coordination of emergency response teams, increasing productivity and optimizing workflow for the mobile workforce, improving management controls over valuable remote assets, and enabling novel applications in a connected world.
Satellite
The Company’s DBS reception products are sold primarily to the two U.S. DBS system operators, Echostar and two-way transmission fixed wirelessDirecTV, for incorporation into complete subscription satellite television systems. Prior to fiscal 2008, the Company’s overall revenue consisted principally of sales of satellite television outdoor reception equipment for the U.S. DBS industry. As the result of a DBS product performance issue, the Company’s historically largest DBS customer substantially reduced its purchases of the Company’s products for video, voice, data, telephonyin fiscal 2008. In May 2008, the Company resumed product shipments to this customer. There were no sales to the Company’s other DBS customer in the last 12 months due to pricing and networking applications. In our fiscal year ended February 28, 2002, our revenues were $100.7 millioncompetitive pressures and our net income was $4.5 million. the time period involved in getting next generation products qualified with this customer.
We were incorporated in California in 1981 and
we reincorporated in Delaware in 1987.
Our principal executive offices are located at 460 Calle San Pablo, Camarillo,1401 N. Rice Avenue, Oxnard, California 93012.93030. Our telephone number is (805) 987-9000 and our website address ishttp://www.calamp.com. Information contained in our website is not a part of this prospectus.
2
RECENT DEVELOPMENTS
On April 5, 2002, the Company acquired substantially all of the assets, properties and rights of Kaul-Tronics, Inc. ("Kaul-Tronics"), a Wisconsin corporation, and two affiliated companies, NGP Inc. ("NGP") and Interactive Technologies International LLC, (collectively, "KTI") in an asset purchase transaction. The operations we acquired involve primarily the design and manufacture of satellite antenna dishes used in the DBS industry. The satellite antenna dishes of the type produced by KTI, and the downconverter/amplifier devices of the type we produce, together comprise the outdoor portion of customer premise equipment for DBS television reception. In calendar year 2001, KTI had revenues of approximately $36 million and pretax income of $4.8 million. KTI's 2001 revenues included approximately $12 million of satellite downconverter/amplifier devices of the type we produce.
The aggregate purchase price was approximately $22.7 million, consisting of a cash payment of approximately $16.1 million, issuance of 929,086 shares of the Company's common stock valued at approximately $6.1 million, and transaction costs of approximately $530,000. The acquisition gave rise to goodwill of approximately $17.7 million.
3
| | |
CalAmp securities being offered | | CalAmp common stock, par value $0.01 per share. |
| | |
Number of shares being offered | | 2,431,819 (1) |
| | |
Use of Proceeds | | We will not receive any proceeds from the sale of the shares in this offering. See “Use of Proceeds” on page 11 of this prospectus. |
| | |
Transfer Agent | | American Stock Transfer & Trust Co., LLC. |
| | |
NASDAQ National Market Symbol | | CAMP |
| | |
(1) | | We issued 1,931,819 of these shares to certain of the selling stockholders in connection with a Securities Purchase Agreement, dated December 22, 2009 (the “Securities Purchase Agreement”), among CalAmp and those selling stockholders named in the Securities Purchase Agreement. In addition, 500,000 of these shares are subject to warrants issued by us pursuant to a Subordinated Note and Warrant Purchase Agreement, dated December 22, 2009 (the “Note Purchase Agreement”), among CalAmp and those selling stockholders named in the Note Purchase Agreement. |
The selling stockholders may offer and sell up to an aggregate of 929,086the shares of our common stock subject to this prospectus from time to time and in various types of transactions (directly to purchasers, or to or through underwriters, agents or dealers designated from time to time), including sales in the open market, sales in negotiated transactions and sales by a combination of these methods, and may also decide not to sell all the shares they are allowed to sell under this prospectus. The selling stockholders obtainedwill act independently of CalAmp in making decisions with respect to the timing, manner and size of each sale. The selling stockholders may sell shares they are offering under this prospectusat the market price of the common stock at the time of a sale, at prices relating to the market price over a period of time, or at prices negotiated with the buyers of shares. Furthermore, the selling stockholders may enter into hedging transactions with broker-dealers in connection with distributions of shares or otherwise.
Before making a decision about investing in our acquisition of substantiallycommon stock, we urge you to carefully consider the specific risks contained in the section titled “Risk Factors” below, and any applicable prospectus supplement, together with all of the assetsother information contained in this prospectus and any prospectus supplement or appearing or incorporated by reference in the registration statement of KTI on April 5, 2002.which this prospectus is a part.
3
Our business is subject to a number of risks, some of which are discussed below. Other risks are presented elsewhere in this prospectus and in the information incorporated by reference into the prospectus. You should consider the following risks carefully in addition to the other information contained in this prospectus you should carefully consider(including the following risk factors in evaluating us, our business and our prospectsinformation incorporated by reference) before you purchase anypurchasing shares of our common stock. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business operations. If any of the followingthese risks actually occurs, our business, financial condition or results of operationoperations could be seriously harmed. In that event, the market price for our common stock could decline and financial condition would suffer significantly.you may lose all or part of your investment.
Risks RelatedRelating to Our Business The Company's business operations and implementation ofCompany is dependent on its long-term business strategy are subject to significant risks inherent in its business, including, without limitation,major customers, the risks and uncertainties described below. The occurrenceloss of any one or more of the risks or uncertainties described belowwhich could have a material adverse effect on the Company's financial condition, resultsCompany’s future sales and its ability to grow.
The Company’s major customer during the first three quarters of
operationsfiscal 2010, Echostar, accounted for 46.2% of the Company’s consolidated revenues during the nine months ended November 30, 2009. The Company’s top two customers during fiscal 2009, Echostar and
cash flows.OUR BUSINESS IS SUBJECT TO MANY FACTORS THAT COULD CAUSE OUR QUARTERLY OR ANNUAL OPERATING RESULTS TO FLUCTUATE AND OUR STOCK PRICE TO BE VOLATILE.
Our quarterlyDirecTV, accounted for 15.7% and annual operating results have fluctuated10.3%, respectively, of the Company’s consolidated revenues for fiscal 2009. Echostar and DirecTV in the pastaggregate accounted for 34.8% of CalAmp’s consolidated revenues for fiscal 2008 and may fluctuate significantly69.5% of its consolidated revenues for fiscal 2007. EF Johnson Technologies, Inc. accounted for 4.8%, 14.2% and 5.3% of CalAmp’s consolidated revenues for fiscal 2009, 2008 and 2007, respectively. The loss of Echostar, DirecTV or EFJ as a customer, a deterioration in the future due to a variety of factors, many of which are outside of our control. If our quarterly or annual operating results do not meet the expectations of securities analysts and investors, the trading price of our common stock could significantly decline. Some of the factors that could affect our quarterly or annual operating results include:
•the timing and amount of, or cancellation or rescheduling of, orders for our products;
•our ability to develop, introduce, ship and support new products and product enhancements and manage product transitions; announcements, new product introductions and reductions in price of products offered by our competitors;
•our ability to achieve cost reductions;
•our ability to obtain sufficient supplies of sole or limited source components for our products;
•our ability to achieve and maintain production volumes and quality levels for our products;
•the volume of products sold and the mix of distribution channels through which they are sold;
•the lossoverall business of any one of our major customers or a significant reduction in orders from those customers;
•increased competition, particularly from larger, better capitalized competitors;
•fluctuations in demand for our products and services; and
•telecommunications and wireless market conditions specifically and economic conditions generally.
Due in part to factors such as the timing of product release dates, purchase orders and product availability, significant volume shipments of products could occur at the end of our fiscal quarter. Failure to ship products by the end of a quarter may adversely affect our operating results. In the future, our customers may delay delivery schedules or cancel their orders without notice. Due to these
4
and other factors, quarterly revenue, expenses and results of operations could vary significantly in the future, and period-to-period comparisons should not be relied upon as indications of future performance.
BECAUSE SOME OF OUR KEY COMPONENTS ARE FROM SOLE SOURCE SUPPLIERS OR REQUIRE LONG LEAD TIMES, OUR BUSINESS IS SUBJECT TO UNEXPECTED INTERRUPTIONS, WHICH COULD CAUSE OUR OPERATING RESULTS TO SUFFER.
Some of our key components are complex to manufacture and have long lead times. Also, some of our components are purchased from sole source vendors for which alternative sources are not readily available. In the event of a reduction or interruption of supply, or a degradation in quality, as many as six months could be required before we would begin receiving adequate supplies from alternative suppliers, if any. As a result, product shipments could be delayed and our revenues and results of operations would suffer. If we receive a smaller allocation of component parts than is necessary to manufacture products in quantities sufficient to meet customer demand, customers could choose to purchase competing products and we could lose market share.
OUR LACK OF PRODUCT DIVERSIFICATION MEANS THAT ANY DECLINE IN PRICE OR DEMAND FOR OUR PRODUCTS WOULD ADVERSELY AFFECT OUR BUSINESS.
Our Satellite and Wireless Access products have accounted for substantially all of our historical revenue and are expected to do so for the foreseeable future. Consequently, a decline in the price of, or demand for, our Satellite or Wireless Access products, or their failure to achieve or maintain broad market acceptance, would adversely affect our business.
IF WE DO NOT MEET PRODUCT INTRODUCTION DEADLINES, OUR BUSINESS COULD BE ADVERSELY AFFECTED.
Our inability to develop new products or product features on a timely basis, or the failure of new products or product features to achieve market acceptance, could adversely affect our business. In the past, we have experienced design and manufacturing difficulties that have delayed our development, introduction or marketing of new products and enhancements which has caused us to incur unexpected expenses. In addition, some of our customers have conditioned their future purchases of our products on the addition of product features. In the past we have experienced delays in introducing new features. Furthermore, in order to compete in some markets, we will have to develop different versions of our existing products that operate at different frequencies and comply with diverse, new or varying governmental regulations in each market.
DEMAND FOR OUR PRODUCTS FLUCTUATES RAPIDLY AND UNPREDICTABLY, WHICH MAKES IT DIFFICULT TO MANAGE OUR BUSINESS EFFICIENTLY AND CAN REDUCE OUR GROSS MARGINS AND PROFITABILITY.
Our cost structure is based in part on our expectations for future demand. Many costs, particularly those relating to capital equipment and manufacturing overhead, are relatively fixed. The rapid and unpredictable shifts in demand for our products make it difficult to plan manufacturing capacity and business operations efficiently. If demand is significantly below expectations, we may be unable to rapidly reduce these fixed costs, which can diminish gross margins and cause losses. A sudden downturn may also leave us with excess inventory, which may be rendered obsolete as products evolve during the downturn and demand shifts to newer products. Our ability to reduce costs and expenses is further constrained because we must continue to invest in research and development to maintain our competitive position and to maintain service and support for our existing global customer base. Conversely, in sudden upturns, we sometimes incur significant costs to rapidly expedite delivery of components, procure scarce components and outsource additional manufacturing processes. These costs could reduce our gross margins and overall profitability. Any of these results could adversely affect our business.
5
BECAUSE WE SELL SOME OF OUR PRODUCTS IN COUNTRIES OTHER THAN THE UNITED STATES, SUBJECTING US TO DIFFERENT REGULATORY SCHEMES, AND WE HAVE A SIGNIFICANT FOREIGN SUPPLY BASE, WE MAY NOT BE ABLE TO DEVELOP PRODUCTS THAT WORK WITH THE DIFFERENT STANDARDS RESULTING IN OUR INABILITY TO SELL OUR PRODUCTS, AND, FURTHER, WE MAY BE SUBJECT TO POLITICAL, ECONOMIC, AND OTHER CONDITIONS AFFECTING SUCH COUNTRIES THAT COULD RESULT IN REDUCED SALES OF OUR PRODUCTS AND WHICH COULD ADVERSELY AFFECT OUR BUSINESS.
If our sales are to grow in the longer term, we must continue to sell our products in many different countries. Many countries require communications equipment used in their country to comply with unique regulations, including safety regulations, radio frequency allocation schemes and standards. If we cannot develop products that work with different standards, we will be unable to sell our products. If compliance proves to be more expensive or time consuming than we anticipate, our business would be adversely affected. Some countries have not completed their radio frequency allocation process and therefore we do not know the standards with which we would be forced to comply. Furthermore, standards and regulatory requirements are subject to change. If we fail to anticipate or comply with these new standards, our business and results of operations will be adversely affected.
Sales to customers outside the U.S. accounted for 16.5% and 19.9% of our total sales for the fiscal years ended February 28, 2002 and 2001, respectively. Accordingly, we are subject to the political, economic and other conditions affecting countries or jurisdictions other than the U.S., including Africa, the Middle East, Europe and Asia. Additionally, a substantial portion of our components and subassemblies are procured from foreign suppliers located primarily in Hong Kong, mainland China, Taiwan, and other Pacific Rim countries. Any interruption or curtailment of trade between the countries in which we operate and their present trading partners, change in exchange rates, a significant shift in U.S. trade policy toward these countries or a significant downturn in the political, economic or financial condition of these countries could cause demand for and sales of our products to decrease, cause disruption of our supply channels or otherwise disrupt our operations, cause our costs of doing business to increase, or subject us to increased regulation including future import and export restrictions, any of which could adversely affect our business.
WE RELY ON A RELATIVELY LIMITED NUMBER OF CUSTOMERS FOR A LARGE PORTION OF OUR SALES AND BUSINESS.
We generate a significant portion of our sales from a relatively small number of customers. Sales to our four largest customers accounted for approximately 82% and 56% of total sales in the fiscal years ended February 28, 2002 and 2001, respectively. Furthermore, if the pending merger between Echostar Communications Corporation and DirectTv is consummated, our customer base could become even more concentrated because we sell, directly or indirectly, to both of these DBS system operators. The loss of,them, or a decrease in ordersthe volume of sales by oneany of them, could result in decreased sales for us and could have a material adverse impact on our ability to grow our business. A substantial decrease or moreinterruption in business from any of our majorthese key customers could adversely affect our sales,result in write-offs or in the loss of future business and reputation.
In addition, Sprint,could have a material adverse effect on the largest MMDS license holder in the U.S., accounted for 62%Company’s business, financial condition or results of operations.
We do not currently have long-term contracts with customers and 37% of the sales of our Wireless Access business unit in fiscal years ended February 28, 2002 and 2001, respectively. In October 2001, Sprint announced that it has suspendedcustomers may cease purchasing products at any new deployments of broadband wireless equipment, as well as ceasing the acquisition of any new customers, until a second-generation systemtime, which could be evaluated. Our Wireless Access business unit has only a small number of other customers. We expect little or no revenue from Sprint insignificantly harm our fiscal year ending February 28, 2003.6
WE DO NOT HAVE LONG-TERM CONTRACTS WITH OUR CUSTOMERS AND OUR CUSTOMERS MAY CEASE PURCHASING OUR PRODUCTS AT ANY TIME.
revenues.
We generally do not have long-term contracts with our customers. As a result, our agreements with our customers do not
currently provide
us with any assurance of future sales.
Accordingly, ourThese customers can cease purchasing
our products
from us at any time without penalty,
our customersthey are free to purchase products from our competitors,
we are exposedthey may expose us to competitive price pressure on each order and
our customersthey are not required to make minimum purchases.
OUR WIRELESS ACCESS BUSINESS IS SUBJECT TO RAPID TECHNOLOGY CHANGES, EVOLVING STANDARDS AND GOVERNMENT REGULATION.
Any of these actions taken by our customers could have a material adverse effect on the Company’s business, financial condition or results of operations.
Because the markets in which we compete are highly competitive and many of our competitors have greater resources than us, we cannot be certain that our products will continue to be accepted in the marketplace or capture increased market share.
The market for
wireless Internet access served by our Wireless Access business is subject to rapid technological change, frequent new service introductionsDBS products and
evolving industry standards. We believe that our future success will depend largely on our ability to anticipate or adapt to these changes and to offer, on a timely basis, products that meet evolving standards. We cannot predict the extent to which competitors using existing or future methods of delivery of Internet access services will compete with our services. We cannot assure you that:•existing, proposed or undeveloped technologies will not render our broadbandother wireless systems less profitable or less viable,
•we will have the resources to acquire new technologies or to introduce new services that could compete with future technologies, or
•we will be successful in responding to technological changes in a timely and cost effective manner.
Additionally, regulatory changes by the U.S. Federal Communications Commission or by regulatory agencies outside the United States, including changes in the allocation of available frequency spectrum, could significantly affect our operations by restricting our development efforts, rendering current products obsolete, or increasing the opportunity for additional competition. There can be no assurance that new regulations will not be promulgated that could materially and adversely affect our business and operating results.
BECAUSE THE MARKETS IN WHICH WE COMPETE ARE HIGHLY COMPETITIVE AND MANY OF OUR COMPETITORS HAVE GREATER RESOURCES THAN WE HAVE, WE CANNOT BE CERTAIN THAT OUR PRODUCTS WILL CONTINUE TO BE ACCEPTED IN THE MARKETPLACE OR CAPTURE INCREASED MARKET SHARE.
The market for integrated microwave fixed point reception and transmission products is intensely competitive and characterized by rapid technological change, evolving standards, short product life cycles, and price erosion. We expect competition to intensify as currentour competitors expand their product offerings and new competitors enter the market. Given the highly competitive environment in which we operate, we cannot be sure that any competitive advantages currently enjoyed by our products wouldwill be sufficient to establish and sustain our products in the market. Any increase in price or other competition could result in erosion of our market share, to the extent we have obtained market share, and would have a negative impact on our financial condition and results of operations. We cannot provide assurance that we will have the financial resources, technical expertise or marketing and support capabilities to compete successfully.
Information about the Company’s competitors is included under the caption “COMPETITION” in Part I, Item 1 of the Company’s Annual Report on Form 10-K for the year ended February 28, 2009 as filed with the SEC on May 12, 2009.
4
Our business is subject to many factors that could cause our quarterly or annual operating results to fluctuate and our stock price to continue to compete successfully. We face competition frombe volatile.
Our quarterly and annual operating results have fluctuated in the past and may fluctuate significantly in the future due to a variety of companies,factors, many of which generally varyare outside of our control. Some of the factors that could affect our quarterly or annual operating results include:
| • | | the timing and amount of, or cancellation or rescheduling of, orders for our products; |
|
| • | | our ability to develop, introduce, ship and support new products and product enhancements and manage product transitions; |
|
| • | | announcements, new product introductions and reductions in the price of products offered by our competitors; |
|
| • | | our ability to achieve cost reductions; |
|
| • | | our ability to obtain sufficient supplies of sole or limited source components for our products; |
|
| • | | our ability to achieve and maintain production volumes and quality levels for our products; |
|
| • | | our ability to maintain the volume of products sold and the mix of distribution channels through which they are sold; |
|
| • | | the loss of any one of our major customers or a significant reduction in orders from those customers; |
|
| • | | increased competition, particularly from larger, better capitalized competitors; |
|
| • | | fluctuations in demand for our products and services; and |
|
| • | | telecommunications and wireless market conditions specifically and economic conditions generally. |
Due in sizepart to factors such as the timing of product release dates, purchase orders and in the scope and breadthproduct availability, significant volume shipments of products could occur at the end of a fiscal quarter. Failure to ship products by the end of a quarter may adversely affect operating results. In the future, our customers may delay delivery schedules or cancel their orders without notice. Due to these and services offered. We also face competition from customers' or prospective customers' own internal development efforts. Manyother factors, our quarterly revenue, expenses and results of the companies that compete, or may competeoperations could vary significantly in the future, against usand period-to-period comparisons should not be relied upon as indications of future performance.
Because some of our components, assemblies and electronics manufacturing services are purchased from sole source suppliers or require long lead times, our business is subject to unexpected interruptions, which could cause our operating results to suffer.
Some of our key components are complex to manufacture and have
longer operating histories, greater name recognition, larger installed customer baseslong lead times. Also, our DBS outdoor receiver housings, subassemblies and
significantly greater financial, technical and marketing resources. These competitors7
may also have pre-existing relationships withsome of our customerselectronic components are purchased from sole source vendors for which alternative sources are not readily available. In the event of a reduction or potential customers.interruption of supply, or a degradation in quality, as many as six months could be required before we would begin receiving adequate supplies from alternative suppliers, if any. As a result, theyproduct shipments could be delayed and revenues and results of operations could suffer. Furthermore, if we receive a smaller allocation of component parts than is necessary to manufacture products in quantities sufficient to meet customer demand, customers could choose to purchase competing products and we could lose market share. Any of these events could have a material adverse effect on the Company’s business, financial condition or results of operations.
If we do not meet product introduction deadlines, our business could be adversely affected.
5
In the past, we have experienced design and manufacturing difficulties that have delayed the development, introduction or marketing of new products and enhancements and which caused us to incur unexpected expenses. In addition, some of our existing customers have conditioned their future purchases of our products on the addition of product features. In the past we have experienced delays in introducing new features. Furthermore, in order to compete in some markets, we will have to develop different versions of existing products that operate at different frequencies and comply with diverse, new or varying governmental regulations in each market. Our inability to develop new products or product features on a timely basis, or the failure of new products or product features to achieve market acceptance, could adversely affect our business.
If demand for our products fluctuates rapidly and unpredictably, it may be abledifficult to introduce new technologies, respond more quicklymanage the business efficiently, which may result in reduced gross margins and profitability.
Our cost structure is based in part on our expectations for future demand. Many costs, particularly those relating to changing customer requirements or devote greater resources to the development, promotioncapital equipment and sale of their products than we can. Our competitors may successfully integrate the functionality of our receptionmanufacturing overhead, are relatively fixed. Rapid and transmission products into their products and thereby renderunpredictable shifts in demand for our products obsolete. Further,may make it difficult to plan production capacity and business operations efficiently. If demand is significantly below expectations, we may be unable to rapidly reduce these fixed costs, which can diminish gross margins and cause losses. A sudden downturn may also leave us with excess inventory, which may be rendered obsolete as products evolve during the downturn and demand shifts to newer products. Our ability to reduce costs and expenses may be further constrained because we must continue to invest in research and development to maintain our competitive position and to maintain service and support for our existing customer base. Conversely, in the event of a sudden upturn, we may incur significant costs to rapidly expedite delivery of components, procure scarce components and outsource additional manufacturing capacity shortage,processes. These costs could reduce our gross margins and overall profitability. Any of these results could adversely affect our business.
Because we currently sell, and we intend to grow the sales of, certain of our products in countries other than the United States, we are subject to different regulatory schemes. We may not be able to develop products that work with the standards of different countries, which could result in our inability to sell our products and, further, we may be subject to political, economic, and other conditions affecting such countries, which could result in reduced sales of our products and which could adversely affect our business.
If our sales are to grow in the longer term, we believe we must grow our international business. Many countries require communications equipment used in their country to comply with unique regulations, including safety regulations, radio frequency allocation schemes and standards. If we cannot develop products that work with different standards, we will be unable to sell our products in those locations. If compliance proves to be more expensive or time consuming than we anticipate, our business would be adversely affected. Some countries have not completed their radio frequency allocation process and therefore we do not know the standards with which we would be required to comply. Furthermore, standards and regulatory requirements are subject to change. If we fail to anticipate or comply with these new standards, our business and results of operations will be adversely affected.
For the nine months ended November 30, 2009, sales to customers outside the U.S. accounted for 9% of the Company’s total sales. Sales to customers outside the U.S. accounted for 12%, 6% and 6% of CalAmp’s total sales for the fiscal years ended February 28, 2009, 2008 and 2007, respectively. Assuming that we continue to sell our products to foreign customers, we will be subject to the political, economic and other conditions affecting countries or jurisdictions other than the U.S., including in Africa, the Middle East, Europe and Asia. Any interruption or curtailment of trade between the countries in which we operate and our present trading partners, changes in exchange rates, significant shift in U.S. trade policy toward these countries, or significant downturn in the political, economic or financial condition of these countries, could cause demand for and sales of our products to decrease, or subject us to increased regulation including future import and export restrictions, any of which could adversely affect our business.
Additionally, a substantial portion of our components and subassemblies are currently procured from foreign suppliers located primarily in Hong Kong, mainland China, Taiwan, and other Pacific Rim countries. Any significant shift in U.S. trade policy toward these countries or a significant downturn in the political, economic or financial condition of these countries could cause disruption of our supply chain or otherwise disrupt operations, which could adversely affect our business.
We may not be able to adequately protect our intellectual property, and our competitors may be able to manufactureoffer similar products when we are unableand services that would harm our competitive position.
6
Other than in our Satellite products business, which currently does not depend upon patented technology, our ability to
do so. We believe our principal competitors include or will include REMEC, Sharp, Channelmaster, Andrew Corp., Signal Technology, IP Wireless and NextNet. In addition, there have been a number of announcements by other companies, including smaller emerging companies, that they intend to enter the market segments adjacent to orsucceed in those addressed by our products.
WE MAY NOT BE ABLE TO ADEQUATELY PROTECT OUR INTELLECTUAL PROPERTY, AND OUR COMPETITORS MAY BE ABLE TO OFFER SIMILAR PRODUCTS AND SERVICES THAT WOULD HARM OUR COMPETITIVE POSITION.
Our success depends,wireless data communications markets may depend, in large part, upon our intellectual property.property for some of our wireless technologies. We currently rely primarily on patents, trademark and trade secret laws, confidentiality procedures and contractual provisions to establish and protect our intellectual property. TheseHowever, these mechanisms provide us with only limited protection. We currently hold 19 patents and have 10 patent applications pending.patents. As part of our confidentiality procedures, we enter into non-disclosure agreements with all of our executiveemployees, including officers, managers and supervisory employees.engineers. Despite these precautions, third parties could copy or otherwise obtain and use our technology without authorization, or develop similar technology independently. Furthermore, effective protection of intellectual property rights is unavailable or limited in some foreign countries. OurThe protection of our intellectual property rights may not provide us with any legal remedy should our competitors independently develop similar technology, duplicate our products and services, or design around any intellectual property rights we hold.
IF WE ARE UNABLE TO INTEGRATE SUCCESSFULLY INTO OUR COMPANY THE EMPLOYEES, TECHNOLOGIES AND OTHER ASSETS WE RECENTLY ACQUIRED FROM KTI, WE MAY NOT ACHIEVE THE ANTICIPATED BENEFITS OF THE ACQUISITION.
We may be subject to infringement claims that may disrupt the conduct of our business and affect our profitability.
We may be subject to legal proceedings and claims from time to time relating to the intellectual property of others, even though we take steps to assure that neither our employees nor our contractors knowingly incorporate unlicensed copyrights or trade secrets into our products. It is possible that third parties may claim that our products and services infringe upon their trademark, patent, copyright, or trade secret rights. Any such claims, regardless of their merit, could be time consuming, expensive, cause delays in introducing new or improved products or services, require us to enter into royalty or licensing agreements or require us to stop using the challenged intellectual property. Successful infringement claims against us may materially disrupt the conduct of our business and affect profitability.
Availability of radio frequencies may restrict the growth of the wireless communications industry and demand for our products.
Radio frequencies are still engagedrequired to provide wireless services. The allocation of frequencies is regulated in the processUnited States and other countries throughout the world and limited spectrum space is allocated to wireless services. The growth of integrating the wireless communications industry may be affected if adequate frequencies are not allocated or, alternatively, if new employees,technologies are not developed to better utilize the frequencies currently allocated for such use.
Industry growth has been and may continue to be affected by the availability of licenses required to use frequencies and related costs. Over the last several years, frequency spectrum has been reallocated for specific applications and the related frequency relocation costs have increased significantly. This significant reassignment of spectrum has slowed and may continue to slow the growth of the industry. Growth is slowed because some customers have funding constraints limiting their ability to purchase new technology to upgrade systems and the financial results for a number of businesses have been affected by the industry’s rate of growth. Slowed industry growth may restrict the demand for our products.
A failure to rapidly transition or to transition at all to newer digital technologies could adversely affect our business.
Our success, in part, will be affected by the ability of our wireless businesses to continue its transition to newer digital technologies, and other assets related to the DBS antenna dish business that we acquiredsuccessfully compete in these markets and gain market share. We face intense competition in these markets from KTI in April 2002. Because theboth established companies and new employeesentrants. Product life cycles can be short and facilities will remain in Wisconsin,new products are expensive to develop and our headquarters are in Camarillo, California, we face the additional challenge of integrating employees in geographically disparate locations. The integration effort will take time and could distract management from other aspects of our business. We cannot assure you that we will be successful in integrating the acquired business and ifbring to market. If we are unable to successfully make this transition, our business and results of operations could be adversely impacted.
We depend upon wireless networks owned and controlled by others, unproven business models and emerging wireless carrier models to deliver existing services and to grow.
If we do
so,not have continued access to sufficient capacity on reliable networks, we may
incur increased expensesbe unable to deliver services and
may notour sales could decrease. Our ability to grow and achieve
profitability partly depends on our ability to buy sufficient capacity on the
benefitsnetworks of
wireless carriers and on the
acquisition.WE MAY ENGAGE IN FUTURE ACQUISITIONS THAT HAVE ADVERSE CONSEQUENCES FOR OUR BUSINESS.
Recently, we completed the acquisitionreliability and security of the assets and business of KTI as described above. As parttheir systems. Some of our business strategy,wireless services are delivered using airtime purchased from timethird parties. We depend on these third parties to time, we expect to review opportunities to acquireprovide uninterrupted service free from errors or defects and may acquire other businesses or products that will complement our existing product offerings, augment our market coverage or enhance our technological capabilities. Although we have no current agreements or negotiations underway with respect to any material acquisitions, we may make acquisitions of businesses, products or technologies in the future. However, we cannot be sure that we willwould not be able to locate suitable acquisition opportunities. The acquisitionssatisfy our customers’ needs if they failed to provide the required capacity or needed level of service. In addition, our expenses would increase and profitability could be materially adversely affected if wireless carriers were to significantly increase the prices of their services. Our existing agreements with the wireless
7
carriers generally have one-year terms. Some of these wireless carriers are, or could become, our competitors, and if they compete with us, they may refuse to provide us with airtime on their networks.
New laws and regulations that impact our industry could increase costs or reduce opportunities for us to earn revenue.
Except as described below under “Governmental Regulation”, we have completed, agreedare not currently subject to complete and which we may completedirect regulation by the Federal Communications Commission (“FCC”) or any other governmental agency, other than regulations applicable to Delaware corporations of similar size that are headquartered in California. However, in the future, we may become subject to regulation by the FCC or another regulatory agency. In addition, the wireless carriers that supply airtime and certain hardware suppliers are subject to regulation by the FCC, and regulations that affect them could resultincrease our costs or reduce our ability to continue selling and supporting our services.
Governmental Regulation
CalAmp’s products are subject to certain mandatory regulatory approvals in the
following, any of which could seriously harm our results of operations or the price of our stock: (i) issuances of equity securities that would dilute the percentage ownership of our current stockholders; (ii) large one-time write-offs; (iii) the8
incurrence of debtUnited States, Canada and contingent liabilities; (iv) difficulties in the assimilation and integration of the acquired companies; (v) diversion of management's attention from other business concerns; (vi) contractual disputes; (vii) risks of entering geographic and business marketscountries in which we have no or only limited prior experience;it operates. In the United States, the FCC regulates many aspects of communication devices, including radiation of electromagnetic energy, biological safety and (viii) potential loss of key employees of acquired organizations.
OUR PRIMARY OPERATIONS ARE LOCATED NEAR KNOWN EARTHQUAKE FAULTS.
The occurrence of an earthquake or other natural disaster inrules for devices to be connected to the vicinity of our primary operations located in Camarillo, California could cause significant damage to our facility that may require us to cease or suspend operations.telephone network. In Canada, similar regulations are administered by Industry Canada. Although weCalAmp has obtained necessary FCC and Industry Canada approvals for all products it currently have insurance for earthquake risks, wesells, there can providebe no assurance that such insurance coverage wouldapprovals can be adequateobtained for future products on a timely basis, or at all. In addition, such regulatory requirements may change or the Company may not in the event of a catastrophic loss,future be able to obtain all necessary approvals from countries other than Canada or that earthquake insurance will continue to be available,the United States in which it currently sells its products or that if available that earthquake coverage will continue to be carried by usin which it may sell its products in the future.
WE DEPEND ON OUR SENIOR MANAGEMENT AND OTHER KEY PERSONNEL. IF WE LOSE ANY MEMBERS OF OUR SENIOR MANAGEMENT TEAM, OUR ABILITY TO CARRY OUT OUR LONG-TERM BUSINESS STRATEGY COULD BE ADVERSELY AFFECTED.
We believe our future success largely depends
The FCC and Industry Canada may be slow in adopting new regulations allowing private wireless networks to deliver higher data rates in licensed frequency bands for public safety applications. This could adversely affect demand for private networks as traditional private network users may opt for public network connections for all or part of their wireless communication needs. This could have a material adverse effect on the expertiseCompany’s business, results of operations and financial condition since the Company’s Public Safety Mobile data products are currently used predominantly in private networks.
Reduced consumer or corporate spending due to uncertainties in the macroeconomic environment could adversely affect our revenues and cash flow, and our ability to make payments on our debt and operate our businesses.
We depend on demand from the consumer, original equipment manufacturer, industrial, automotive and other markets we serve for the end market applications of our
senior management team. The lossproducts. Our revenues are based on certain levels of
oneconsumer and corporate spending. If the significant reductions in consumer or
more members of senior management could disrupt our operations or the execution of our business strategy. We do not maintain key person life insurance on any officer or manager.WE FACE RISKS ASSOCIATED WITH SHAREHOLDER LITIGATION.
We and certain members of our board of directors have been sued by alleged shareholders in two class action lawsuits during the past several years. The most recent litigation was initiated in April 2001corporate spending as a result of uncertain conditions in the macroeconomic environment continue, our revenues, profitability, ability to make debt payments and cash flow could be adversely affected.
Our ability to make payments of principal and interest on our indebtedness depends upon our future financial misstatementsperformance and ability to generate positive operating cash flows, which is subject to general economic conditions, industry cycles and financial, business and other factors affecting our fiscal 2000consolidated operations, many of which are beyond our control.
If we are unable to generate sufficient cash flow from operations in the future to service our debt, we may be required to, among other things:
| • | | refinance or restructure all or a portion of our indebtedness; |
|
| • | | obtain additional financing in the debt or equity markets; |
|
| • | | sell selected assets or businesses; |
|
| • | | reduce or delay planned capital expenditures; or |
8
reduce or delay planned operating expenditures.
Such measures might not be sufficient to enable us to service our debt, and, fiscal 2001 financial statements caused byif not, we could then be in default under the applicable terms governing our former controller,debt, which we became awarecould have a material adverse effect on us. In addition, any such financing, refinancing or sale of and disclosedassets might not be available on economically favorable terms, if at all.
Rises in March 2001. An out-of-court settlement of this class action litigation was reached in December 2001, but this settlement agreement has not yet been approved by the court. We can provide no assurance that the court will approve it on the terms and conditions which we agreed to with the plaintiffs. If the court does not approve the settlement agreement as currently structured, itinterest rates could adversely affect our financial position, resultscondition.
An increase in prevailing interest rates could have an immediate effect on the interest rates charged on our variable rate bank debt with Square 1 Bank, which rise and fall, subject to a minimum monthly interest payment, upon changes in interest rates on a periodic basis. Any increased interest expense associated with increases in interest rates affects our cash flow and could affect our ability to service our debt.
Risks Relating to Our Common Stock and the Securities Market
Anti-takeover defenses in our charter and under Delaware law could prevent us from being acquired or limit the price that investors might be willing to pay for our common stock in an acquisition.
Section 203 of
operations, cash flowsthe Delaware General Corporation Law prohibits a Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years from the time the person became an interested stockholder, unless specific conditions are met. In addition, we have in place various protections which would make it difficult for a company or investor to buy the Company without the approval of our Board of Directors, including a stockholder rights plan, authorized but undesignated preferred stock and
liquidity.WE FACE RISKS ASSOCIATED WITH A PENDING SEC INVESTIGATION.
provisions requiring advance notice of board nominations and other actions to be taken at stockholder meetings. All of the foregoing could hinder, delay or prevent a change in control and could limit the price that investors might be willing to pay in the future for shares of our common stock.
The trading price of shares of our common stock may be affected by many factors and the price of shares of our common stock could decline.
As a resultpublicly traded company, the trading price of our common stock has fluctuated significantly in the past. The future trading price of our common stock is likely to be volatile and could be subject to wide price fluctuations in response to such factors, including:
| • | | actual or anticipated fluctuations in revenues or operating results; |
|
| • | | failure to meet securities analysts’ or investors’ expectations of performance; |
|
| • | | changes in key management personnel; |
|
| • | | announcements of technological innovations or new products by CalAmp or its competitors; |
|
| • | | developments in or disputes regarding patents and proprietary rights; |
|
| • | | proposed and completed acquisitions by us or our competitors; |
|
| • | | the mix of products and services sold; |
|
| • | | the timing, placement and fulfillment of significant orders; |
|
| • | | product and service pricing and discounts; |
|
| • | | acts of war or terrorism; and |
9
general economic conditions.
Our stock price is highly volatile and we expect it to remain highly volatile.
The market price of our stock has been highly volatile and we expect it to remain highly volatile due to the risks and uncertainties described in this section of the financial misstatements caused by our former controller,prospectus, as discussed above,well as other factors, including:
| • | | substantial volatility in quarterly revenues and earnings due to our current dependence on a small number of major customers; |
|
| • | | comments by securities analysts; and |
|
| • | | our failure to meet market expectations. |
Over the
Securities and Exchange Commission opened an investigation intotwo-year period ended January 19, 2010, the
matter. The Company has been and expects to continue cooperating with the SEC in connection with its investigation. We can provide no assurance that we will be able to avoid the impositionprice of
penalties or other sanctions by the SECCalAmp common stock as
a result of this investigation.BECAUSE THE NASDAQ STOCK MARKET IS LIKELY TO EXPERIENCE EXTREME PRICE AND VOLUME FLUCTUATION, THE PRICE OF OUR STOCK MAY DECLINE EVEN IF OUR BUSINESS IS DOING WELL.
The stock markets, and in particularreported on The Nasdaq Stock Market haveranged from a high of $3.77 to a low of $.37. The stock market has from time to time experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many technology companies. These fluctuations often have beenwere unrelated or disproportionate to the operating performance of thoseparticular companies. We also expect that the market price of our common stock will fluctuate as a result of variations in our quarterly operating results. These fluctuations may be exaggerated if the trading volume of our common stock is low. In addition, due to the technology-intensive and emerging nature of our business, the market price of our common stock may rise and fall in response to:
•announcements of technological or competitive developments;
9
•acquisitions or strategic alliances by us or our competitors;
•the gain or loss of a significant customer or order; and
•changes in estimates of our financial performance or changes in recommendations by securities analysts.
Accordingly, market fluctuations, as well as general economic, political and market conditions such as recessions, interest rate changes or international currency fluctuations, may negatively impact the market price of our common stock.
BECAUSE OF LIKELY FLUCTUATIONS IN THE PRICE OF OUR STOCK, WE MAY BE SUBJECT TO CLASS ACTION LITIGATION THAT COULD DISTRACT MANAGEMENT AND RESULT IN SUBSTANTIAL COSTS.
In the past, companies that have experienced volatility have sometimes been the subject of securities class action litigation. If litigation has often been brought against companies following periods of volatility in the market price of their securities. In addition to the securities litigation currently pending against us, we may be the target of similar litigation in the future. Securities litigationwere instituted on this basis, it could result in substantial costs and divert management'sa diversion of management’s attention and resources fromresources.
Lack of expected dividends may make our operations and salesstock less attractive as an investment.
We intend to retain all future earnings for use in the development of our products, which would have a negative impactbusiness. We do not anticipate paying any cash dividends on our financial conditioncommon stock in the foreseeable future. Generally, stocks which pay regular dividends command higher market trading prices, and resultsso our stock price may be lower as a result of operations.our dividend policy.
10
REGISTRATION RIGHTS
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS In connection with the issuance of shares, we entered into a registration rights agreement, dated as of April 5, 2002
This prospectus and
amended August 27, 2002, with the persons listedcertain documents incorporated by reference in this prospectus
contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. In some cases, you can identify forward-looking statements by terms such as “may,” “intend,” “might,” “will,” “should,” “could,” “would,” “expect,” “believe,” “estimate,” “predict,” “potential,” “seek” “plan” “judgment” “goal,” “anticipate” or the negative of these terms, and similar expressions. These forward-looking statements reflect the Company’s current views with respect to future events and financial performance and are subject to certain risks and uncertainties, including, without limitation, product demand, market growth, competitive pressures and pricing declines in the Company’s Satellite and Wireless markets, supplier constraints, manufacturing yields, the length and extent of the global economic downturn that has and may continue to adversely affect the Company’s business, and other risks and uncertainties, including those that are set forth under the
heading "Selling Stockholders,"caption “Risk Factors” in
which we agreed, at our sole expense, to filePart I, Item 1A of the Annual Report on Form 10-K for the year ended February 28, 2009 as filed with the SEC
on May 12, 2009, which is incorporated by reference herein. Such risks and uncertainties could cause actual results to differ materially from historical or anticipated results. Although the
registration statementCompany believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that its expectations will be attained. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of
which this prospectus forms a part. A copy of the registration rights agreement as amended has been filed as an exhibit to the registration statement of which this prospectus forms a part, and is more fully described under "Plan of Distribution".10
new information, future events or otherwise.
All net proceeds from the saledisposition of the shares of common stock covered by this prospectus will go to the selling stockholders who offer and sell their shares.stockholders. We will not receive any proceeds from the saledisposition of the shares of common stock by the selling stockholders. See "Plan“Plan of Distribution."”
The selling stockholders will pay any underwriting discounts and commissions and expenses incurred by the selling stockholders for brokerage, accounting, tax or legal services or any other expenses incurred by the selling stockholders in disposing of the shares. We will bear the costs, fees and expenses incurred to affect the registration of the shares covered by this prospectus, including all registration and filing fees, printing expenses, messenger, telephone and delivery expenses, Nasdaq listing fees and fees and expenses of our counsel and our independent registered public accounting firm.
11
SELLING STOCKHOLDERS
In connection with
The following table sets forth certain information regarding the beneficial ownership of our acquisitionoutstanding shares of substantially allcommon stock as of January 19, 2010 by each of the assetsselling stockholders, and as adjusted to reflect the sale of KTI on April 5, 2002 (the "Acquisition"), we issued 929,086the shares in this offering. As of January 19, 2010, approximately 27,660,728 shares of our common stock. Of this amount, Kaul-Tronics and NGP each received 464,543 shares. On July 15, 2002, NGP distributed its 464,543 shares to its eight shareholders.stock were outstanding. The selling stockholders described in the table below are the eight shareholders of NGP who received2,431,819 shares of our common stock inregistered for public resale pursuant to this prospectus and listed under the distribution by NGP, incolumn “Number of Shares Being Offered” include collectively all of the respective share amounts indicated in the table, and Kaul-Tronics (the "Selling Stockholders"). The 929,086 shares of our common stock issued in connection withpursuant to the AcquisitionSecurities Purchase Agreement as well as the shares subject to warrants issued by us pursuant to the Note Purchase Agreement.
Shares listed under the column “Number of Shares Being Offered” represent
approximately 6.3% of the
total shares of our common stock outstanding as of August 28, 2002. The table below sets forth, as of August 28, 2002, the following information regarding the Selling Stockholders:
•The names of the Selling Stockholders;
•The number of shares of our common stock ownedthat may be sold by the Selling Stockholders on the date ofeach selling stockholder pursuant to this prospectus priorprospectus. Pursuant to the offering for resale of anyRule 416 of the shares being registered bySecurities Act, the registration statement of which this prospectus is a part;
•The number of shares of our common stock that may be offered for resale by the Selling Stockholders pursuant to this prospectus, subject to the resale restrictions contained in the Registration Rights and Resale Agreement as described under Plan of Distribution below; and
•The number of shares of our common stock to be held by the Selling Stockholders after the resale of the offered shares.
Selling Stockholder
| | Shares of Common Stock Beneficially Owned Prior to Offering
| | Shares of Common Stock Being Offered
| | Shares of Common Stock Beneficially Owned After Offering(1)
|
---|
Kaul-Tronics, Inc. | | 464,543 | | 464,543 | | -0- |
John R. Kaul | | 122,758 | | 122,758 | | -0- |
Mary Pat Kaul | | 122,757 | | 122,757 | | -0- |
Thomas A. Prochnow | | 40,436 | | 40,436 | | -0- |
Richard L. Powell | | 40,436 | | 40,436 | | -0- |
Lonnie Freeman | | 40,436 | | 40,436 | | -0- |
Richard J. Wheeler | | 16,848 | | 16,848 | | -0- |
James L. Atkinson | | 40,436 | | 40,436 | | -0- |
Kerry E. Larsen | | 40,436 | | 40,436 | | -0- |
| |
| |
| |
|
| Total | | 929,086 | | 929,086 | | -0- |
| |
| |
| |
|
(1)Assumes that all of the shares held by the Selling Stockholders and being offered under this prospectus are sold, and that the Selling Stockholders acquire nopart also covers additional shares of our common stock beforewhich become issuable in connection with such shares because of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of outstanding shares of our common stock.
The information under the heading “Shares of Common Stock Owned After the Offering” assumes each selling stockholder sells all of his, her or its shares offered pursuant to this prospectus to unaffiliated third parties, and that the selling stockholders will acquire no additional CalAmp common stock prior to the completion of this offering.offering or sell any other shares of CalAmp common stock, which shares may be sold in a transaction covered by a separate registration statement. Each selling stockholder may sell all, part or none of his, her or its shares.
The information under the heading “Shares of Common Stock Owned” is determined based upon the books and records of the Company and, in certain situations, filings made by a selling stockholder with the SEC.
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | Number of | | | | |
| | | | | | | | | | Shares | | | Shares of Common | |
| | Shares of Common Stock | | | Being | | | Stock Owned After the | |
| | Owned | | | Offered | | | Offering(1) | |
Selling Stockholders | | Number | | | Percent | | | Number | | | Number | | | Percent | |
Harvey SMidCap Fund LP | | | 772,728 | | | | 2.8 | % | | | 772,728 | | | | — | | | | — | |
900 Third Avenue, Suite 201-2 | | | | | | | | | | | | | | | | | | | | |
New York, NY 10022 | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Henry Partners, L.P. | | | 175,000 | | | | * | | | | 175,000 | | | | — | | | | — | |
Attention: David W. Wright | | | | | | | | | | | | | | | | | | | | |
255 S. 17th Street, Suite 2608 | | | | | | | | | | | | | | | | | | | | |
Philadelphia, PA 19103 | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Cummins Family Holdings, LLC | | | 155,120 | | | | * | | | | 147,728 | | | | 7,392 | | | | * | |
2570 Eldridge Avenue | | | | | | | | | | | | | | | | | | | | |
Twin Falls, ID 83301 | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Harvey SMidCap Offshore Fund, Ltd. | | | 136,363 | | | | * | | | | 136,363 | | | | — | | | | — | |
900 Third Avenue, Suite 201-2 | | | | | | | | | | | | | | | | | | | | |
New York, NY 10022 | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Matthew Partners, L.P. | | | 125,000 | | | | * | | | | 125,000 | | | | — | | | | — | |
Attention: David W. Wright | | | | | | | | | | | | | | | | | | | | |
255 S. 17th Street, Suite 2608 | | | | | | | | | | | | | | | | | | | | |
Philadelphia, PA 19103 | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Aurelian Partners, L.P. | | | 239,905 | | | | * | | | | 113,636 | | | | 126,269 | | | | * | |
666 Fifth Avenue, Suite 3705 | | | | | | | | | | | | | | | | | | | | |
New York, NY 10103 | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Lloyd I. Miller Trust A-4 | | | 113,636 | | | | * | | | | 113,636 | | | | — | | | | — | |
4550 Gordon Drive | | | | | | | | | | | | | | | | | | | | |
Naples, FL 34102 | | | | | | | | | | | | | | | | | | | | |
1112
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | Number of | | | | |
| | | | | | | | | | Shares | | | Shares of Common | |
| | Shares of Common Stock | | | Being | | | Stock Owned After the | |
| | Owned | | | Offered | | | Offering(1) | |
Selling Stockholders | | Number | | | Percent | | | Number | | | Number | | | Percent | |
Southern Slope, Inc. | | | 83,525 | | | | * | | | | 79,545 | | | | 3,980 | | | | * | |
2570 Eldridge Avenue | | | | | | | | | | | | | | | | | | | | |
Twin Falls, ID 83301 | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Ronald G. Hendrickson | | | 218,182 | | | | * | | | | 68,182 | | | | 150,000 | | | | * | |
56 East 100 South | | | | | | | | | | | | | | | | | | | | |
Jerome, ID 83338 | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Riley Family Trust, dated 5/12/00 | | | 68,182 | | | | * | | | | 68,182 | | | | — | | | | — | |
c/o B. Riley & Co. | | | | | | | | | | | | | | | | | | | | |
11100 Santa Monica Blvd., Suite 800 | | | | | | | | | | | | | | | | | | | | |
Los Angeles, CA 90025 | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Randy Allen Bauscher | | | 52,273 | | | | * | | | | 52,273 | | | | — | | | | — | |
P.O. Box 123 | | | | | | | | | | | | | | | | | | | | |
Rupert, ID 83350 | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Nicholas M. Cummins | | | 45,455 | | | | * | | | | 45,455 | | | | — | | | | — | |
2927 N. 4300 E | | | | | | | | | | | | | | | | | | | | |
Murtaugh, ID 83344 | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Andre S. Guardi | | | 34,091 | | | | * | | | | 34,091 | | | | — | | | | — | |
c/o B. Riley & Co. | | | | | | | | | | | | | | | | | | | | |
4675 MacArthur Ct. #1500 | | | | | | | | | | | | | | | | | | | | |
Newport Beach, CA 92660 | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Dialectic Capital Partners, LP | | | 121,000 | | | | * | | | | 121,000 | | | | — | | | | — | |
875 Third Ave., 15th Floor | | | | | | | | | | | | | | | | | | | | |
New York, NY 10022 | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Dialectic Antithesis Offshore, LTD | | | 114,000 | | | | * | | | | 114,000 | | | | — | | | | — | |
875 Third Ave., 15th Floor | | | | | | | | | | | | | | | | | | | | |
New York, NY 10022 | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Dialectic Antithesis Partners, LP | | | 86,000 | | | | * | | | | 86,000 | | | | — | | | | — | |
875 Third Ave., 15th Floor | | | | | | | | | | | | | | | | | | | | |
New York, NY 10022 | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Dialectic Offshore, LTD | | | 79,000 | | | | * | | | | 79,000 | | | | — | | | | — | |
875 Third Ave., 15th Floor | | | | | | | | | | | | | | | | | | | | |
New York, NY 10022 | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
B. Riley & Co. LLC | | | 20,000 | | | | * | | | | 20,000 | | | | — | | | | — | |
11100 Santa Monica Blvd., #800 | | | | | | | | | | | | | | | | | | | | |
Los Angeles, CA 90025 | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Randell Brown | | | 20,000 | | | | * | | | | 20,000 | | | | — | | | | — | |
4504 E. 3175 N. | | | | | | | | | | | | | | | | | | | | |
Murtaugh, ID 83344 | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Frank & Monika Perna Trust (2) | | | 281,000 | | | | 1.0 | % | | | 20,000 | | | | 261,000 | | | | * | |
c/o CalAmp Corp. | | | | | | | | | | | | | | | | | | | | |
1401 N. Rice Avenue | | | | | | | | | | | | | | | | | | | | |
Oxnard, CA 93030 | | | | | | | | | | | | | | | | | | | | |
13
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | Number of | | | | |
| | | | | | | | | | Shares | | | Shares of Common | |
| | Shares of Common Stock | | | Being | | | Stock Owned After the | |
| | Owned | | | Offered | | | Offering(1) | |
Selling Stockholders | | Number | | | Percent | | | Number | | | Number | | | Percent | |
B. Riley & Co. Retirement Trust Dtd 1/1/99 | | | 10,000 | | | | * | | | | 10,000 | | | | — | | | | — | |
c/o B. Riley & Co. | | | | | | | | | | | | | | | | | | | | |
11100 Santa Monica Blvd., #800 | | | | | | | | | | | | | | | | | | | | |
Los Angeles, CA 90025 | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Michael McConnell | | | 10,000 | | | | * | | | | 10,000 | | | | — | | | | — | |
P.O. Box 6280 | | | | | | | | | | | | | | | | | | | | |
Newport Beach, CA 92658 | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Richard Vitelle (3) | | | 213,530 | | | | * | | | | 10,000 | | | | 203,530 | | | | * | |
c/o CalAmp Corp. | | | | | | | | | | | | | | | | | | | | |
1401 N. Rice Avenue | | | | | | | | | | | | | | | | | | | | |
Oxnard, CA 93030 | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Barels Charitable Remainder Trust | | | 5,000 | | | | * | | | | 5,000 | | | | — | | | | — | |
1321 State Street | | | | | | | | | | | | | | | | | | | | |
Santa Barbara, CA 93101 | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Lily Wen (4) | | | 2,500 | | | | * | | | | 2,500 | | | | — | | | | — | |
c/o Michael Burdiek | | | | | | | | | | | | | | | | | | | | |
CalAmp Corp. | | | | | | | | | | | | | | | | | | | | |
1401 N. Rice Avenue | | | | | | | | | | | | | | | | | | | | |
Oxnard, CA 93030 | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Theodore J. Schneider (5) | | | 2,500 | | | | * | | | | 2,500 | | | | — | | | | — | |
5425 Everglades Street | | | | | | | | | | | | | | | | | | | | |
Ventura, CA 93003 | | | | | | | | | | | | | | | | | | | | |
| | |
* | | Less than 1%. |
|
(1) | | Assumes the selling stockholders sell all of the shares being offered hereby. |
|
(2) | | Frank Perna is co-trustee of the Frank & Monika Perna Trust. Mr. Perna is the chairman of the Company’s Board of Directors. |
|
(3) | | Richard Vitelle is the Company’s Vice President Finance and Chief Financial Officer. |
|
(4) | | Lily Wen is the wife of Michael Burdiek, who is the Company’s Chief Operating Officer. |
|
(5) | | Theodore J. Schneider is a partner in the firm of Myers, Widders, Gibson, Jones & Schneider LLP, which provides legal services to the Company. |
This table is based upon information furnished in writing by the selling stockholders.
On December 22, 2009, we entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with certain of the selling stockholders named in the Securities Purchase Agreement, pursuant to which we sold in a private placement transaction an aggregate of 1,931,819 shares of our common stock. Also on December 22, 2009, we entered into a Note and Warrant Purchase Agreement (the “Note Purchase Agreement”) with those selling stockholders named in Schedule I to the Note Purchase Agreement and those selling stockholders named in Schedule II to the Note Purchase Agreement that were added thereto pursuant to a Joinder Agreement dated January 15, 2010, pursuant to which we issued warrants to purchase a total of 500,000 shares of our common stock at an exercise price of $4.02 per share of common stock. The foregoing issuances were made in reliance upon exemptions provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering and Regulation D promulgated thereunder. In connection with entering into the Securities Purchase Agreement, we also entered into a Registration Rights Agreement, dated December 22, 2009, with the purchasers of our common stock under the Securities Purchase Agreement, pursuant to which we agreed to file this registration statement for the benefit of those selling stockholders. Also, we entered into a separate Registration Rights Agreement, dated December 22, 2009, with the purchasers of the warrants issued under the Note Purchase Agreement, pursuant to which we agreed, at the election of the holders, to include the underlying shares of common stock subject to such warrants with any registration statement we file for the registration of any of our securities. This prospectus covers the sale or other disposition by the selling stockholders or their transferees of up to the total number of shares of common stock issued to certain selling stockholders pursuant to the Securities Purchase Agreement, as well as the total number of shares of common stock subject to the warrants issued to certain of the selling stockholders pursuant to the Note Purchase Agreement. Throughout this prospectus, when we refer to the shares of our common stock being registered on behalf of the selling stockholders, we are referring to both the shares issued to the those selling stockholders
14
under the Securities Purchase Agreement and the shares subject to the warrants issued to those selling stockholders under the Note Purchase Agreement, and when we refer to the selling stockholders in this prospectus, we are referring to the purchasers collectively under both the Securities Purchase Agreement and the Note Purchase Agreement.
We are registering the above-referenced shares to permit each of the selling stockholders and their pledgees, donees, transferees or other successors-in-interest that receive their shares after the date of this prospectus to resell or otherwise dispose of the shares in the manner contemplated under “Plan of Distribution” below.
Except as otherwise disclosed in this prospectus, none of the selling stockholders has, or within the past three years has had, any position, office or other material relationship with us.
15
We are registering the shares of common stock coveredto permit the resale of these shares of common stock by this prospectus on behalfthe holders of the Selling Stockholders.common stock from time to time after the date of this prospectus. We will paynot receive any of the costsproceeds from the sale by the selling stockholders of the shares of common stock. We will bear all fees and feesexpenses incident to our obligation to register the shares of registeringcommon stock.
The selling stockholders may sell all or a portion of the shares of common stock butbeneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the Selling Stockholdersshares of common stock are sold through underwriters or broker-dealers, the selling stockholders will pay any brokerage commissions,be responsible for underwriting discounts or other expenses relatingcommissions or agent’s commissions. The shares of common stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions,
| • | | on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; |
|
| • | | in the over-the-counter market; |
|
| • | | in transactions otherwise than on these exchanges or systems or in the over-the-counter market; |
|
| • | | through the writing of options, whether such options are listed on an options exchange or otherwise; |
|
| • | | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
|
| • | | block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
|
| • | | purchases by a broker-dealer as principal and resale by the broker-dealer for its account; |
|
| • | | an exchange distribution in accordance with the rules of the applicable exchange; |
|
| • | | privately negotiated transactions; |
|
| • | | short sales; |
|
| • | | sales pursuant to Rule 144 promulgated under the Securities Act; |
|
| • | | broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; |
|
| • | | a combination of any such methods of sale; and |
|
| • | | any other method permitted pursuant to applicable law. |
If the selling stockholders effect such transactions by selling shares of our common stock to
or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the
saleform of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of common
stock. Pursuantstock for whom they may act as agent or to the Registration Rights and Resale Agreement dated April 5, 2002 and as amended August 27, 2002 (the "Rights Agreement") by and among the Company, Kaul-Tronics, NGP, and certain individuals as set forth on the signature page thereto, the Company must use reasonable commercial efforts to file a Form S-3 Registration Statement within 160 days after April 5, 2002. The Rights Agreement contains restrictions on the number of shares that can be sold by the Selling Stockholders, as follows:
•Each Selling Stockholder can sell up to 25% of his, her or its shares during the one year period following the date on which the Form S-3 Registration Statement is declared effective by the Commission (the "Effectiveness Date").
•Each Selling Stockholder can sell an additional 37.5% of his, her or its shares during the three month period which begins on the first anniversary of the Effectiveness Date.
•Each Selling Stockholder can sell any remaining shares beginning 15 months after the Effectiveness Date.
The Selling Stockholderswhom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved). In connection with sales of the shares of common stock on The Nasdaq National Market,or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares of common stock in the over-the-counter marketcourse of hedging in positions they assume. The selling stockholders may also sell shares of common stock short and deliver shares
16
of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or otherwise, at market prices prevailing at the timepledge shares of sale, at prices relatedcommon stock to the prevailing market prices,broker-dealers that in turn may sell such shares.
The selling stockholders may pledge or
at negotiated prices. The Selling Stockholders may sellgrant a security interest in some or all of the shares of common stock
owned by them and, if they default in
onethe performance of their secured obligations, the pledgees or
more of the following ways:•a block trade in which a broker-dealersecured parties may resell a part of the block, as principal, in order to facilitate the transaction;
•purchases by a broker-dealer, as principal,offer and resale by the broker-dealer for its account;
•ordinary brokerage transactions and transactions in which a broker solicits purchasers;
•an exchange distribution in accordance with the rules of the Nasdaq National Market; or
•privately negotiated transactions.
When sellingsell the shares of common stock the Selling Stockholders may enter into hedging transactions. For example, the Selling Stockholders may:
•enter into transactions involving short salesfrom time to time pursuant to this prospectus or any amendment to this prospectus under applicable provisions of the sharesSecurities Act amending, if necessary, the list of common stock by broker-dealers;
•sell shares of common stock short themselves and redeliver such sharesselling stockholders to close out their short positions;
•enter into optioninclude the pledgee, transferee or other types of transactions that require thesuccessors in interest as selling stockholder to deliver shares of common stock to a broker-dealer, who will then resell or transfer the shares of common stockstockholders under this prospectus; or
•loan or pledge the shares of common stock to a broker-dealer, who may sell the loaned shares or, in the event of default, sell the pledged shares.
In addition toprospectus. The selling their shares of common stock under this prospectus, the Selling Stockholdersstockholders also may transfer theirand donate the shares of common stock in other ways not involving market makers or established trading markets, including directly by gift, distribution,circumstances in which case the transferees, donees, pledgees or other transfer.
12
successors in interest will be the selling beneficial owners for purposes of this prospectus.
The
Selling Stockholders may negotiate and pay broker-dealer commissions, discounts or concessions for their services. Broker-dealers engaged by the Selling Stockholders may allow other broker-dealers to participate in resales. The Selling Stockholdersselling stockholders and any
broker-dealers involvedbroker-dealer participating in the
sale or resaledistribution of the shares of common stock may
qualify as "underwriters"be deemed to be “underwriters” within the meaning of the
Section 2(11) of the Securities Act,
of 1933. In addition, the broker-dealers' commissions,and any commission paid, or any discounts or concessions
allowed to, any such broker-dealer may
qualify as underwriters' compensationbe deemed to be underwriting commissions or discounts under the Securities
ActAct. At the time a particular offering of
1933. If the
Selling Stockholders qualify as "underwriters", theyshares of common stock is made, a prospectus supplement, if required, will be
subject todistributed which will set forth the
prospectus delivery requirementsaggregate amount of shares of common stock being offered and the terms of the
Securities Actoffering, including the name or names of
1933. Theany broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the selling stockholders and any discounts, commissions or concessions allowed or reallowed or paid to broker-dealers.
Under the securities laws of some states, the shares
willof common stock may be sold
in such states only through registered or licensed brokers or
dealers if required under applicable state securities laws.dealers. In addition, in
certainsome states the shares
of common stock may not be sold unless
theysuch shares have been registered or qualified for sale in
the applicablesuch state or an exemption from
the registration or qualification
requirement is available and is complied with.
Under the applicable rules and regulations
There can be no assurance that any selling stockholder will sell any or all of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), any person engaged in the distribution of the shares may not simultaneously engage in market making activities with respect to our shares of common stock for a period of two business days priorregistered pursuant to the commencementshelf registration statement, of which this prospectus forms a part.
The selling stockholders and any other person participating in such
distribution. In addition, each selling stockholderdistribution will be subject to applicable provisions of the Exchange Act and the
associated rules and regulations
underthereunder, including, without limitation, Regulation M of the Exchange Act,
including Regulation M, which
provisions may limit the timing of purchases and sales of
shares by the Selling Stockholders. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need for delivery of copies of this prospectus to purchasers at or prior to the time of any
sale of the shares. We may suspend the use of this prospectus and any supplements hereto in certain circumstances due to pending corporate developments, public filings with the SEC or similar events.
Under the Rights Agreement, we and the Selling Stockholders will each indemnify the other against certain liabilities, including certain liabilities under the Securities Act, or will be entitled to contribution in connection with these liabilities.
We have agreed to pay substantially all of the expenses incidental to the registration, offering and sale of the shares to the public other than commissions, fees and discounts of underwriters, brokers, dealers and agents.
If requiredcommon stock by the rulesselling stockholders and regulationsany other participating person. Regulation M may also restrict the ability of the SEC, we will includeany person engaged in a prospectus supplement additional information about the method of distribution of the shares offered hereby.
LEGAL MATTERS
Certain legal mattersof common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock.
We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, estimated to be $42,067 in total, including, without limitation, SEC filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that a selling stockholder will pay all underwriting discounts and selling commissions, if any. We will indemnify the selling stockholders against liabilities, including some liabilities under the Securities Act, in accordance with the Registration Rights Agreement, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling stockholder specifically for use in this prospectus, in accordance with the related registration rights agreement, or we may be entitled to contribution.
17
VALIDITY OF COMMON STOCK
The validity of the common stock offered hereby
waswill be passed
uponon for us by Gibson, Dunn & Crutcher
LLP, Los Angeles, California.LLP.
The consolidated financial statements of CalAmp Corp. as of February 28, 2002,2009 appearing in CalAmp Corp.’s Annual Report on Form 10-K for the year ended February 28, 2009 (including the schedule appearing therein) and the effectiveness of internal control over financial reporting as of February 28, 2009, have been audited by SingerLewak LLP, independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements and management’s assessment of the effectiveness of internal control over financial reporting as of and for the year then ended February 28, 2009 are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.
The consolidated financial statements of CalAmp Corp. as of February 28, 2008 and for the each of the years in the two year period ended February 28, 2008, appearing in CalAmp Corp.’s Annual Report on Form 10-K for the year ended February 28, 2009 have been incorporated by reference herein and in the registration statement in reliance upon the report of KPMG LLP, independent
accountants,registered public accounting firm, as set forth in their report thereon incorporated by reference herein
, and upon the authority of said firm as experts in accounting and auditing.
KPMG LLP’s report refers to a change in the method of accounting for uncertainties in income taxes (effective March 1, 2007).
TRANSFER AGENT AND REGISTRAR; MARKET
The transfer agent and registrar for our common stock is American Stock Transfer & Trust Co., LLC. Our
consolidated balance sheet as of February 28, 2001, andcommon stock is traded on the
related consolidated statements of operations, stockholders' equity and comprehensive income (loss), and cash flows for the two years ended February 28, 2001, which appear in our Annual Report on Form 10-K filed on May 31, 2002, were audited by Arthur Andersen LLP, independent public accountants, as indicated in their report with respect thereto, and are incorporated herein by reference in reliance upon the authority of said13
firm as experts in giving said reports. We have not been able to obtain, after reasonable efforts, the written consent of Arthur Andersen to our naming it in this prospectus as having certified these financial statements, as required by Section 7 of the Securities Act. Accordingly, we have included these financial statements in reliance on Rule 437aNasdaq Stock Market under the Securities Act. Due to the lack of Arthur Andersen's written consent to the inclusion of its report in this prospectus, Arthur Andersen will not have any liability under Section 11 of the Securities Act for false and misleading statements and omissions contained in the prospectus, including the financial statements, and any claims against Arthur Andersen related to any such false and misleading statements will be limited.
symbol “CAMP.”
WHERE YOU CAN FIND ADDITIONALMORE INFORMATION
We
have filed with the Securities and Exchange Commission a registration statement on Form S-3 under the Securities Act of 1933 with respect to the shares of common stock offered in this prospectus. This prospectus does not contain all of the information contained in the registration statement and the exhibits and schedules filed with the registration statement. For further information with respect to us and the common stock offered in this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. Statements contained in this prospectus concerning the contents of any contract or any other document referred to are not necessarily complete. We refer you to the copy of such contract or document filed as an exhibit to the registration statement. Our registration statement, including exhibits and schedules attached thereto, may be inspected without charge at the Securities and Exchange Commission's public reference facilities in Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the Securities and Exchange Commission's regional office located at the Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. You may also obtain copies of all or any part of our registration statement from such offices after payment of fees prescribed by the Securities and Exchange Commission. The Securities and Exchange Commission maintains a worldwide website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Securities and Exchange Commission atour annual reports on Form 10-K, quarterly interim reports on Form 10-Q, current reports on Form 8-K, proxy statements and other information. We make available on or through our website, http://www.sec.gov.
We are subjectwww.calamp.com, free of charge, copies of these filings as soon as reasonably practicable after we electronically file them with or furnish them to the SEC. The information and periodic requirementson our website is not incorporated by reference into this prospectus. You can also request copies of such documents by contacting our Corporate Secretary at 1401 N. Rice Avenue, Oxnard, California 93030. You can also obtain copies of this information by mail from the Public Reference Room of the Exchange Act and, accordingly, file periodicSEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates. You may obtain information on the operation of the Public Reference Room by calling the SEC at (800) SEC-0330.
The SEC also maintains an Internet world wide web site that contains reports, proxy statements and other information about issuers, like CalAmp, that file electronically with the SecuritiesSEC. The address of that site is http://www.sec.gov. Unless specifically listed below under “Incorporation of Certain Documents by Reference” the information contained on the SEC website is not incorporated by reference into this prospectus.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
We have filed with the SEC a registration statement on Form S-3, including exhibits, in connection with the common stock to be sold in this offering. This prospectus is part of the registration statement and
Exchange Commission. Such periodic reports, proxy statements and otherdoes not contain all the information
are available for inspection and copying atincluded in the
Securities and Exchange Commission's public reference rooms,registration statement. For further information about us and the
websitecommon stock to be sold in this offering, please refer to the registration statement. The registration statement, including the attached exhibits and schedules, contains additional relevant information about us and our securities. The rules and regulations of the
Securities and Exchange Commission referred to above. The Securities and Exchange Commission allowsSEC allow us to "incorporate“incorporate by reference" thereference” into this prospectus certain information that we file with it, whichit. This means that we can disclose important information to you by referring you to those documents.another document that we filed separately with the SEC. The information incorporated by reference is considereddeemed to be part of this prospectus, andexcept for any information superseded by information in this prospectus. You should read the information that we file later with the Securities and Exchange Commission will automatically update and supersedeincorporated by reference because it is an important part of this information. prospectus.
18
We incorporate by reference the
following documents
listed below and any future filings made with the Securities and Exchange Commission under Section 13(a), 13(c), 14, or 15(d) of the Exchange Act until this offering is completed.(a)Annual Report on Form 10-K for the fiscal year ended February 28, 2002 filed May 30, 2002;
(b)Quarterly Report on Form 10-Q for the quarter ended May 31, 2002 filed July 16, 2002;
(c)Current Reports on Form 8-K filed April 19, 2002, April 22, 2002 and June 19, 2002;
(d)The description of our common stock contained in our Registration Statement on Form S-1/Athat we previously filed with the Commission on March 25, 1993, including all amendments orSEC pursuant to the Exchange Act:
| (a) | | CalAmp’s Annual Report on Form 10-K for the fiscal year ended February 28, 2009, as filed with the SEC on May 12, 2009, including all material incorporated by reference therein; |
|
| (b) | | CalAmp’s definitive proxy statement filed with the SEC on June 24, 2009; |
|
| (c) | | CalAmp’s Quarterly Report on Form 10-Q for the quarter ended May 30, 2009, as filed with the SEC on July 9, 2009; |
|
| (d) | | CalAmp’s Quarterly Report on Form 10-Q for the quarter ended August 29, 2009, as filed with the SEC on October 8, 2009; |
|
| (e) | | CalAmp’s Quarterly Report on Form 10-Q for the quarter ended November 28, 2009, as filed with the SEC on January 7, 2010; |
|
| (f) | | CalAmp’s Current Report on Form 8-K filed with the SEC on December 29, 2009 |
|
| (g) | | CalAmp’s Current Report on Form 8-K filed with the SEC on January 19, 2010; and |
|
| (h) | | The description of CalAmp’s Common Stock contained in the Registration Statement on Form S-1/A filed with the SEC on March 25, 1993. |
All documents and reports filed
for the purpose of updating this description; and14
(e)All documents filed by us with the Commission under SectionsCalAmp pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and before terminationprior to the filing of this offering.
You may request a copy of these filings, at no cost, by writingpost-effective amendment which indicates that all securities offered hereby have been sold or telephoning us at the following address:
460 Calle San Pablo
Camarillo, California 93012
Tel: (805) 987-9000
You should rely only on the informationwhich deregisters all securities then remaining unsold shall be deemed to be incorporated by reference or provided ininto this prospectus orand to be a part hereof from the date of filing of such documents, provided, however, that CalAmp is not incorporating any prospectus supplement. We have not authorized anyone to provide you with information that is different. This prospectus may only be used in jurisdictions where it is legal to offer or sell these securities. You should not assume that the information in any portion of any future annual, quarterly or current reports or proxy statements which is not deemed to be filed under those sections, including any information furnished under either Item 2.02 or Item 7.01 of any current report on Form 8-K.
Any document, and any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein, or in any prospectus supplementother subsequently filed document that also is incorporated on deemed to be incorporated by reference herein, modifies on supersedes such document or anystatement. Any such document or statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
The documents incorporated by reference in this prospectus
may be obtained from us without charge and will be provided to each person, including any beneficial owner, to whom a prospectus is
accurate as of any date other than the date on the front of those documents.
FORWARD-LOOKING INFORMATION
This prospectus, including the information incorporated by reference herein, contains "forward-looking statements" within the meaningdelivered. You may obtain a copy of the federal securities laws. You shoulddocuments at no cost by submitting an oral or written request to CalAmp’s Corporate Secretary at 1401 N. Rice Avenue, Oxnard, California 93030 or by calling CalAmp at (805) 987-9000. Additional information about us is available at our web site located athttp://www.calamp.com. Information contained in our web site is not place undue reliance on these forward-looking statements, which apply only as of the datea part of this prospectus. Our actual results could differ materially from those projected in the forward-looking statements as a result of the risk factors identified in this prospectus and in the documents incorporated by reference in this prospectus. In connection with forward-looking statements which appear in these disclosures, prospective purchasers of the shares offered hereby should carefully consider the factors set forth in this prospectus under "Risk Factors" as well as in the sections captioned "Business," "Risk Factors," and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our annual report on Form 10-K for the fiscal year ended February 28, 2002. This report is incorporated by reference in this prospectus along with reports we may subsequently file.
19
15
2,431,819 Shares
CalAmp Corp.
Common Stock
PROSPECTUS
January 20, 2010
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14.Other Expenses of Issuance and Distribution
Distribution. The following table sets forth all expenses payable by California Amplifier, Inc. in connection with the offering of our securities being registered hereby. All amounts are estimated except the SEC registration fee.
* SEC registration fee | | $ | 305 |
Printing and filing expenses | | | 5,000 |
Legal fees and expenses | | | 15,000 |
Accounting fees and expenses | | | 8,000 |
Miscellaneous | | | 3,000 |
| |
|
| Total | | $ | 31,305 |
| |
|
| | | | |
| | Amount | |
SEC registration fee | | $ | 567 | |
Transfer agent and registrar fee | | $ | 3,000 | |
Printing expenses | | $ | 1,500 | |
Accountant fees | | $ | 10,000 | |
Counsel fees | | $ | 25,000 | |
Miscellaneous | | $ | 2,000 | |
| | | |
|
Total | | $ | 42,067 | |
| | | |
| | |
* | | All such amounts are estimates, other than the SEC registration fee. All fees and expenses incident to the registration of the shares disclosed above are borne by CalAmp Corp. |
Item 15.Indemnification of Directors and Officers.
California Amplifier, Inc. is
Section 102(b)(7) of the Delaware General Corporation Law, as amended (the “DGCL”), allows a Delaware corporation.corporation to include a provision in its certificate of incorporation limiting or eliminating the personal liability of directors of the corporation to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director (a) breached his/her duty of loyalty to the corporation or its stockholders, (b) acted not in good faith or in knowing violation of a law, (c) authorized the payment of a dividend or approved a stock repurchase in violation of DGCL or (d) obtained an improper personal benefit from a transaction.
Article VII of the Registrant’s Certificate of Incorporation, as amended, and Article VII of its Bylaws provide for the indemnification by the Company of each director, officer and employee of the Company to the fullest extent permitted by the DGCL, as the same exists or may hereafter be amended. Section
145(a)145 of the DGCL provides
in relevant part that a
Delaware corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative
other(other than an action by or in the right of the
corporation,corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses
(including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by
thesuch person in connection with such action, suit or proceeding if
thesuch person acted in good faith and in a manner
thesuch person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe
his or hersuch person’s conduct was unlawful.
In addition, Section
145(b)145 of the DGCL provides that a
Delaware corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person
acted in any of the capacities set forth above, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to us, unless and only to the extent that the court in which such action or suit was brought shall determine that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. Further subsections of DGCL Section 145 provide that:
(1) to the extent a present or former director or officer of a corporation has been successful in the defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145 or in the defense of any claim, issue or matter therein, such person shall be indemnified against expenses, including attorneys' fees, actually and reasonably incurred by such person in connection therewith;
(2) the indemnification and advancement of expenses provided for pursuant to Section 145 shall not be deemed exclusive of any other rights to which those seeking indemnification or
II-1
advancement of expenses may be entitled under any bylaw, agreement, vote of stockholder or disinterested directors or otherwise; and
(3) the corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such personexpenses (including attorneys’ fees) actually and reasonably incurred by such person in any such capacity,connection with the defense or arising outsettlement of such person's status asaction or suit if such whether or not the corporation would have the power to indemnify such person against such liability under Section 145.
As used in this Item 15, the term "Proceeding" means any threatened, pending, or completed action, suit, or proceeding, whether or not by or in the right of California Amplifier, Inc., and whether civil, criminal, administrative, investigative or otherwise.
Section 145 of the Delaware General Corporation Law makes provision for the indemnification of officers and directors in terms sufficiently broad to indemnify officers and directors of California Amplifier, Inc. under certain circumstances from liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933. California Amplifier, Inc. Certificate of Incorporation and Bylaws provide, in effect, that, to the fullest extent and under the circumstances permitted by Section 145 of the DGCL, California Amplifier, Inc. will indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is a director or officer of California Amplifier, Inc. or is or was serving at the request of California Amplifier, Inc. as a director or officer of another corporation or enterprise. California Amplifier, Inc. has entered into indemnification agreements with its officers and directors. California Amplifier, Inc. may, in its discretion, similarly indemnify its employees and agents. California Amplifier, Inc.'s Certificate relieves its directors from monetary damages to California Amplifier, Inc. or its stockholders for breach of such director's fiduciary duty as a director to the fullest extent permitted by the DGCL. Under Section 102(b)(7) of the DGCL, a corporation may relieve its directors from personal liability to such corporation or its stockholders for monetary damages for any breach of their fiduciary duty as directors except (i) for a breach of the duty of loyalty, (ii) for failure to act in good faith, (iii) for intentional misconduct or knowing violation of law, (iv) for willful or negligent violations of certain provisions in the DGCL imposing certain requirements with respect to stock repurchases, redemptions and dividends, or (v) for any transactions from which the director derived an improper personal benefit. Depending upon the character of the proceeding, under Delaware law, California Amplifier, Inc. may indemnify against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with any action, suit or proceeding if the person indemnified acted in good faith and in a manner he or shesuch person reasonably believed to be in or not opposed to the best interestinterests of the company.corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to
II-1
indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper. Delaware law further provides that nothing in the above-described provisions shall be deemed exclusive of any other rights to indemnification or advancement of expenses to which any person may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise.
We have entered into indemnification agreements with our directors and our officers containing provisions that require us to indemnify our directors and officers against liabilities that may arise by reason of their status or service as directors and/or officers and to advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified.
Should Section 2115 of the California Amplifier, Inc. currentlyCorporations Code apply to the Registrant, the Registrant’s ability to indemnify its directors, officers, employees and agents pursuant to the Certificate of Incorporation, the Bylaws, the Indemnity Agreements or otherwise may be further limited in accordance with the provisions of the California Corporations Code made applicable by Section 2115.
The Company maintains an insurance policy
which, within the limits and subject to the terms and conditions thereof, covers certain expenses and liabilities that
may be incurred byindemnifies directors and officers
in connection with actions, suits or proceedings that may be brought against
them as a result of an act or omission committed or suffered while acting as a director or officer of California Amplifier, Inc.
certain liabilities under certain circumstances.
Item 16. Exhibits
(a) Exhibits
| | |
4.1 | | Amended and Restated Rights Agreement, amended and restated as of September 5, 2001, by and between the Registrant and Mellon Investor Services LLC , as Rights Agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 6, 2001). |
|
5.1 | | Opinion of Gibson, Dunn & Crutcher LLP. |
|
23.1 | | Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1). |
|
23.2 | | Consent of SingerLewak LLP. |
|
23.3 | | Consent of KPMG LLP |
|
24.1 | | Power of Attorney (incorporated by reference to the signature page hereto). |
Exhibits and Financial Schedule.
See the Exhibit Index attached to this Registration Statement and incorporated by reference.
II-2
Item 17.Undertakings.
A. The undersigned
registrantRegistrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)l0(a)(3) of the Securities
Act of 1933;Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the
CommissionSEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the
"Calculation“Calculation of Registration
Fee"Fee” table in the effective registration statement;
and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided,statement.
Provided, however,that paragraphs
II-2
(a) Paragraphs (A)(1)(i) and (A)(1)(ii) of this section do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement; and
(b) Paragraphs (A)(1)(i), (A)(1)(ii) and (A)(1)(iii) do not apply if the registration statement is on Form S-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act,
of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered
whichthat remain unsold at the termination of the offering.
(4) If the registrant is a foreign private issuer, to file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act need not be furnished,providedthat the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Act or Rule 3-19 of this chapter if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3.
(5) That, for the purposes of determining any liability under the Securities Act to any purchaser,
(i) If the undersigned Registrant is relying on Rule 430B:
(a) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(b) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or
(ii) If the undersigned Registrant is relying on Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or
II-3
other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness.Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(6) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
B. The undersigned Registrant hereby undertakes that, for purposes determining any liability under the Securities Act of 1933, each filing of the
registrant'sregistrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan'splan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
, that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(5)
C. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange CommissionSEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
II-4
II-3
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant named belowRegistrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized in Camarillo,the City of Oxnard, State of California on August 29, 2002.January 20, 2010.
| | CALIFORNIA AMPLIFIER, INC. | | |
| CALAMP CORP. | |
| By: | /s/ Richard K. Vitelle | |
| | By:Name: | /s/ FRED M. STURM
Fred M. Sturm Richard K. Vitelle | |
| | Title: | Vice President Finance and Chief ExecutiveFinancial Officer | |
|
POWER OF ATTORNEY
We, the undersigned directors
KNOW ALL PERSONS BY THESE PRESENTS:
That each such person whose signature appears below constitutes and
officers of California Amplifier, Inc. do hereby constituteappoints, jointly and
appoint each of Messrs. Fred M. Sturmseverally, Richard Gold and Richard K. Vitelle,
eachthe lawful attorneys-in-fact and agents with full power
of substitution, our true and
lawful attorney-in-fact and agentauthority to do any and all acts and things
in our names and
on our behalf in our capacities stated below,to execute any and all instruments which
actssaid attorneys and
thingsagents, and either
one of them,
determine may
deembe necessary or advisable
or required to enable
California Amplifier, Inc.said corporation to comply with the Securities Act of 1933, as amended, and any rules
or regulations
andor requirements of the Securities and Exchange Commission in connection with this Registration
Statement, including specifically, but not limited to,Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign
for any or allthe names of
us in our names,the undersigned officers and directors in the capacities
statedindicated below
to this Registration Statement, to any and all amendments,
(includingincluding pre-effective and post-effective
amendments) thereto;amendments, and
we dosupplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby
ratifyratifies and
confirmconfirms that all
that theysaid attorneys and agents, or either of them, shall do or cause to be done by virtue hereof.
This Power of Attorney may be signed in several counterparts.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates:dates indicated:
Name
| | Title
| | Date
|
---|
| | | | |
/s/ FRED M. STURM
Fred M. SturmName and Signature | | Title | | Date |
/s/ Richard GoldRichard Gold | | Director; President CEO and DirectorChief Executive
(PrincipalOfficer (Principal Executive Officer) | | August 29, 2002January 18, 2010 |
| | | | |
/s/ RICHARD K. VITELLE Richard K. VitelleRichard K. Vitelle | |
VPVice President Finance CFO and TreasurerChief
(Financial Officer (Principal Financial Officer and Principal Accounting Officer) | |
August 29, 2002January 20, 2010 |
| | | | |
/s/ IRA CORON
Ira CoronFrank Perna, Jr. | | Chairman of the Board of Directors | |
August 27, 2002January 18, 2010 |
/s/ RICHARD B. GOLD
Richard B. Gold |
|
Director |
|
August 28, 2002 |
/s/ ARTHUR H. HAUSMAN
Arthur H. Hausman |
|
Director |
|
August 25, 2002 |
/s/ FRANK PERNA, JR. Frank Perna, Jr. |
|
Director |
|
August 28, 2002 |
/s/ THOMAS L. RINGER
Thomas L. Ringer |
|
Director |
|
August 23, 2002 |
|
|
|
|
|
II-4
EXHIBIT INDEX
Exhibit
Number
| | Description
|
---|
2.1 | | Asset Purchase | | |
| | | | |
/s/ Kimberly AlexyKimberly Alexy | | Director | | January 15, 2010 |
II-5
| | | | |
Name and Signature | | Title | | Date |
/s/ A.J. “Bert” MoyerA.J. “Bert” Moyer | | Director | | January 18, 2010 |
| | | | |
/s/ Thomas PardunThomas Pardun | | Director | | January 16, 2010 |
| | | | |
/s/ Larry WolfeLarry Wolfe | | Director | | January 15, 2010 |
II-6
EXHIBIT INDEX
| | |
4.1 | | Amended and Restated Rights Agreement, dated Aprilamended and restated as of September 5, 20022001, by and between the Registrant and among the Company, Kaul-Tronics, Inc.Mellon Investor Services LLC , NGP, Inc. and Interactive Technologies International, LLCas Rights Agent (incorporated by reference to Exhibit 2.1 of4.1 to the Company'sRegistrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 22, 2002)September 6, 2001). |
4.1 |
|
Registration Rights and Resale Agreement dated April 5, 2002 by and among the Company, Kaul-Tronics, Inc., NGP, Inc., and certain individuals as set forth on the signature page thereto (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K filed on April 22, 2002) |
4.2 |
|
Amendment No. 1 to Registration Rights and Resale Agreement dated August 27, 2002 |
5.1 | + | Opinion of Gibson, Dunn & Crutcher LLPLLP. |
23.1 |
|
Consent of KPMG LLP |
23.223.1 | + | Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1). |
|
23.2 | + | Consent of SingerLewak LLP. |
|
23.3 | + | Consent of KPMG LLP |
|
24.1 | + | Power of Attorney (included as part of(incorporated by reference to the signature page filed herewith)hereto). |
QuickLinks
CALIFORNIA AMPLIFIER, INC. 929,086 SHARES OF COMMON STOCKTABLE OF CONTENTSABOUT THIS PROSPECTUSTHE COMPANYRECENT DEVELOPMENTSTHE OFFERINGRISK FACTORSREGISTRATION RIGHTSUSE OF PROCEEDSSELLING STOCKHOLDERSPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND ADDITIONAL INFORMATIONFORWARD-LOOKING INFORMATIONPART II INFORMATION NOT REQUIRED IN PROSPECTUSItem 14. Other Expenses of Issuance and DistributionItem 15. Indemnification of Directors and Officers.Item 16. Exhibits and Financial Schedule.Item 17. Undertakings.SIGNATURESPOWER OF ATTORNEYEXHIBIT INDEX